Exhibit 10.12


 


DATED 31 January 1997


 


MRS. P.A. ALLSOPP AND

MESSRS. M.E.R. ALLSOPP W.P. HARRIMAN

AND A.W.K. MERRIAM


 


-to-


 


BURFORD (COVENT GARDEN) LIMITED


 


LEASE


 


-Relating to-


 


Sanderson House Berners Street London WI


 


	
   

  	
  TERM

  	
  :

  	
  150
  years

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  COMMENCING

  	
  :

  	
  1 January 1997

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXPIRING

  	
  :

  	
  31 December 2146

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RENT

  	
  :

  	
  £36,168.00 rising to

  £75,000.00     p.a.

  subject to review

  



 





 





















 


TABLE OF CONTENTS


 


	
  INTERPRETATION

  	
   

  
	
   

  	
   

  
	
  DEMISE; REDDENDUM; HABENDUM

  	
   

  
	
   

  	
   

  
	
  COVENANTS BY THE TENANT

  	
   

  
	
  To pay Rents

  	
   

  
	
  To pay outgoings

  	
   

  
	
  To Repair
  Decorate and clean

  	
   

  
	
  To
  comply with Statutes and Notices

  	
   

  
	
  To
  yield up at end of the Term

  	
   

  
	
  To enter and
  view

  	
   

  
	
  Landlord’s Access

  	
   

  
	
  Alterations
  and additions

  	
   

  
	
  User

  	
   

  
	
  Professional
  fees and charges

  	
   

  
	
  Value Added Tax

  	
   

  
	
  Insurance

  	
   

  
	
  Alienation

  	
   

  
	
  Registration of documents

  	
   

  
	
  Signboards,
  notice boards and other displays

  	
   

  
	
  Planning Acts

  	
   

  
	
  To
  pay cost of abating nuisances

  	
   

  
	
  Encroachments, easements

  	
   

  
	
  Covenants on Freehold

  	
   

  
	
  Expense of party walls etc

  	
   

  
	
  Indemnity

  	
   

  
	
  Defective Premises

  	
   

  



 


i





















 


	
  COVENANTS
  BY THE LANDLORD

  	
   

  
	
  Quiet enjoyment

  	
   

  
	
   

  	
   

  
	
  GENERAL
  PROVISIONS

  	
   

  
	
  Forfeiture

  	
   

  
	
  Non Waiver

  	
   

  
	
  Exoneration of liability of Landlord

  	
   

  
	
  Severability

  	
   

  
	
  Limitation
  of ancillary rights

  	
   

  
	
  Restrictions on Access

  	
   

  
	
  No warranty as to user

  	
   

  
	
  Notices

  	
   

  
	
  Stamp Duty

  	
   

  
	
   

  	
   

  
	
  THE FIRST
  SCHEDULE

  	
   

  
	
  The Demised Premises

  	
   

  
	
   

  	
   

  
	
  THE SECOND SCHEDULE

  	
   

  
	
  Rights Included

  	
   

  
	
   

  	
   

  
	
  THE THIRD
  SCHEDULE

  	
   

  
	
  Exceptions

  	
   

  
	
   

  	
   

  
	
  THE
  FOURTH SCHEDULE

  	
   

  
	
  Matter
  to which Lease is Subject

  	
   

  
	
   

  	
   

  
	
  THE FIFTH SCHEDULE

  	
   

  
	
  Rent Review

  	
   

  
	
   

  	
   

  
	
  THE SIXTH
  SCHEDULE

  	
   

  
	
  Authorised Guarantee Agreement

  	
   

  



 


ii





















 


	
  THE
  SEVENTH SCHEDULE

  	
   

  
	
  Surety
  Covenant

  	
   

  



 


iii





















 


H.M. LAND
REGISTRY

Land Registration Acts 1925 to 1986


 


	
  County

  	
  :

  	
  City of Westminster

  
	
  Title Number

  	
  :

  	
  NGL684213 (part)

  
	
  Property

  	
  :

  	
  Sanderson House   Berners
  Street

  London W1

  
	
   

  	
   

  	
   

  
	
  DATE

  	
   

  	
  31 January 1997

  



 


PARTIES


 


(1)                                  PATRICIA ANN ALLSOPP and MICHAEL EDWARD RANULPH ALLSOPP  both of Little Coxwell Grove Faringdon Oxon WILLIAM PAUL HARRIMAN of
8-10 New Fetter Lane London EC4A 1RS and ANDREW
WILLIAM KENNEDY MERRIAM  of Oak Lawn House Eye Suffolk IP23 7NN (“the
Landlord”)


 


(2)                                 BURFORD (COVENT GARDEN)
LIMITED (registered in England Number 3203996) of 20 Thayer Street London W1M 6DD
(“the Tenant”)


 


INTERPRETATION


 


1.             (1)           In this Lease and the Schedules hereto unless
there is something in the subject or context inconsistent therewith the
following expressions shall have the meanings ascribed to them:-


 


	
  “Adjoining
  Property”

  	
   

  	
  means
  all neighbouring or adjoining land or premises belonging to the Landlord (in

  



 


1





















 


	
   

  	
   

  	
  fee
  simple or for a term of years) now or at any time hereafter

  
	
   

  	
   

  	
   

  
	
  “Conduits”

  	
   

  	
  means
  all pipes sewers drains cisterns ducts gutters watercourses wires cables
  channels flues and all other conducting media (other than those belonging to
  the relevant supply authorities) and any other ancillary apparatus serving
  the Demised Premises or any part thereof

  
	
   

  	
   

  	
   

  
	
  “Demised
  Premises”

  	
   

  	
  means
  the premises demised by this Lease described in the First Schedule

  
	
   

  	
   

  	
   

  
	
  “Previous Lease”

  	
   

  	
  means a lease of the Demised Premises dated the
  Third day of November One thousand nine hundred and fifty-nine made
  between Geoffrey Hugh Berners (1) Berners (St. Marylebone) Property Company
  (2) and Arthur Sanderson & Son Limited (3) the term of
  which was vested in the Tenant and the reversion expectant on the
  determination of such term in the Landlord which has been surrendered by
  operation of law

  
	
   

  	
   

  	
   

  
	
  “Full
  Reinstatement Cost”

  	
   

  	
  means
  the costs of rebuilding or reinstating the Demised Premises in accordance
  with the requirements of these presents (including the cost of shoring up
  demolition site clearance any works that may be required by statute
  professional

  



 


2





















 


	
   

  	
   

  	
  fees
  payable upon any applications for planning permission or other consents and
  other incidental expenses) at the time when such rebuilding or reinstatement
  is likely to take place having regard to all relevant factors including any
  increases in building costs reasonably expected or anticipated to take place
  at any time up to the date upon which the Demised Premises shall be fully
  rebuilt or reinstated together with architects and other professional fees

  
	
   

  	
   

  	
   

  
	
  “Insured Risks”

  	
   

  	
  means
  subject to such normal exclusions exceptions and limitations as may be
  imposed in the relevant insurance policy and to such insurance being available
  at commercial rates in the London market generally fire storm tempest flood
  earthquake lightning explosion aircraft and things dropped therefrom impact
  riot and civil commotion subsidence terrorism malicious damage bursting and
  overflowing of waterpipes tanks and other apparatus impact by road vehicles
  and such other risks against which the Tenant may reasonably from time to
  time insure in a comprehensive buildings insurance policy

  
	
   

  	
   

  	
   

  
	
  “Landlord”

  	
   

  	
  means
  the Landlord as hereinbefore stated and any person or persons for the time

  



 


3





















 


	
   

