Specimen Apartment Lease

DATED                                                                                        2005

 

 

 

(1)  CLEMENTINE INVESTMENTS LIMITED

(2)  XXX

 

 


LEASE


 

 

 

Apartment known as XXX 8 Dean Ryle Street,
Westminster,  London, SW1

 

 

 

Eversheds LLP
1 Callaghan Square
Cardiff CFIO SBT
Tel +44 (0) 29 2047 1147
Fax +44 (0) 29 2046 4347

 

H.M. LAND REGISTRY

LAND REGISTRATION ACT 2002

COUNTY & DISTRICT Greater London: City of Westminster
TITLE NUMBER TO BE ALLOCATED
PROPERTY Apartment XXX 8 Dean Ryle Street, Westminster, SW1

THIS LEASE is dated the              day of              200

and made BETWEEN the Parties

  1. PARTICULARS

    Parties:

    Landlord

    CLEMENTINE INVESTMENTS LIMITED whose registered office is at Akara Building, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (IBC Number 290376) and whose address for service in the United Kingdom is c/o Senator House, 85 Queen Victoria Street, London EC4V 4JL (Ref: RGRS)

    Tenant

    xxx of xxx

    Accounting Year

    the period of twelve months ending on 31 December in each year (or such other date as the Landlord may from time to time decide)

    Beneficial Ownership

    Beneficial joint tenants/tenants in common in [equal shares] [the following proportions]

    Building

    the building from time to time on the Development including all additions extensions alterations and appurtenances thereto

    Car Park

    the car parking area for use in connection with occupations of the Building situate on the lower ground floor and basement levels of the Building

    Commercial Investor

    shall mean the Tenant from time to time of the commercial/retail parts of the Building under a lease to be granted by the Landlord

    Development

    the whole of the property (including the Building) within Title Number NGL748409 and registered at HM Land Registry with title absolute and known or to be known as 8 Dean Ryle Street Westminster London SWl

    Company

    shall mean Westminster Green Management Company Limited whose registered office is at Senator House, 85 Queen Victoria Street, London, EC4V 4JL

    Apartment

    Apartment number XXX 8 Dean Ryle Street, Westminster, London SWl described in Part I of the First Schedule

    Building Common Parts

    those parts of the Building and the Service Installations not included nor intended to be included in this demise or a demise of Neighbouring Premises including all the Structural Parts of the Building, ducts, storage and meter cupboards, plant rooms, store rooms, sub-station and switch rooms and any other areas, staircases or lobbies within the Development and serving both the residential apartments and the other premises within the Building (but excluding any parts of the Building comprised in the Residential Common Parts)

    Interest Rate

    Four per centum per annum above the base rate of Barclays Bank plc from time to time or where such bank ceases to publish a base rate such other reasonable rate of interest as the Landlord shall from time to time determine

    Landlord's Title

    the Landlord's title to the Building registered at the Land Registry under title number NGL 748409

    Neighbouring Premises

    the remainder of the Building (other than the Apartment)

    Payment Days

    1st January and 1st July in each year

    Plans

    the plans numbered 1 + 2 annexed to this Lease

    Perpetuity Period

    the period of eighty years from the date of this Deed which shall be the perpetuity period applicable hereto

    Purchase Price

    £XXX (words & figures) Apartment Price Only

    Rent

    peppercorn

    Rent Commencement Date

    the date hereof

    Rent Day

    1st January in each year

    Residential Common Parts

    all or any of the following services matters or things made available for use with the residential apartments (and not shared with the Commercial Investor) the entrances, hallways, reception areas, staircases, lobbies and landings in the Building, all staff and caretaker areas for staffing and monitoring the Building, cycle store, all residential bin store areas, other storage or facility areas and meter cupboards, the lifts and lift plant rooms, hoists and all similar or associated equipment and apparatus, all CCTV and other security systems, door entry systems and fire alarms and sprinkler systems, all cisterns tanks and Service Installations serving more than one residential apartment, the gymnasium and business suite and other areas within the Building used in connection with such facilities, all landscaping and planting areas at all levels within the Development, all communal television or satellite aerial dishes or other television systems installed in the Building together with all and each other area or facility within the Development which at any time may be used or designated for use in connection with the residential apartments or other Residential Common Parts serving or used in connection with the same

    Building Service Charge

    the Tenant's Proportion properly determined and payable by the Tenant in respect of the Building Services in accordance with Part III of the Second Schedule