  	
   

  	
  being
  entitled to the reversion immediately expectant on the determination of the
  term created by this Lease

  
	
   

  	
   

  	
   

  
	
  “Landlord’s Surveyor”

  	
   

  	
  means
  such surveyor being a member of the Royal Institution of Chartered Surveyors
  or firm of surveyors as the Landlord shall from time to time appoint to
  perform any functions of the Landlord’s Surveyor under this Lease or in
  default of such appointment where the context so admits shall mean the
  Landlord where the Landlord carries out such functions

  
	
   

  	
   

  	
   

  
	
  “the
  Main Structure”

  	
   

  	
  means
  the principal external and internal structural members the exterior walls the
  foundations and roof of the Demised Premises

  
	
   

  	
   

  	
   

  
	
  “Plan”

  	
   

  	
  means
  the plan annexed to this Lease

  
	
   

  	
   

  	
   

  
	
  “Planning
  Acts”

  	
   

  	
  means the Planning Acts as defined by
  Section 336 of the Town and County Planning Act 1990

  
	
   

  	
   

  	
   

  
	
  “Planning
  Consents”

  	
   

  	
  means
  consents given under the Planning Acts

  



 


4





















 


	
  “Plant”

  	
   

  	
  means
  all plant and machinery now in or serving the Demised Premises

  
	
   

  	
   

  	
   

  
	
  “Rate
  of Interest”

  	
   

  	
  means
  the Barclays Bank PLC base rate in force from time to time or if such rate
  shall cease to exist a rate reasonably substituted therefor or as similar
  thereto as possible

  
	
   

  	
   

  	
   

  
	
  “Tenant”

  	
   

  	
  means
  the Tenant as hereinbefore stated and its successors in title and permitted
  assigns

  
	
   

  	
   

  	
   

  
	
  “Term”

  	
   

  	
  means
  the term of years granted by clause 2 hereof or any statutory continuation or
  extension thereof and references to the rents hereby reserved and the
  covenants and conditions herein contained shall apply equally to the rents
  payable and the covenants
  and conditions to be observed and performed during the term or any such
  continuation or extension thereof and the expressions “the Term hereby
  granted”

  



 


5





















 


	
   

  	
   

  	
  and
  “the Term hereby created” shall be construed accordingly

  



 


(2)           Where the context so requires or admits the masculine includes the
feminine and the singular includes the plural AND where two or more persons
are included in the expression “the Landlord” or “the Tenant” the covenants
expressed to be made by the Landlord or the Tenant (as the case may be) shall
be deemed to be made by such persons jointly and severally


 


(3)           All fixtures and fittings of whatsoever nature in the Demised Premises
at the date of this Lease belong to the Tenant and Tenant’s fixtures and
fittings do not form part of the
Demised Premises


 


(4)           Any reference herein to any statute or section of a statute shall be
deemed to refer to any statutory amendment or modification or re-enactment
thereof for the time being in force and any instruments orders rules and
regulations issued under or by virtue thereof


 


(5)           All references to Clauses and Schedules are to clauses of and schedules
to this Lease


 


(6)           The headings in this Lease are inserted for convenience only and shall
be ignored in construing this Lease


 


6





















 


DEMISE; REDDENDUM; HABENDUM


 


2.             In consideration of
the sum of TWO MILLION POUNDS (£2,000,000.00) now paid by the Tenant to the
Landlord (the receipt of which sum the Landlord hereby acknowledges) and of the
rents and covenants on the part of the Tenant hereinafter reserved and
contained the Landlord HEREBY DEMISES to the Tenant ALL THOSE the
Demised Premises TOGETHER with the easements rights and privileges
specified in the Second Schedule EXCEPT AND RESERVED to the Landlord and
all others entitled or who may become entitled and all others authorised by the
Landlord the easements rights and privileges specified in the Third Schedule TO
HOLD the same from the First day of January One thousand nine hundred
and ninety-seven for a term of One hundred and fifty years expiring on the
Thirty-first day of December Two thousand one hundred and forty-six SUBJECT
to the matters mentioned in the Fourth Schedule YIELDING AND PAYING
therefor to the Landlord throughout the term:-


 


FIRST


 


(1)                                  from the date hereof to the Twenty-fourth day
of June One thousand nine hundred and ninety-nine a rent of Thirty-six thousand
one hundred and sixty-eight pounds (£36,168.00)


 


7





















 


(ii)                                  from the Twenty-fourth day of June One
thousand nine hundred and ninety-nine for the remainder of the Term a rent of Seventy-five
thousand pounds (£75,000.00) subject to review as provided in the Fifth
Schedule


 


And so in proportion for any period less than a year such rent to be paid
by equal quarterly payments in advance on the usual quarter days in every year
without deduction (save as may be required by statute) the first of such
payments to be made on the date hereof for the period from such date until the
next following quarter day


 


AND SECONDLY
if and so often as the rent reserved hereunder (whether formally demanded or
not) or any other money due to the Landlord from the Tenant under the terms and
provisions of this Lease shall be unpaid fourteen days after becoming due and
payable by way of further or additional rent interest on such unpaid rent and
other moneys (but without prejudice to the Landlord’s other remedies in respect
thereof) from the due date until the date of actual receipt of the same by the
Landlord at the rate of four percentage points above the Rate of Interest


 


COVENANTS
BY THE TENANT


 


3.             The Tenant hereby covenants with the Landlord
as follows:


 


8





















 


To pay
Rents


 


(1)           To pay the rents payments and charges and all
increases therein at the times and in manner at and in which the same are
reserved and made payable or fail to be paid without any deduction therefrom
except such deductions as are authorised or required by statute


 


To pay outgoings


 


(2)                                  To
pay or indemnify the Landlord against all rates charges taxes assessments duties and outgoings whatsoever (whether or not of a capital
or non-recurring nature or of a wholly novel character) which are now or shall
at any time during the Term be assessed charged imposed upon or payable in
respect of the Demised Premises or upon the owner or occupier thereof (other
than those payable or levied in respect of the receipt of rents or any disposal
or deemed disposal in either case whether or not a part disposal of the
Landlord’s reversionary interest in the Demised Premises)


 


To Repair Decorate and clean


 


(3)                                  (a)           Throughout the Term to put and keep in good
and substantial repair and condition the whole of the Demised Premises and


 


9





















 


 


every
part thereof and all fixtures and fittings for the time being in the Demised
Premises


 


(b)                                 As often as need or occasion shall require to
clean the windows in the Demised Premises


 


(c)                                  To keep the Demised Premises in a clean and
tidy condition


 


(d)                                 In a proper and workmanlike manner as often
as reasonably necessary and in the last three months of the Term to clean all stone
work and generally treat and decorate all parts of the Demised Premises


 


To comply with Statutes and Notices


 


(4)           To observe and perform all requirements of
all statutes building regulations and bye-laws already or hereafter to be
passed and all rules regulations permissions or conditions thereunder and to do
and execute or


 


 


cause
to be done and executed all such
works and things as under or by virtue  of such statutes orders regulations bye-laws rules permissions or
conditions which now are or
shall or may be directed or required to be done or executed upon or in respect of the Demised Premises or
any part thereof or in respect of
the user thereof whether by the owner landlord tenant or occupier thereof


 


10





















 


or
in respect of any additions alterations or improvements thereto (as well after
the determination of the Term as during its continuance) and to indemnify and
keep indemnified the Landlord against all costs claims demands expenses and
liabilities in respect thereof and to produce to the Landlord forthwith on
receipt thereof any notice order or proposal for a notice or order made given
or issued to the Tenant under or by virtue of any such statute order regulation or bye-law affecting or
relating to the Demised Premises


 


To yield up at end of the Term


 


(5)           At the expiration or sooner determination of
the Term quietly to yield up the Demised Premises in such state and condition
as shall in all respects be consistent with the full and due performance and
observance by the Tenant of the covenants on its part herein contained together
with all additions and improvements to the Demised Premises and all fixtures
which during the Term may be affixed or fastened to or upon the Demised
Premises (tenant’s or trade fixtures only excepted) and to remove every sign
writing or notice of the name or business of the Tenant or other occupiers from
the Demised Premises and to make good all damage caused by such removal or by
the removal of tenant’s fixtures and fittings furniture and effects Provided
that if at the expiration or sooner determination of the Term any tenant’s
fixtures and fittings and any equipment furnishings or goods shall not have
been removed by the Tenant and the Landlord does not require them then the
Landlord may within a reasonable period after such expiration or sooner
determination at its


 


11





















 


option
either direct the Tenant in writing to remove them or itself remove and dispose
of them in either case at the expense of the Tenant and without being liable to
the Tenant for any loss


 


To enter and view


 


(6)           The
Tenant will subject to Clause 5(6) permit the Landlord and its officers
surveyors and agents with or without workmen and others after reasonable notice
in writing and at reasonable times taking into account the normal workings of the
Tenant’s business so as to cause as little disturbance as practicable (except
in an emergency) to enter the Demised Premises or any part thereof to view and
examine the state of repair and condition of the same and to take schedules of
the Landlord’s fixtures and fittings and in respect of all defects decays and
wants of reparation or amendment then and there found and for which the Tenant
may be liable under this Lease to give or leave on the Demised Premises notice
in writing to the Tenant and the Tenant will without delay after such notice
commence and thereafter proceed diligently to repair make good and amend the
same according to such notice and the covenants in that behalf hereinbefore
contained


 


Landlord’s Access


 


(7)                                  Subject to Clause 5(6) to permit the
Landlord upon reasonable prior notice in writing (save that no such notice
shall be required in the case


 


12





















 


of an emergency) and its agents and other persons authorised by them with
all necessary workmen materials and appliances at such reasonable times so as
to cause as little disturbance to the Tenant’s business as is reasonably practicable
(or at any time in case of emergency) and whenever possible under the
reasonable supervision of the Tenant to enter upon the Demised Premises (i) to
execute repairs alterations or other works on any Adjoining Property and (ii)
in order to inspect Adjoining Property but in each case only where it is not practicable
to carry out such works or
inspection without such entry and for the purpose of executing the same to
erect scaffolding or to place ladders upon the Demised Premises or any exterior
part thereof the persons exercising such rights causing as little inconvenience
and physical damage as reasonably practicable and all such damage thereby occasioned
to the Demised Premises being made good to the Tenant’s reasonable satisfaction
at the Landlord’s cost as soon as reasonably practicable


 


Alterations
and additions


 


(8)                                  Not without the Landlord’s prior written
consent which consent shall not be unreasonably withheld or delayed (i) to
cut maim injure alter or add to the Main Structure or the exterior of the
Demised Premises (ii) to change in any way the materials used for the
exterior or the external or architectural decorations of the Demised Premises (iii) to


 


13





















 


carry out any works to any parts of the Demised Premises as may now or
in future be listed as of architectural or historical interest  PROVIDED that the Tenant may without the Landlord’s consent (i) carry out internal non-structural alterations
which do not cut into or damage
the Main Structure of the Demised Premises or any such listed item or any part thereof and (ii) erect
internal non-structural partitioning
which does not (except for bolts or other fixings) cut into and which does not damage the Main Structure
of the Demised Premises or any
part thereof and which in each ease comply in all respects with the requirements of the
relevant local authority and fire officer


 


User


 


(9)                                  (a)           The Tenant will not use the Demised Premises
nor permit or suffer the same to be used otherwise than (i) as a high
quality hotel (“the Hotel Use”) in keeping with the prestigious nature of the
present listed building on the Demised Premises and with the surrounding area
and/or (ii) as high class offices (“the Office User”) (excluding offices
for turf accountancy pools promoter
estate agency travel agency or staff agency (except where such offices are for head office
purposes) job centre or any
government department where members of the public generally attend whether at a counter or
otherwise without the


 


14





















 


necessity of appointment PROVIDED THAT for so long as the
Demised Premises are used for the Hotel Use not more than fifteen per
centum of the total floor area of the Demised Premises (excluding the basement
sub-basement and ground floors) may be used as offices PROVIDED THAT in
all cases the Tenant shall at all times comply with any then current Planning
Consents


 


(b)                                 Not to use or permit or suffer to be used the
Demised Premises or any part thereof for any illegal or immoral purpose or for any
dangerous noxious noisy or offensive trade or business or purpose whatsoever
nor except when the Demised Premises are used for Hotel Use to permit or suffer
any person to sleep therein NOR except as may be consistent with the
Hotel Use (i) permit any musical instrument gramophone wireless tape recorder
loud speaker or similar apparatus to be played or used thereon so as to be
audible from outside the Demised Premises or (ii) permit or suffer the
Demised Premises to be used for the purpose of any betting transaction within
the meaning of the Betting Gaming and Lotteries Act 1963 or for gaming within the
meaning of the Gaming Act 1968 with or between persons resorting to the Demised
Premises and not to make or permit or suffer to be made any application for a
Betting Office Licence


 


15





















 


or a Licence or registration
under the Gaming Act 1968 in respect of the Demised Premises


 


(c)                                  The Tenant will not do or suffer or permit to
be done upon the Demised Premises anything which may be or become a nuisance
damage danger or annoyance to the Landlord or the owners or occupiers of
Adjoining Property and will not permit or suffer any sale by auction or public meeting to be held upon the
Demised Premises save (for such times as the Demised Premises are used for Hotel Use) as may be
consistent with Hotel Use


 


(d)                                 The Hotel Use and the Office Use may include
(but not as a predominant use) restaurants and bars and a gymnasium car park
and retail sales accessed from inside the Demised Premises


 


Professional fees and charges


 


(10)         To pay to the Landlord all reasonable and
proper costs charges and expenses (including Solicitors’ costs and Surveyors’
and other professional costs) and fees (including Bailiffs’ costs) incurred in
connection with:-


 


16


















 


(a)                                  the preparation and/or service of any notice
under Sections 146 and 147 of the Law of Property Act 1925 notwithstanding that
forfeiture for any breach shall be avoided otherwise than by relief granted by
the Court


 


(b)                                 the lawful enforcement of any of the
covenants on the part of the Tenant and the conditions herein whether during or
after the termination of the Term


 


(c)                                  any consent or licence required from the
Landlord as herein provided for which application is made whether the same is
given or properly refused (except where it is held to be unreasonably withheld
or delayed)


 


(d)                                 the preparation and/or service of my
schedule of dilapidations during or after the termination of the Term


 


Value Added Tax


 


(11)         All payments (including rent) whatsoever due
to the Landlord from the Tenant shall be exclusive of Value Added Tax and the
Tenant shall in addition pay the full amount of any Value Added Tax or other
similar tax properly chargeable in respect of such sum whether or not such tax
is imposed as a result of an election by the Landlord


 


17





















 


Insurance


 


(12)         (a)           To
insure (inter alia) in joint names of the Landlord and the Tenant the whole of
the Demised Premises against loss or damage by the Insured Risks with an
insurer of repute of Lloyds underwriter or otherwise in an insurance company in
each case agreed by the Landlord for the Full Reinstatement Costs


 