    Residential Service Charge

    the Tenant's Proportion properly determined and payable by the Tenant in respect of the Residential Services in accordance with Part III of the Second Schedule hereto

    Service Installations

    all pipes sewers drains ducts conduits watercourses wires cables channels flues and other conducting media all transforming and metering equipment including in connection with each all housing, fixings louvres and other covers on and serving the Development

    Residential Services

    the services set out in Part II of the Second Schedule hereto

    Structural Parts

    the foundations of the Building, the main structural frame and the exterior of the Building including all exterior walls, window frames and doors to the exterior and all patios roof terraces and balconies and all the Building's loadbearing columns and walls any party walls, the structural parts of the floors and ceilings and the timbers stanchions and girders and roofs of the Building (at whatever level) and floor slabs

    Building Services

    the services set out in Part I of the Second Schedule hereto

    Tenant's Proportions

    in relation to the Building Services XXX% and in relation to the Residential Services XXX% SAVE THAT the Tenant's Proportions may be varied as provided for in paragraph 6 of Part III of the Second Schedule

    Term

    999 years commencing on 1st January 2004

    the Agreement

    an Agreement for the sale of the Landlord's freehold reversion made between the Landlord and the Company

  2. DEFINITIONS AND INTERPRETATION
    1. The terms defined in this clause and in the Particulars have in this Lease unless the context otherwise requires the meanings specified
    2. Where in this Lease the context so admits-
      1. the expression "the Apartment" includes and excludes the features described in Part I of the First Schedule
      2. words importing one gender include the other gender and words importing the singular include the plural and vice versa

      3. the expressions "the Landlord" and "the Tenant" include their respective successors in title and the expression "the Landlord" (where requisite for the performance of any covenant right condition or obligation to which the Landlord's above title is subject at the date of this Lease) includes the reversioner for the time being immediately expectant upon the Term
      4. where for the time being there are two or more persons within the expression "the Landlord" or "the Tenant" obligations expressed or implied and made or to be made by or with that party are made by or with those persons jointly and severally

      5. where the expression "the Tenant" (in this clause meaning the original tenant who is a party to this Lease) includes two or more persons they hold the Apartment for themselves for the Beneficial ownership mentioned in the Particulars
      6. the expression "including" means "including, without limitation"
      7. the expression "indemnifi' means to indemnify against all actions, claims, demands and proceedings taken or made against the Landlord and all costs, damages, expenses, liabilities and losses incurred by the Landlord

      8. references to the Tenant include, and the Tenant's covenants bind, any undertenant or other person in occupation of the Premises or deriving title under the Landlord, their successors in title, and any other person under the Tenant's or their control, including employees, agents, workmen and invitees, and:

        1. the Tenant is to use all reasonable endeavours to ensure that these persons comply with the Tenant's covenants;

        2. the Tenant is not to permit or knowingly allow these persons to breach the Tenant's covenants, whether by act or omission;
        3. a breach by these persons of the Tenant's covenants, whether by act or omission, will be treated as a breach by the Tenant of the Tenant's covenants; and

        4. any references to the act or default of the Tenant include the acts or defaults of these persons,
      9. an obligation on the Tenant to pay a fair, proper or reasonable proportion includes an obligation, where reasonable, to pay the whole

  3. RECITALS
    1. The Landlord is registered at H.M. Land Registry as proprietor of the Development

    2. The Landlord wishes to dispose of each of the residential apartments in the Building by means of leases in substantially the same form as this Lease or as near to it as circumstances admit permit or require to the intent that the tenant for the time being of any residential apartment may be able to enforce (so far as possible) the performance and observance of covenants and provisions contained in the Lease of any other residential apartment in the Building so far as they affect the tenant or the apartment to which the tenant is entitled

    3. The Landlord wishes to dispose of each of the residential car parking spaces at the Building

    4. The Landlord has agreed with the Tenant for the grant to the Tenant of a lease of the Apartment for the consideration and at the Rent and on the terms and conditions hereinafter appearing

    5. The Landlord will as soon as possible after completion of the sale of the last residential apartment in the Building transfer its reversionary interest in the Development to the Company upon the terms of the Agreement