(b)           Punctually
to pay or procure to be paid all premiums and other sums for effecting and
maintaining such insurance as aforesaid after the same shall respectively
become due and whenever reasonably requested by the Landlord or its agents but
not more than once in every year to produce on demand satisfactory evidence of
payment of the last premium and in case default shall be made in effecting or
keeping on foot any such insurance then the Landlord shall be entitled (but not
obliged) to insure in the same manner and the Tenant shall on demand reimburse
the Landlord all sums properly paid by the Landlord for such purpose


 


(c)           As
often as the Demised Premises or any part thereof shall be destroyed or damaged
by the Insured Risks forthwith to negotiate in conjunction with the Landlord a
settlement of all claims under the said policy and thereupon unless the reinstatement
shall be frustrated as soon as practicable to lay out or cause to be laid out
all moneys received in respect of such insurance together with any other moneys
required in rebuilding


 


18





















 


repairing and reinstating the Demised Premises or
such part thereof so far as practicable substantially to the same plan and elevation as that existing immediately
prior to such damage or destruction but in any event as convenient and
commodious and in accordance with the statutory requirements in force at the
time of such reinstatement and in consultation with and to the reasonable
satisfaction in all respects of the Landlord PROVIDED
ALWAYS that if any such rebuilding or reinstatement shall be
frustrated all such insurance moneys (so far as unapplied as aforesaid) shall
be divided between the Landlord and the Tenant in such proportions as may be
agreed


 


(d)           Not to effect any separate insurance of the
Demised Premises against loss or damage by the Insured Risks and all insurance
against such loss or damage as aforesaid shall be effected only in accordance
with the terms of this sub-clause


 


(e)           Not to do or allow to be done in or on the
Demised Premises anything whereby the insurance against loss or damage by the
Insured Risks may be vitiated or prejudiced


 


Alteration


 


(13)         (a)           Not to assign part only of the Demised
Premises


 


19





















 


(b)                                 Not (except to a group company of the Tenant)
to assign or underlet the whole of the Demises Premises without the consent of
the Landlord such content not to be unreasonably withheld or delayed and before
any assignment the Tenant shall covenant with the Landlord in the terms set out
in the Sixth Schedule


 


(c)                                  If so reasonably required by the Landlord any
assignee shall provide a
guarantee or guarantors reasonably acceptable to the Landlord who shall
covenant with the Landlord in the terms set out in the Seventh Schedule


 


(d)                                 Not
to underlet parts of the Demised Premises so that the floors set out below are
in the possession or occupation of more than the number of separate persons set
out against them the Tenant in each case counting as one such person


 


(i)                                     For
so long as the Demised Premises are solely used for Hotel Use


 


	
  Sub-basement

  	
   

  	
  :

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basement

  	
   

  	
  :

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ground Floor

  	
   

  	
  :

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First Floor

  	
   

  	
  :

  	
   

  	
  3

  



 


20





















 


(ii)                                  For
so long as the Demised Premises are solely used for Office Use


 


	
  Sub-basement

  	
   

  	
  :

  	
   

  	
  No limit on number subject to the proviso
  that the whole or part of the sub-basement shall not be underlet to anyone
  except an occupier in the remainder of the building

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Basement

  	
   

  	
  :

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ground Floor

  	
   

  	
  :

  	
   

  	
  3 subject to the proviso that up to two
  reception areas solely serving occupiers of all or part of the upper floors
  and included in such an underletting shall not be included in this permitted
  total

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First to Fifth Floors Inclusive

  	
   

  	
  :

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sixth Floor

  	
   

  	
  :

  	
   

  	
  2

  



 


21





















 


	
  Seventh and Eighth Floors

  	
   

  	
  :

  	
   

  	
  1

  



 


Provided that:


 


(i)                                     In every case such separate unit of
accommodation to be underlet or retained shall be capable of being used as a
separate self contained unit


 


(ii)                                  Should the tenant by virtue of Clause
3(9)(a) hereof choose to use part of the building for offices whilst it
primarily remains an hotel the limits above for office use shall apply to those
parts of the building that the Tenant chooses to use for offices


 


(e)                                  Not underlet any part of the Demised Premises
(as opposed to the whole) for a term exceeding twenty years nor in relation to
any such underletting in the last twenty years of the Term without procuring
that the security of tenure provisions of Part II of the Landlord and
Tenant Act 1954 are excluded


 


(f)                                    Nothing in this Lease shall prevent the
Tenant entering into usual management and licensing arrangings for the use of
any parts of the Demised Premises consistent with the Hotel Use


 


(g)                                 Notwithstanding the other provisions of this
sub-clause the Tenant or any sub-tenant may share occupation of the whole or
part of the Demised Premises with any Company which is a holding company or
subsidiary company or associated company (as defined by Section 416 of the
Income and Corporation Taxes Act 1988) of the Tenant or sub-tenant (as
appropriate) Provided that no relationship of landlord and tenant is thereby


 


22





















 


created and the occupation is upon terms under which such company will
vacate the Demised Premises forthwith upon its ceasing to be a holding or
subsidiary or associated company of the Tenant (or sub-tenant) (as defined
aforesaid)


 


Registration of documents


 


(14)         To deliver or cause to be delivered to the Landlord or its agents for the
time being a notice of every assignment underletting disposition or devolution
of or charge on or transfer of the title of the Demised Premises or any part
thereof whether by way of mortgage or otherwise and whether for the whole or
any part of the Term or otherwise within one month after the execution or
signature of any deed or document or after the date of any probate letters of
administration or other instrument or any court order by which such assignment
underletting disposition devolution charge or transfer may be effected or
evidenced such notice to specify the name and address and description of the
person or persons to whom or in whose favour the assignment underletting
disposition devolution charge or transfer shall be made or take effect and also
at the time of delivery of any such notice to produce the deed document
instrument or order or a certified copy thereof by which such assignment
underletting disposition devolution or transfer (but not charge) shall purport
to be effected or evidenced as aforesaid for the purpose of having a memorandum
thereof entered in a register to be kept for that purpose and to pay to the
Landlord or its agent their reasonable fees for the registration of each such
deed document instrument or order or certified copy thereof


 


Signboards, notice boards and other displays


 


(15)                            (a)           Not to display on the exterior of the Demised
Premises any signs or advertisements other than those relating solely to the
use of the Demised Premises or the business carried on in the


 


23





















 


Demised Premises and/or recording the names and logos of the occupiers
of the Demised Premises or which are consistent with the Hotel Use


 


(b)                                 Not to change the name of the building on the
Demised Premises without the Landlord’s prior written consent (such consent not
to be unreasonably withheld or delayed)


 


Planning Acts


 


(16)         Without prejudice to the generality of sub-clause 3(4) hereof and in
relation to the Planning Acts


 


(a)                                  at
all times during the Term to comply with the Planning Acts and all licences
consents permissions and condition (if
any) thereunder so far as the same respectively relate to or affect the Demised
Premises or any part thereof or any operations works acts or things already
carried out executed done or omitted by the Tenant or hereafter to be carried
out executed done or omitted thereon or the use thereof for any purpose and at
all times hereafter to indemnify and keep indemnified the Landlord against all
actions proceedings costs expenses claims and demands in respect of any
contravention of such provisions and requirements


 


(b)                                 during
the Term so often as occasion shall require without expense to the Landlord to
obtain from the relevant planning authority or the Secretary of State for the
Environment or other authorised person or body all such licences consents and
permissions (if any) as may be required for the carrying out by the lawful
occupier thereof from time to time of such person’s operations on the Demised
Premises or the institution or


 


24





















 


continuance thereon of such person’s use thereof which may constitute
development within the meaning of the Planning Acts but so that the Tenant
shall not make any application for such licence consent permission or
determination without the previous written consent of the Landlord (which shall
not be unreasonably withheld)


 


(c)                                  on
receipt by the Tenant of any notice order licence consent permission proposal
or determination under the Planning Acts relating to the Demised Premises or its
use to deliver forthwith to the Landlord a copy thereof and (unless the Tenant
shall lawfully decline to implement a permission subject to conditions which it
reasonably considers onerous) without delay and without expense to the Landlord
to comply with such notice order licence consent permission proposal or
determination


 


(d)                                 to
pay and satisfy any charge that may hereafter be imposed under the Planning
Acts by reason or in respect of the carrying out of any such operations or the
institution or continuance of any such use as aforesaid


 


(e)                                  if
and when called upon so to do to produce to the Landlord or the Landlord’s
surveyor at the Tenant’s expense all such plans documents and other evidence as
the Landlord may reasonably require in order to satisfy itself that the
provisions of this covenant have been complied with in all respects


 


To pay cost of abating nuisances


 


(17)         To
pay all reasonable and proper costs charges and expenses incurred by the
Landlord in abating a nuisance on the Demised Premises and executing


 


25





















 


all works as
may be necessary for abating a nuisance on the Demised Premises in obedience to
a notice served by a local authority


 


Encroachments, easements


 


(18)         At the request and cost of the Landlord promptly to do all such acts
matters or things as may be proper and necessary:


 


(a)                                  to prevent any encroachment upon the Demised
Premises or the acquisition of any right to light passage drainage or other easement
or other right in over or under the Demised Premises


 


(b)                                 to prevent any easement or other right
belonging to used with or enjoyed by the Demised Premises or any part thereof
from being obstructed or lost


 


and as soon
as the same shall come to the Tenant’s actual notice forthwith to give notice
to the Landlord of any threatened encroachment or attempt to acquire any such
easement or other right or threatened obstruction or loss of any such easement
or other right and at the expense of the Landlord on the reasonable request of
the Landlord to adopt such means as may be required or deemed proper for
preventing any such right liberty encroachment or the acquisition of any such
easement


 


Covenants on Freehold


 


(19)                            To observe and perform the agreements covenants and stipulations
contained or referred to in the documents brief particulars of which are set
out in the Fourth Schedule insofar as the same are still subsisting and
affect and are capable of being enforced against the Demised Premises or the
owner Landlord Tenant or occupier thereof and to


 


26





















 


keep the Landlord indemnified against all actions proceedings costs
claims demands expenses and liabilities in any way relating thereto


 


Expense of party walls etc


 


(20)         To
contribute and pay on demand a rateable or proper proportion of the costs and
expenses (to be reasonably determined by the Landlord’s Surveyor) expended or
charged to the Landlord of making repairing maintaining rebuilding and
cleansing all ways roads pavements sewers drains pipes watercourses walls party
structures fences or other conveniences which shall belong to or be used by the
Demised Premises in common with other premises and to keep the Landlord
indemnified against such proportion of all such costs and expenses as aforesaid


 


Indemnity


 


(21)         To
indemnify the Landlord from and against all actions costs claims demands loss
damage and liability whatsoever arising as a result of any breach or
non-observance of the covenants on the part of the Tenant and conditions to be
observed by the Tenant herein contained or directly or indirectly as a result
of the state of repair any additions or other alterations the use or occupation
of the Demised Premises


 


Defective Premises


 


(22)         To notify the Landlord without delay of any “relevant defect” in the
state of the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or re-enactment
thereof for the time being in force AND
to display and maintain all notices and to erect and maintain effective
barriers if necessary which may from time to time be required to be displayed
or erected on the Demised Premises under the said Act AND to indemnify the Landlord against
all liability and cost


 


27





















 


arising in
respect of any notice claim or demands costs and proceedings thereunder


 


COVENANTS BY THE LANDLORD


 


Quiet enjoyment


 


4.             The
Landlord covenants with the Tenant that the Tenant paying the rents
hereinbefore reserved and performing and observing the several covenants
conditions and agreements on the part of the Tenant herein contained shall and
may peaceably hold and enjoy the Demised Premises during the Term without any
interruption by the Landlord or by any person lawfully claiming through under
or in trust for it or by title paramount


 


GENERAL PROVISIONS


 


5.             PROVIDED ALWAYS AND IT IS HEREBY AGREED AND
DECLARED as follows:-


 


Forfeiture


 


(1)           If
the rents hereby reserved or any part thereof shall at any time be unpaid for
fourteen days after the due date for payment thereof (whether formally demanded
or not) or if any of the covenants or obligations on the part of the Tenant
herein contained shall not be performed or observed then and in any such case
it shall be lawful for the Landlord subject to the leave of the Court and the
consent of any person which may by law be required and subject to eight weeks
prior written notice having been given by the Landlord to any mortgagee or the
Tenant of its interest in the Demised Premises at any time thereafter to
re-enter upon the Demised Premises or any part thereof in the name of the whole
and thereupon this demise shall absolutely determine but without prejudice to
any right of action of the Landlord in respect of any


 


28





















 


antecedent breach of any of the covenants on the part of the Tenant
herein contained PROVIDED ALWAYS
that nothing in this Clause contained shall be construed as qualifying or
restricting the meaning or application of any of the covenants on the part of
the Tenant herein or as giving authority for the Tenant not to comply strictly
with these presents


 


Non Waiver


 


(2)           The demand for and/or
the acceptance of rent by the Landlord or by any person acting on behalf of or
as agent for the Landlord shall not constitute and shall not be construed or
deemed to mean a waiver of any of the covenants on the part of the Tenant
herein contained or of any breach of non-performance thereof by the Tenant


 


Exoneration of liability of Landlord


 


(3)           The Landlord shall not
be liable for any injury or damage caused to any person or property by the
state or condition of the Demised Premises or by the Tenant or any of its
servants agents licensees or invitees or by the user of the Demised Premises
whether arising by accident or by reason of any negligence or other acts of the
Tenant or of any person or persons employed by it or any other cause whatsoever
(expect the act or default of the Landlord)


 


Severability


 


(4)           To
the extent that any provisions of the Lease is rendered void by Section 25 of
the Landlord and Tenant (Covenants) Act 1995 the provisions shall be severed
from the remainder of this Lease which shall remain in full force and effect


 


29





















 


Limitation of ancillary rights


 


(5)           Nothing herein contained shall confer on the Tenant any right to the
benefit of or to enforce any covenant or agreement contained in any deed or
writing relating to any adjoining or neighbouring premises or limit or affect
the right of the Landlord to deal with the same now or at any time hereafter in
any manner which may be thought fit nor shall the grant of this Lease include
or operate as a grant or assurance of any liberty privilege easement
quasi-easement right or advantage whatsoever now held or enjoyed with or
appertaining or reputed to appertain to the Demised Premises or any part
thereof save as expressly set out herein


 


Restrictions on Access


 


(6)           In exercising any rights of entry to the Demised Premises whether under
Clause 3(6) or (7) the Third Schedule or otherwise the Landlord
accepts that whilst the Demised Premises are used for Hotel Use it may not have
access to any area which is occupied by guests of the hotel except in the case
of genuine emergency and may not erect scaffolding or carry out any works in
the public areas of the hotel except in case of emergency or where works
permitted under this Lease cannot otherwise be carried out or where the same
are repairs to the Demised Premises the Tenant is responsible for and has failed
to carry out


 


No warranty as to user


 