  4. DEMISE

    In consideration of the Purchase Price now paid by the Tenant to the Landlord (the receipt of which the Landlord acknowledges) and of the Rent and the covenants on the part of the Tenant hereby respectively reserved and contained the Landlord with full title guarantee demises unto the Tenant the Apartment TOGETHER WITH the rights set out in Part II of the First Schedule (which rights are subject to and conditional upon the Tenant paying the Rent and the Building Service Charge and the Residential Service Charge as provided for in this Lease) and EXCEPTING AND RESERVING unto the Landlord the rights set out in Part IIIof the First Schedule TO HOLD the same unto the Tenant for the Term the Tenant paying during the Term to the Landlord First the Rent and Secondly the Building Service Charge and the Residential Service Charge such payments to be made in accordance with the provisions of the Second Schedule
  5. The Tenant covenants with the Landlord to pay, without any deduction or set off:
    1. The Rent; and
    2. The Building Service Charge and the Residential Service Charge which shall each be paid in accordance with the provisions of the Second Schedule
  6. TENANT'S COVENANTS

    The Tenant with the intent to bind the Apartment and any person who may for the time being be the owner of an estate or interest in or the occupier of the Apartment COVENANTS with the Landlord and as a separate covenant with each of the tenants for the time being of each of the other residential apartments in the Building (all of whom the Landlord and the tenants of the other residential apartments are in this clause collectively called "the Covenantees") for the benefit of the residential apartments respectively vested in the Covenantees as follows:
    1. to pay the Building Service Charge and the Residential Service Charge in accordance with the provisions of the Second Schedule
    2. to observe the regulations set out in the Third Schedule and such other reasonable regulations as the Landlord may from time to time make for the safety care and cleanliness of the Development, the comfort and convenience of the tenants of other residential apartments in the Building and the use of any facilities within the Building. Any regulations made by the Landlord shall be in writing and notified to the Tenant pursuant to this subclause. When so notified the said regulations shall take effect as if the same are set out in the Third Schedule to take effect from the date of notification
    3. to pay all rates taxes assessments charges impositions and outgoings which may at any time during the Term be assessed charged or imposed upon or payable in respect of or by the owner or occupier of the Apartment and for all utility services supplied to or used within or in connection with the Apartment
    4. to keep the Apartment in good and substantial repair and decorative condition (but not to decorate any part of the exterior of the Apartment including the exterior of external doors of the Apartment) and forthwith to replace all broken glass windows of the Apartment and to replace and renew the Landlord's fixtures and fittings which reach the end of their useful life the replacement or renewal to be suitable and at least of equal and similar quality PROVIDED THAT the Tenant's obligations under this clause shall not extend to any damage caused by a risk covered by the insurance effected by the Landlord under clause 7 unless such insurance shall be vitiated by the act or default of the Tenant

    5. to permit the Landlord at reasonable times and whenever possible on giving reasonable notice to enter the Apartment and examine the state of repair and condition and to repair and make good within two calendar months after the giving of the notice all defects and wants of repair decoration replacement or renewal for which the Tenant is responsible and of which notice in writing has been given by the Landlord
    6. if the Tenant makes default in the performance of the covenants relating to works of repair decoration reinstatement replacement or renewal to permit the Landlord and persons authorised by the Landlord (but without prejudice to the right of re-entry contained in this Lease) to enter the Apartment at reasonable hours and (except in an emergency when no notice shall be required) upon giving reasonable notice and to carry out the works at the expense of the Tenant in accordance with those covenants and to repay the expense of the works (including professional fees incurred, VAT and other consequential costs) to the Landlord on demand
    7. to permit the Covenantees and persons authorised by the Covenantees to exercise the rights reserved by paragraph I of Part ID of the First Schedule
    8. not to cut maim or injure the Structural Parts and not to make any structural alterations or additions to the Apartment whatsoever and not to make any internal non structural alterations to the Premises without the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed provided that any requisite statutory or public authority consent has been obtained
    9. not to alter the acoustic attenuation coverings to the floor or the ceilings of the Apartment from that existing at the date hereof (renewal and replacement of the same type and quality due to wear and tear excepted provided that renewal or replacement of the flooring covers in the Apartment shall be by professional flooring contractor under the supervision of the Landlord or its managing agents)
    10. forthwith upon becoming aware of the same to notify the Landlord of any defects in or wants of repair decoration reinstatement replacement or renewal to the Building (and in particular the Residential Common Parts) for which the Landlord is responsible
    11. to yield up to the Landlord the Apartment at the expiry or sooner determination of the Term in good repair and decorative order and condition in accordance with the Tenant's covenants with all additions and improvements and all fixtures now and during the Term affixed or fastened to or upon the Apartment
    12. to use and occupy the Apartment for the purposes of a private residence in the occupation of one family only
    13. not to put any furniture or objects of any kind other than good quality garden furniture may be put on the balcony or roof terrace (if any) and to keep the same in a clean and tidy condition
    14. not to place any plant or plant holders on the balcony or roof terrace (if any) except as approved by the Landlord
    15. not to assign charge underlet or part with possession or occupation of part only of the Apartment as distinct from the whole
    16. not to assign underlet or part with possession or occupation of the Apartment as a whole without on each occasion procuring that any intended assignee or undertenant for a term of more than three years covenants directly with the Landlord (in the case of an assignment) to pay the Rent and perform the covenants and conditions contained in this Lease and in any event not to underlet the Premises for a term of less than six months
    17. not to assign the Apartment as a whole without contemporaneously with the assignment of this lease:
      1. procuring that the Assignee applies for membership of the Company in place of the Tenant
      2. causing and requiring the Assignee to enter into a Deed of Covenant in duplicate with the Company in the form set out in the Fourth Schedule and to lodge the Deed of Covenant in duplicate and to pay a reasonable fee to the Landlord or to the solicitors of the Landlord in connection with the engrossment approval and recording of the Deed of Covenant and as soon as reasonably practicable after the date of this Lease the Tenant is to apply to the Land Registrar on Land Registry form RXl to enter a restriction on the register of the title number allocated to the Property by the Land Registry in the following Land Registry standard form:

        "No disposition of the registered estate (other than a charge) by the Proprietor of the registered estate or by the Proprietor of any registered charge is to be registered without a certificate signed by Westminster Green Management Company Limited whose registered office is at Senator House, 85 Queen Victoria Street, London EC4V 4JL that the provisions of clause 6.17 of the Lease dated                                       have been complied"
      3. in the case of a company registered or whose main place of business is outside England and Wales procuring that the Assignee deposit a sum of not less than the estimate for the following year's Tenant's Proportion of the Building Service Charge and Residential Service Charge and completes a Deed providing for such security in such form as the Landlord may reasonably require and pays the landlord's reasonable costs (or those of the Landlord's solicitor) in connection with the preparation and completion of such deed
    18. Within 28 days of any assignment charge or underlease for a term of more than three years or sub-underlease for such a term or any transmission or other devolution relating to the Premises to produce for registration with the Landlord such deed or document or a certified copy of it and to pay to the Landlord such registration fee (not being less than £40.00) exclusive of VAT as shall be reasonably required
    19. Insurance
      1. not to do or permit or suffer to be done anything which may render an increased or extra premium payable for insurance arranged pursuant to the provisions of this Lease or which may make the insurance void or voidable
      2. if owing to the act or default of the Tenant the premiums on the Building are increased on demand to pay and indemnify the Landlord against all increased premiums
      3. not to insure in respect of risks against which the Landlord has insured under the provisions of this Lease
      4. if a claim is made under the Landlord's insurance policy then to pay to the Landlord on demand a fair proportion attributable to the Apartment of any excess required to be home by the insured
      5. if the Apartment is damaged or destroyed by the occurrence of a risk against which the Landlord has or ought to have insured under the provisions of this Lease to give immediate notice to the Landlord
      6. if the Building is damaged or destroyed by the occurrence of a risk against which the Landlord has insured and the insurance money under the policy of insurance effected by the Landlord is wholly or partly irrecoverable by reason of the act default or omission of the Tenant then and in every case forthwith to pay to the Landlord the whole or (as the case may require) the irrecoverable proportion of the cost of rebuilding and reinstating the Building
      7. if the Building is destroyed or damaged and owing to the act or default of the Tenant the insurance money is wholly or partly withheld then the Tenant will immediately pay the Landlord the whole or (as appropriate) a fair proportion of the cost of completely rebuilding and reinstating the Building including professional fees and all incidental costs and expenses and Interest
      8. to comply with all the requirements and reasonable recommendations of the Landlord's insurers
    20. to pay all expenses including solicitors' costs and disbursements and surveyors' fees reasonably and properly, incurred by the Landlord incidental to the preparation and service of a notice under Section 146 of the Law of Property Act 1925 or incurred in or in contemplation of proceedings under Sections 146 or 147 of that Act or of proceedings on account of arrears of Rent and/or Building Service Charge and/or Residential Service Charge for forfeiture of this Lease or for the recovery or attempted recovery of those arrears notwithstanding forfeiture is avoided otherwise than by relief granted by the Court and to pay all expenses including solicitors' costs and disbursements and surveyors' fees reasonably and properly incurred by the Landlord of and incidental to the service of notices and schedules relating to defects or wants of repair decoration replacement or renewal arising before the expiration or sooner determination of the Term whether the notice be served during or after the expiration or sooner determination of the Term
    21. not to do or omit to do or permit or suffer to be done or omitted to be done anything in the Apartment the doing or omission of which would be a contravention of the provisions of the Town and Country Planning Acts 1971•1990 or any re•enactment or modification thereof and to indemnify the Landlord against all actions proceedings costs claims and demands in respect of those acts or omissions
    22. not to impose any undue loadings to any part of the floor surface or structure of the Apartment or the Building and not to bring on to the Apartment or the Building any article which is or may become a danger to some or all the occupants or users thereof without first notifying and receiving approval from the Landlord.