(7)           That nothing herein contained or implied or in any licence or consent
hereafter granted shall be taken to be a covenant warranty or representation by
the Landlord that the Demised Premises can be lawfully used for the purpose
hereinbefore referred to or for any other particular purpose whatsoever


 


30





















 


Notices


 


(8)           (a)           Any notice to be given hereunder and the
manner of giving of which is not otherwise provided for hereunder shall be in
writing (which shall include telex and telegraphic facsimile transmission) and
shall be delivered by hand or sent from within the United Kingdom by pre-paid
first class post or telex or telegraphic facsimile transmission as follows :-


 


(i)                                     in the case of the Tenant to its registered
office for the time being


 


(ii)                                  in the case of the Landlord to the Landlord’s
principal office for the time being


 


(iii)                               to such other address in the United Kingdom or as may previously have
been notified in writing to the giver thereof by the party to whom such notice
is required to be given under the terms of this Lease as being its address for
the purpose of service of notices pursuant to this Lease


 


(b)                                 Any notice shall be deemed to have been
served :


 


(i)                                     if delivered by hand on the first Working Day
following delivery


 


(ii)                                  if sent by first class pre-paid post to an
address on the United Kingdom mainland on the third Working Day after
posting


 


31





















 


(iii)                               if sent to an address outside the United Kingdom mainland on the fifth
Working Day after delivery to a recognised international courier company


 


(c)           In proving service it shall be sufficient proof in the case of a notice
sent by post that the envelope containing the same was properly stamped
addressed and placed in the post and in the case of a telex or telegraphic
facsimile successfully transmitted


 


Stamp Duty


 


(9)           The parties certify that there is no Agreement for Lease to which this
Lease gives effect


 


IN WITNESS   whereof the parties hereto
have caused this Lease to be duly executed the day and year first before
written


 


THE FIRST
SCHEDULE



The Demised Premises


 


All those
premises situate at Number 49 to 57 Berners Street in the City of Westminster
as the same are for the purpose of identification only shown edged red on the
Plan (the part coloured blue being below ground level only) shortly known as
Sanderson House being part of the property included in the Title above
mentioned


 


32





















 





 


	
   

  	
  REPRODUCED FROM THE ORDNANCE

  
	
   

  	
  SURVEY MAP WITH THE SANCTION OF THE

  
	
   

  	
  CONTROLLER OF H.M. STATIONERY

  
	
   

  	
  OFFICE. CROWN COPYRIGHT RESERVED

  
	
   

  	
  LICENCE NO. AL 18024A

  
	
   

  	
   

  
	
  SANDERSON HOUSE 49-57 BERNERS ST BOUNDARY OF REGISTERED

  
	
  TITLE SHOWN EDGED RED THAT PART COLOURED BLUE BEING UNDER GROUND VAULTS.

  	
  

  
	
   

  
	
  SCALE 1:1250

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
   

  



 





















 


THE SECOND SCHEDULE


Rights Included


 


1.             The free passage and running of gas
electricity water soil and other services through and along the Conduits now in
or upon the Adjoining Property (or any Conduits replacing the same) and serving
any part of the Demised Premises


 


2.             The right to enter upon the Adjoining
Property for the purposes of:-


 


(1)                                  inspecting maintaining repairing or renewing
any of the Conduits thereon


 


(2)                                  carrying out any repairs renewals maintenance
necessary inspections or alterations to the Demised Premises


 


BUT only if such matters or works cannot
otherwise be reasonably effected from the Demised Premises the person
exercising such rights remedying any physical damage so caused as soon as
reasonably possible


 


THE THIRD
SCHEDULE



Exceptions


 


1.             The free passage and running of gas
electricity water soil and other services through and along the Conduits now in
or upon the Demised Premises or any Conduits replacing the same and serving any
part of the Adjoining Property


 


2.             The right to enter upon the Demised Premises
for the purposes of:


 


33





















 


(1)                                  inspecting maintaining repairing or renewing
any of the conduits thereon


 


(2)                                  carrying out any repairs renewals maintenance
or necessary inspections or alterations to any Adjoining Property


 


But only if such matters or works could not
otherwise be reasonably effected from the Adjoining Property the person
exercising such rights remedying any physical damage so caused as soon as
reasonably possible to the reasonable satisfaction of the Tenant


 


3.             All liberties privileges easements
quasi-easements rights and advantages whatsoever now held or enjoyed with or
appertaining or reputed to appertain to any Adjoining Property


 


4.             The right to deal in any manner whatsoever
with any Adjoining Property and to erect maintain rebuild or alter or suffer to
be erected maintained rebuilt or altered thereon any buildings whatsoever
whether such buildings shall or shall not affect or diminish the light or air
which may now or at any time hereafter be enjoyed for or in respect of the
Demised Premises


 


THE FOURTH
SCHEDULE



Matter to which Lease is
Subject


 


The matters on the date hereof contained or
referred to in the Property and Charges Registers of Title Number NGL684213
insofar as the same affect the Demised
Premises excepting only any mortgage charge or debenture referred to in the
Charges Registers of the aforementioned title


 


34





















 


THE FIFTH SCHEDULE above mentioned



Rent Review


 


1.             The
terms defined in this paragraph shall for the purposes of this
Schedule have the meanings specified :-


 


	
  “Base Figure”

  	
   

  	
  is 154.4

  
	
   

  	
   

  	
   

  
	
  “Increase”

  	
   

  	
  means the amount (if any) by
  which the Index for the month preceding the relevant Review Date exceeds the
  Base Figure

  
	
   

  	
   

  	
   

  
	
  “Index”

  	
   

  	
  means the “all items” index
  figure of the Index of Retail Prices published by the Department of
  Employment or any successor of the Ministry or Department

  
	
   

  	
   

  	
   

  
	
  “Initial Rent”

  	
   

  	
  the yearly sum of Seventy-five
  thousand pounds (£75,000.00) as before reserved

  
	
   

  	
   

  	
   

  
	
  “Review Dates”

  	
   

  	
  means the Twenty-fourth day of
  June Two thousand and seventeen and the Twenty-fourth day of
  June in each of the years Two thousand and thirty-seven Two thousand and
  fifty-seven Two thousand and seventy-seven Two thousand and ninety-seven Two
  thousand one hundred and seventeen and Two thousand one hundred and
  thirty-seven and the “Review Date” means any one of the Review Dates as
  appropriate

  



 


35





















 


	
  “Review Period”

  	
   

  	
  means the period between any
  Review Date and the day prior to the next Review Date (inclusive) or between
  the last Review Date and the expiry of the Term (inclusive)

  



 


2.             The revised annual rent for any
Review Period (subject to Paragraph 5 of this Schedule) shall be :


 


	
   

  	
  A +

  	
   (B x A)

  
	
   

  	
    C

  



 


Where A =
Initial Rent       B = Increase and       C = Base Figure


 


3.             If the reference base used to
compile the Index shall change after the date of this Lease the figure taken to
be shown on 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


 


4.             If it becomes impossible by reason
of any change after the date of this Lease in the methods used to compile the
Index or for any other reason whatever to calculate the revised rent by
reference to the Index or if any dispute or question whatever shall arise between
the parties with respect to the amount of the revised rent or the construction
or effect of this clause the determination of the revised rent or other matter
in difference shall be determined by an arbitrator to be appointed either by
agreement between the parties or in the absence of agreement by the President
for the time being of the Royal Institution of Chartered Surveyors (or his duly
appointed deputy or any person authorised by him to make appointments on his
behalf) on the application of either party (this being deemed to be submission
to arbitration within the meaning of the Arbitration Acts 1950 to 1979) who
shall have full power to determine what would have been the increase in the
Index had it


 


36





















 


continued on
the basis and in view of the information assumed to be available for the
operation of this rent review or (if that
determination shall also be impossible) shall determine a reasonable revised
rent for the Demised Premises having regard to the purposes and intent of the
provisions in this Lease for the review of the revised rent


 


5.             In no circumstances shall the rent payable after a Review Date be less than
that payable immediately before such Review Date


 


6.             The Landlord shall before each Review
Date give written notice to the Tenant of the amount of the revised annual rent
as long as the Index for the month preceding the relevant Review Date has been
published prior to the Review Date or has been determined in accordance with
Paragraph 4 of this Schedule prior to the Review Date otherwise the
Landlord shall give notice as soon as possible after the Review Date


 


THE SIXTH
SCHEDULE above mentioned


Authorised Guarantee
Agreement


 


THIS AUTHORISED
GUARANTEE AGREEMENT is made the day of 19


 


BETWEEN


 


	
  (1)

  	
  (“the Landlord”)

  
	
  (2)

  	
  (“the Assignor”)

  
	
  (3)

  	
  (“the Assignee”)

  



 


1.             INTERPRETATION


 


(1)                                  In this Agreement and the
Schedule hereto unless there is something in the subject or context
inconsistent therewith the following expressions shall have the meanings
ascribed to them


 


37





















 


	
  “the Act”

  	
   

  	
  means the Landlord and Tenant (Covenants)
  Act 1995 and any enactment for the time being amending or replacing the same

  
	
   

  	
   

  	
   

  
	
  “the Assignee”

  	
   

  	
  means the party numbered three above and
  its successors and assigns

  
	
   

  	
   

  	
   

  
	
  “the Assignment”

  	
   

  	
  means the assignment authorised by the Licence

  
	
   

  	
   

  	
   

  
	
  “Assignor”

  	
   

  	
  means the party numbered two above

  
	
   

  	
   

  	
   

  
	
  “the Demised Premises”

  	
   

  	
  means the premises demised by the Lease

  
	
   

  	
   

  	
   

  
	
  “the Landlord”

  	
   

  	
  means the party numbered one above or other the person or persons for
  the time being entitled to the reversion immediately expectant on the
  determination of the Term

  
	
   

  	
   

  	
   

  
	
  “the Lease”

  	
   

  	
  means the Lease short particulars of which are set out in the
  Schedule hereto and includes any deeds or documents supplemental thereto

  
	
   

  	
   

  	
   

  
	
  “the Licence”

  	
   

  	
  means a Licence of even date herewith and made between the same
  parties as this Agreement

  
	
   

  	
   

  	
   

  
	
  “the Term”

  	
   

  	
  means the term granted by the Lease

  



 


38





















 


(2)                                  Where the context
so requires or admits the masculine includes the feminine and the singular
includes the plural AND where for the time being any party comprises two or
more persons the covenants expressed to be made by such party shall be deemed
to be made by such persons jointly and severally


 


(3)                                  All references to clauses
are to clauses of this Agreement and all references to the Schedule are to
the Schedule to this Agreement


 


(4)                                  The headings in
this Agreement are inserted for convenience only and shall be ignored in
construing this Agreement


 


2.             THE LICENCE


 


This
Agreement is supplemental to the Licence whereby the Landlord granted to the
Assignor licence to assign the Lease to the Assignee on the terms therein set
out and in consideration of the Landlord granting the Licence the Assignor has
agreed to enter into the covenants on its part set out below


 


3.            COVENANTS AND INDEMNITY BY THE ASSIGNOR


 


The
Assignor hereby covenants with the Landlord as a primary obligation and not
merely as guarantor that as from the Assignment and thereafter for the
remainder of the Term (unless released from liability under the Act) the
Assignee or the Assignor shall at all times duly observe and perform all the
tenant’s covenants contained in the Lease including the payment of the rents
and all other sums payable under the Lease in the manner and times therein
specified and the Assignor hereby covenants to indemnify the Landlord against
all claims demands losses damages liability costs fees and expenses whatsoever
sustained by the Landlord by reason of or arising in any way directly or
indirectly out of any default by the Assignee in the performance


 


39





















 


and
observance of any of its obligations or the payment of any rent or other sums


 


4.             ASSIGNOR JOINTLY AND SEVERALLY LIABLE WITH
ASSIGNEE


 


The Assignor hereby further covenants with the
Landlord that as from the Assignment and thereafter for the remainder of the
Term (unless released from liability under the Act) the
Assignor is jointly and severally liable with the Assignee (whether before or
after any disclaimer by a liquidator or trustee in bankruptcy) for the
fulfilment of all the obligations of the Assignee under this Agreement and
agrees that the Landlord in the event of enforcement of its rights hereunder
may proceed against the Assignor as if the Assignor were the sole or principal
debtor in relation to the Tenant’s covenant in question


 


5.             WAIVER BY
ASSIGNOR


 


The
Assignor hereby waives any right to require the Landlord to proceed against the
Assignee or to pursue any other remedy whatsoever which may be available to the
Landlord before proceeding against the Assignor


 


6.             POSTPONEMENT OF
CLAIMS BY ASSIGNOR AGAINST ASSIGNEE


 


The
Assignor hereby further covenants with the Landlord that the Assignor shall not
claim in any liquidation bankruptcy composition or arrangement of the Assignee
in competition with the Landlord or claim any set off or counterclaim against
the Assignee in respect of any liability to the Assignee by the Assignor and
shall remit to the landlord the proceeds of all judgments and all distributions
it may receive from any liquidator trustee in bankruptcy or supervisor of the
Assignee and shall hold for the benefit of the Landlord all security and rights
the Assignor may have over assets of the Assignee


 


40





















 


whilst any liabilities of the Assignee and the
Assignor to the landlord remain outstanding


 


7.             POSTPONEMENT
OF PARTICIPATION BY ASSIGNOR IN SECURITY


 


The Assignor shall not be
entitled to participate in any security held by the Landlord in respect of the
Assignee’s obligations to the Landlord under the Lease or to stand in the place
of the Landlord in respect of any such security until all the obligations of
the Assignee and the Assignor to the Landlord under the Lease have been
performed or discharged


 


8.            NO RELEASE OF ASSIGNOR


 


None
of the following or any combination thereof shall release determine discharge
or in any way lessen or affect the liability of the Assignor as principal
debtor under this Agreement or otherwise prejudice or affect the right of the
Landlord to recover from the Assignor to the full extent of this guarantee:


 


(1)                                  any neglect delay or forbearance of the
Landlord in endeavouring to obtain payment of the rents or the amounts required
to be paid by the Assignee or in enforcing the performance or observance of any
of the obligations of the Assignee under the Lease


 


(2)                                  any refusal by the
Landlord to accept rent tendered by or on behalf of the Assignee 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


 


(3)                                  any extension of
time given by the Landlord to the
Assignee


 


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(4)                                  the variation of
the terms of the Lease or the transfer of the Landlord’s reversion


 


(5)                                  any change in the
constitution structure or powers of either the Assignee the Assignor or the
Landlord or the liquidation administration or bankruptcy (as the case may be)
of either the Assignee or the Assignor


 


(6)                                  any legal
limitation or immunity disability or incapacity of the Assignee (whether or not
known to the Landlord) or the fact that any dealings with the Landlord by the
Assignee may be outside or in excess of the powers of the Assignee


 


(7)                                  any other act
omission matter or thing whatsoever whereby but for this provision
the Assignor would be exonerated either wholly or in part (other than a release
by deed given by the Landlord)


 


9.             INVALIDITY OF PROVISIONS


 


No
invalidity of any provision of this Agreement shall in any way vitiate or
affect any other provision of this Agreement