    23. not to overload the electrical systems within the Apartment or the Building
    24. not to use any machinery or equipment in the Apartment which is audible outside the Apartment or which causes detectable vibration either within or outside the Apartment
    25. not to obstruct or discharge any hazardous materials, oil, grease or any other deleterious materials into any of the Service Installations serving the Apartment
    26. to comply with all fire precautions and evacuation procedures which may from time to time apply within the Building
    27. not to affix paint place or display hoardings advertisements or notices of any description or suffer them to be affixed on the outside of the walls or doors of the Apartment or the Building
    28. forthwith after service upon or receipt by the Tenant of a notice order or direction affecting the Development by any person body or authority (other than the Landlord) to deliver a true copy to the Landlord and if so required by the Landlord to join with it at its expense in making such representations concerning proposals affecting the Development as the Landlord may reasonably consider desirable and to join with the Landlord at its expense in appealing against any order or direction affecting the Development as the Landlord may reasonably consider desirable
    29. to comply forthwith at the Tenant's own expense with any nuisance sanitary or any statutory notice lawfully served by any local or public authority upon the Landlord or the Tenant with respect to the Apartment and similarly to comply with all requirements of or made under or deriving validity from local or national legislation and regulations which are now or may come into force whether relating to the Apartment or to the user or any fixture equipment or chattel in the Apartment
    30. not to do or omit to do or permit or suffer to be done or omitted to be done in or about the Apartment or any premises used for the purposes of but not comprised in the Apartment anything whereby the Landlord may become exposed to liability to pay any penalty damages compensation costs charges or expenses and to keep the Landlord indemnified against liability in that respect
    31. to indemnify and reimburse the Landlord for costs and expenses incurred by or awarded against the Landlord arising out of steps taken by it at the Tenant's request against the tenant of any other residential Apartment in the Building (including reasonable reimbursement for the time spent by the Landlord or any agent or servant of the Landlord)
    32. if the Rent (whether demanded or not) or any other monetary payment due from the Tenant under this Lease is not paid within fourteen days of becoming due then to pay interest on it at the Interest Rate the interest to accrue from day to day commencing on the date when the payment became due until payment is made
    33. if the Landlord fails to perform any of its obligations within two months of having been requested to do so by the Commercial Investor and the Commercial Investor performs those obligations (having given reasonable prior notice to the Tenant and tenants of the other residential Apartments in the Building (except in case of emergency when no notice shall be required) to make payment in respect of the performance of those obligations in advance and on demand to the Commercial Investor of an amount equal to the Building Service Charge which would have been paid to the Landlord on account of the performance of those obligations and (except where the Commercial Investor has recovered the payment from the Landlord) whether or not payment has been previously made to the Landlord
    34. to keep clean the interior glazing of the Apartment
    35. to keep proper curtaining or blinds at the windows and other external glazing of the Apartment in a manner appropriate to the Development
    36. not to hang any washing outside the Apartment or in such a manner as to be visible from outside the Apartment
    37. Without prejudice to the generality of the Tenant's covenants to pay the Building Service Charge and the Residential Service Charge the same shall be deemed to include reasonable provision for the future in respect of:-
      1. Periodically recurring items whether recurring at regular or irregular intervals and
      2. the replacement or renewal of items the expenditure on which would fall within the Building Service Charge and/or the Residential Service Charge as the case may beto the effect that a reserve fund may be operated in such manner as the Landlord shall reasonably require provided always that accounts are kept for such a fund and monies in the fund are applied in discharging expenses comprised in the Building Service Charge and/or the Residential Service Charge as the case may be
  7. LANDLORD'S COVENANTS