 


10.          SURRENDER OF PART


 


In
the event of the Assignee surrendering part of the Demised Premises the
liability of the Assignor shall continue in respect of the remainder after
making any necessary apportionments under section 140 of the Law of
Property Act 1925


 


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11.          DISCLAIMER OF
LEASE


 


The Assignor hereby
covenants with the Landlord that if a liquidator or trustee in bankruptcy shall
disclaim the Lease then the Assignor shall if so required by notice in writing
given by the Landlord within six months after such disclaimer accept from and
deliver to the Landlord a counterpart of a new lease of the Demised Premises
(i) for a term commencing on the date of disclaimer and continuing for the
residue then remaining unexpired of the Term (ii) at the rent payable by
the Assignee immediately before the disclaimer (“the Old Rent”) unless the
revised rent at a review date occurring before or after such disclaimer has not been
agreed or determined in accordance with the provisions of the Lease then the
Landlord and the Assignor shall take such steps as are necessary to agree or
determine the revised rent in accordance with such provisions in which event
the rent payable by the Assignor under the new lease shall be whichever shall
be the higher of the Old Rent and the revised rent and (iii) subject to
the same covenants and provisions as are contained in the Lease AND on the
grant of such new lease the Assignor shall pay to the Landlord an amount equal
to the rents which would have been paid to the Landlord had the new lease been
granted by the Landlord on the date of the disclaimer


 


12.          BENEFIT OF GUARANTEE


 


This
guarantee shall enure for the benefit of successors and assigns of the Landlord
under the Lease without the necessity for any assignment thereof


 


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THE SEVENTH SCHEDULE above mentioned


Surety Covenant



(referred
to in Clause 3(13)(c)


 


1.             The
Surety HEREBY COVENANTS
with and GUARANTEES to the
Landlord that the Tenant will at all times during the Term and during any
holding over of this Lease by the Tenant pay the rents hereby reserved and all
other sums and payments agreed to be paid by the Tenant at the respective times
and in manner herein appointed for payment thereof and will also duly perform
and observe the several covenants and obligations herein on the part of the
Tenant contained and that the Surety will pay and make good to the Landlord all
losses costs and expenses sustained by the Landlord through the default of the
Tenant in respect of the before-mentioned matters PROVIDED ALWAYS that any neglect or forbearance of the
Landlord in endeavouring to obtain payment of the said rents and payments as
and when the same become due or its delay to take steps to enforce performance
or observance of the several covenants and obligations herein on the part of
the Tenant contained and any time which may be given by the Landlord to the
Tenant or the disclaimer or forfeiture of this Lease shall not release or in
any way lessen or affect the liability of the Surety under the guarantee on the
part of the Surety hereinbefore contained


 


2.             The
Surety HEREBY FURTHER COVENANTS
with the Landlord that notwithstanding any such neglect or forbearance of the
Landlord or any disclaimer or forfeiture of this Lease if this Lease shall be
disclaimed or shall be forfeited under the provisions in that behalf
hereinbefore contained the Landlord may within three months after any such
disclaimer or forfeiture by notice in writing require the Surety to accept
within two months after the date of service of such notice a lease of the
Demised Premises for a term equivalent to the residue which if there had been
no disclaimer or forfeiture would have remained of the Term (as continued by
statute agreement or otherwise) at the same rents as shall be payable hereunder
and subject to the


 


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like covenants and to the like provisos and
conditions as are contained in this Lease with the exception of this Clause the
said new lease and the rights and liabilities thereunder to take effect as from
the date of such disclaimer or forfeiture and in such case the Surety shall pay
the Landlord’s reasonable and proper costs of and accept such new lease
accordingly and will execute and deliver to the Landlord a counterpart thereof


 


3.             The
guarantee hereby given shall not be affected by any change in the constitution
of the Tenant or any of the Tenant’s successors in title or the Landlord and
shall also operate for the benefit of the successors or assigns of the Landlord


 


4.             The
Surety as a separate obligation hereby covenants with the Landlord that the
Surety will at all times hereafter indemnify the Landlord from and against all
actions proceedings costs claims demands expenses damage and other losses or
liability whatsoever which may arise or which the Landlord may incur directly
or indirectly as a result of any default by the Tenant in paying the said
rents or in observing and performing the covenants agreements and conditions
herein contained and on the part of the Tenant to be observed and performed


 


5.             The Surety’s covenants with the
Landlord shall be primary obligations notwithstanding that as between the
Tenant and the Surety they are as surety only and accordingly the Surety’s obligations hereunder shall have effect
irrespective of any matter which might otherwise constitute a legal or
equitable discharge or defence of the Surety


 


6.             Reference
in this clause to the payment of the rents hereby reserved and to the
observance and performance of the covenants agreements and conditions herein
contained shall extend not only to such payment observance and performance
during the period of the term hereby granted but also to the


 


45





















 


period of any extension or continuation of the said term by virtue of
the Landlord and Tenant Act 1954 or otherwise


 


 


	
  SIGNED as a Deed by

  
	
  the said PATRICIA ANN ALLSOPP

  
	
  in the presence of :-

  	
  /s/ Patricia Ann Allsopp

  	
   

  
	
   

  
	
   

  
	
  Signature of Witness :

  	
  /s/ Edward [ILLEGIBLE]

  	
   

  
	
   

  
	
  Name (Print) of Witness :- 

  
	
   

  
	
  Address of Witness :- [ILLEGIBLE]

  
	
   

  
	
   

  
	
  Occupation of Witness :- Co Director

  
					



 


 


	
  SIGNED as a Deed by

  
	
  the said MICHAEL EDWARD RANULP
  ALLSOPP

  
	
  in the presence of :-

  	
  /s/ Michael Edward Ranulp Allsopp

  	
   

  
	
   

  
	
   

  
	
  Signature of Witness :

  	
  /s/ Edward [ILLEGIBLE]

  	
   

  
	
   

  
	
  Name (Print) of Witness :-

  
	
   

  
	
  Address of Witness :- 

  
	
  as above

  
	
   

  
	
  Occupation of Witness :-

  
				



 


 


	
  SIGNED as a Deed by

  
	
  the said WILLIAM PAUL HARRIMAN

  
	
  in the presence of :-

  	
  /s/ William Paul Harriman

  	
   

  
	
   

  
	
   

  
	
  Signature of Witness :

  	
  /s/ Wilson Peter Cotton

  	
   

  
	
   

  	
   

  
	
  Name (Print) of Witness :-

  	
  WILSON PETER COTTON.

  
	
   

  	
   

  
	
  Address of Witness :-

  	
  1, RIDING HOUSE STREET.

  
	
   

  	
  LONDON WIA 3AS.

  
	
   

  	
   

  
	
  Occupation of Witness :-

  	
  CHARTERED ACCOUNTANT.

  
					



 


46





















 


	
  SIGNED as a Deed by

  
	
  the said ANDREW WILLIAM KENNEDY
  MERRIAM

  
	
  in the presence of :-

  	
  /s/ Andrew William Kennedy Merriam

  	
   

  
	
   

  
	
   

  
	
  Signature of Witness :

  	
  /s/ Wilson Peter Cotton

  	
   

  
	
   

  	
   

  
	
  Name (Print) of Witness :-

  	
  WILSON PETER COTTON.

  
	
   

  	
   

  
	
  Address of Witness :-

  	
  1, RIDING HOUSE STREET,

  
	
   

  	
  LONDON WIA 3AS.

  
	
   

  	
   

  
	
  Occupation of Witness :-

  	
  CHARTERED ACCOUNTANT.

  
					



 


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