    Subject to the Building Service Charge and the Residential Service Charge being paid by the Tenant and to compliance by the Tenant with all covenants and obligations on the Tenant's part contained in this Lease the Landlord Covenants with the Tenant (so as to bind the Landlord for the time being but not so as to render the Landlord personally liable after having transferred the Landlord's estate and interest in the Development) as follows:
    1. to carry out as the Landlord reasonably considers necessary the Building Services and the Residential Services specified in Parts I and ll of the Second Schedule for the benefit of the Development

      PROVIDED THAT
      1. the Landlord shall not be liable for a defect or want of repair decoration reinstatement replacement or renewal unless it has first had notice thereof and sufficient opportunity to remedy it nor for defects or wants of repair decoration reinstatement replacement or renewal which are the subject of obligations under the Tenant's covenants or under the covenants of the tenants of the other residential Apartments in the Building
      2. the Landlord shall be entitled to extend, replace, determine, modify, substitute, suspend or otherwise alter any of the Building Services and/or the Residential Services where such alteration is considered in the reasonable opinion of the Landlord to be in the interests of good estate management, or to maintain or enhance the status of the Development or to provide a reasonable economic saving
    2.  
      1. to keep the Building (including the Landlord's fixtures and fittings) insured with an insurance office or underwriters and through any agency (including the Landlord's) as decided from time to time by the Landlord (unless the insurance is rendered void by any act or omission of the Tenant or persons claiming under the Tenant) in the name of the Landlord against loss or damage by terrorism (where affordable at reasonable commercial rates), fire, storm, tempest, explosion, lightning, aircraft (including articles dropped from aircraft), riot, civil commotion, malicious persons, earthquake, flooding, bursting and overflowing of water pipes tanks and other apparatus, subsidence, landslip, heave, accidental breakage of external glass, fixed sanitary ware, damage to underground services and impact by road vehicles and other risks (subject to such excesses exclusions or limitations as the insurers may reasonably impose) as the Landlord reasonably thinks fit for its full reinstatement value (including all professional fees debris removal demolition shoring up and site clearance and the cost of work which may be necessary by or by virtue of any Act of Parliament)
      2. to produce on reasonable notice to the Tenant at the offices of the Landlord or the Landlord's solicitors sufficient details of the policy of insurance maintained by the Landlord and confirmation of payment of the last premium payable for it
      3. if required in writing by the Tenant to use reasonable endeavours to procure that the interests of the Tenant and of any mortgagee of the Tenant are noted on the policy either specifically or generically
      4. in the event of the Building or any part being damaged or destroyed by the occurrence of a risk against which the Landlord has insured forthwith to lay out money received by the Landlord under the policy of insurance (except money received in respect of loss of rent) in reinstating the Building or the part damaged or destroyed PROVIDED THAT the Landlord shall not be under an obligation to reinstate the Building in the form in which it existed before the date of the damage or destruction
      PROVIDED ALWAYS that the Landlord shall not be liable to the Tenant for a defect or want of repair decoration reinstatement replacement or renewal either
        1. to the extent that the works required to remedy it are carried out at the expense of the insurers or otherwise out of money arising under a policy or policies of insurance effected pursuant to this Lease or
        2. if the cost of remedying the defect or want of repair decoration reinstatement replacement or renewal would have been recoverable under a policy or policies of insurance but for the policy or policies having been vitiated or voided in whole or in part by the act or default of the Tenant or any person in occupation of the Apartment or for or over whom the Tenant is responsible or has control
      1. if for any reason (other than the default of the Landlord) it becomes impossible or impracticable to reinstate in accordance with clause 7.2.4 the Term shall absolutely determine and the money which was to be so applied shall be held in trust for the Landlord and the Tenant and the tenants of the other units in the Building or part damaged or destroyed in proportion to the values of their respective interests in the same at the time of the damage or destruction the values to be determined in default of agreement by a single arbitrator to be appointed by the President for the time being of the Royal Institution of Chartered Surveyors and following such agreement or arbitration such monies shall be distributed accordingly
    3. to insure and keep insured the Landlord and the employees of the Landlord (to the extent that those employees are concerned with the Development) in a sum and with an insurance office or underwriters of repute (and through any agency including the Landlord's as decided from time to time by the Landlord) against all third party claims for damage to property or injury to any person (whether or not a tenant of a unit in the Building) arising out of the Development or its use or the act or omission on the Development by the Landlord its servants licensees and employees and any other person whatsoever and also the lifts in the Building against the risks of breakdown and third party claims and all boilers and heating apparatus in the Building Common Parts and the Residential Common Parts against the risk of explosion such insurance to include all plant used in connection with the lift and the boiler and heating apparatus subject to such excesses exclusions or limitations as the insurers may require
    4. that the Tenant paying the Rent and performing and observing the covenants on the part of the Tenant to be performed and observed may peaceably enjoy the Apartment during the Term without any lawful interruption by the Landlord or any person or persons rightfully claiming under or in trust for the Landlord
    5. that every lease for a term in excess of three years of each of the residential Apartments on the Development granted by the Landlord before or after the date of this Lease is and will be in substantially the same form as this Lease or as near to it as circumstances admit permit or require
    6. that the Landlord will at the written request of the Tenant or any mortgagee of the Tenant enforce by all reasonable means available to it at the entire cost of the Tenant the covenants entered into by the tenants of the other residential Apartments in the Building PROVIDED THAT:
      1. the Landlord shall not be required to take or continue any action or incur costs and expenses under this sub-clause until such security as the Landlord in its reasonable discretion may from time to time require has been given by the Tenant or the Tenant's mortgagee requesting action
      2. the Landlord may at the Landlord's reasonable discretion require the Tenant or the persons requesting action at their own expense to obtain for the Landlord from Counsel to be nominated by the Landlord (acting reasonably) advice in writing as to the merits of the contemplated action in respect of the allegations made and in that event the Landlord shall not be bound to take action unless Counsel advises that the action should be taken and that it is likely to succeed
      3. the Tenant shall join in any action or proceedings arising out of this sub­-clause if so required by the Landlord
      4. the Tenant shall indemnify and reimburse the Landlord for costs and expenses reasonably and properly incurred by or awarded against the Landlord arising out of this sub-clause (including reasonable reimbursement for the time spent by the Landlord or any agent or servant of the Landlord)
    7. to pay and discharge all rates taxes assessments charges impositions and outgoings which may be during the Term assessed charged or imposed upon or payable in respect of or by the owner or occupier of the Residential Common Parts
    8. as often as the Landlord reasonably considers to be necessary (and for the avoidance of doubt at least once in every period of five years) to decorate the Residential Common Parts of the Building previously decorated in a proper and workmanlike manner and to keep all Residential Common Parts of the Building cleaned heated and lighted to a standard which the Landlord may reasonably consider from time to time to be adequate
    9. If and so long as any residential apartment is not let on a lease in like form to this Lease to observe and perform the covenants and obligations on the part of the tenant as if the apartment were let on a lease in like form to this Lease and to pay and contribute a fair proportion to the expenditure in respect of the Landlord's obligations in this clause 7 and the Second Schedule
    10. To keep or cause to be kept proper books of account with respect to:-
      1. All sums of money expended and all costs incurred by the Landlord in the provision of the Building Services and the Residential Services
      2. All sums of money credit or other consideration (if any) received or to be received by or on behalf of the Landlord from the tenants of the residential apartments by way of Building Service Charge and Residential Service Charge or any sinking or reserve fund or otherwise and;
      3. All other such expenditure and receipts (if any) including the expenses of collecting the Building Service Charge and the Residential Service Charge or such other expenses incurred generally in the management of the Residential Common Parts for the benefit of the residential apartments whether by managing agents or otherwise including the cost of borrowing (which is hereby authorised where necessary) and the cost of employing caretakers and other staff together with any such other costs and expenses as the Landlord shall incur generally in connection with the management of the Residential Common Parts
    11. to transfer its freehold reversionary interest to the Company as soon as possible after completion of the sale of the last residential apartment and residential car parking space in the Building intended to be sold by the Landlord upon the terms of the Agreement
  8. SUBJECT to the provisions of the Defective Premises Act 1972 the Landlord shall not be liable or responsible for damage suffered by the Tenant or a visitor or employee of the Tenant or any other person to their person or goods by reason of the act neglect or default of any other tenant or occupier of the Development or of the contractor employee or licensee of the other tenant or occupier or by reason of theft or otherwise from the Apartment or any other part of the Development or by reason of a defect in a fixture fitting pipe wire or staircase or the absence of lighting in or upon the Development or any part
  9. VAT
    1. All consideration in respect of the supply of goods or services by the Landlord to the Tenant under this Lease is exclusive of any VAT which may be chargeable on it and on the date upon which a supply is treated as having been made for the purposes of the Value Added Tax Act 1994 ("VATA") the Tenant becomes liable to pay to the Landlord an amount equal to any such VAT
    2. Where this lease requires the Tenant to pay repay reimburse or provide any amount or other consideration in respect of a supply made to the Landlord of goods or services liable to VAT then the Tenant will pay to the Landlord a sum equal to any VAT charged to the Landlord on that supply less any part of that VAT for which the Landlord is entitled to credit under sections 24 to 26 VATA or which the Landlord is otherwise able to recover except that where the VAT supply relates partly to the Apartment and partly to other property then the Tenant's covenant is a covenant to pay to the Landlord a fair proportion (to be conclusively determined by the Landlord) of that sum
  10. If the Rent or the Building Service Charge or the Residential Service Charge or any part is at any time in arrear and unpaid for twenty one days after it has become due (whether formal or legal demand has been made or not) or if the Tenant at any time fails or neglects to perform or observe any of the covenants on the part of the Tenant to be performed or observed it will be lawful for the Landlord or any person duly authorised by the Landlord in that behalf after having given notice of the Landlord's intention so to do in writing to any mortgagee or chargee of the Apartment of whose interest the Landlord has received written notice to re-enter the Apartment or any part in the name of the whole whereupon the Term shall cease but without prejudice to any right or remedy of the Landlord in respect of any antecedent breach of the covenants by the Tenant
  11. SERVICE

    A demand for payment notice or other document required or authorised to be served or given under this Lease shall be in writing and shall be deemed to be sufficiently served
    1. in the case of service on the Tenant if addressed by or on behalf of the Landlord to the Tenant by name or by the designation of ..the Tenant" and sent by the recorded delivery service or left for the Tenant at the Apartment or to the Tenant's Solicitors as notified to the Landlord from time to time
    2. in the case of service on the Landlord if addressed by or on behalf of the Tenant to "the Landlord" and sent by the recorded delivery service to the place or address previously notified in writing to the Tenant for the service of documents on the Landlord or if none has been so notified to the registered office (if any) or the place of abode or principal place of business of the Landlord

      PROVIDED THAT in the case of service by recorded delivery service shall be deemed to have been effected twenty four hours after posting (excluding any intervening Saturday Sunday or bank or other public holiday)
  12. If the Tenant comprises more than one person, the service of any notice on any one of those persons will constitute good service on all of them
  13. The Tenant is not to unreasonably withhold or delay its consent to any release requested by the Landlord under Sections 6 or 7 of the Landlord and Tenant (Covenants) Act 1995
  14. As soon as reasonably practicable after the date of this Lease the Tenant named in the Particulars is to apply to the Land Registry to note the burden of the rights granted by the First Schedule Part ll and to note the benefit of the rights reserved by the First Schedule Part III.
  15. ARTICLES OF ASSOCIATION
    1. The Tenant undertakes that before the grant by the Landlord of a Lease of the last of the Apartments the Tenant will not alter or attempt to alter or join in or vote for any alteration or attempted alteration of the Articles of Association of the Company without the concurrence of the Landlord
    2. If the Company ceases to exist then the freehold reversion subject to the Leases of the Apartment in the Building shall be transferred to a new management company having a similar constitution to the Company subject to the Tenant and the other tenants applying to be members of such new management company bearing the expenses of the transfer
  16. INTERPRETATION
    1. This Lease is to be governed by and interpreted in accordance with English Law
    2. The courts of England are to have jurisdiction in relation to any disputes between the parties arising out of or related to this Lease. This clause operates for the benefit of the Landlord who retains the right to sue the Tenant and any Guarantor and enforce any judgement against the Tenant or any Guarantor in the courts of any competent jurisdiction
  17. The Tenant appoints XXX [Buyer's Solicitors ] of XXX or such other party as is notified to the Landlord from time to time as the Tenant's agent for the service of any notices or proceedings relating to this Lease

IN WITNESS whereof this Lease has been executed as a Deed on the day and year first before written

THE FIRST SCHEDULE

PART l

The Apartment

The Apartment described in the Particulars and shown for the purposes of identification coloured red on Plan Number 1 and more particularly delineate-d edged red on Plan Number 2 which includes:

  1. all cisterns tanks and the Service Installations solely serving the Apartment
  2. window glass window and door furniture doors and door frames and all internal non-load bearing walls
  3. the linings and surface finishes (including lath plaster and board) of the interior of all walls
  4. the linings and surface finishes (including lath plaster and board) of ceilings together with the boards and surface finishes and screed of floors (but excluding the floor and ceiling joists beams or slabs) including all sound attenuation materials and floor coverings
  5. all fixtures and fittings in the Apartment at the date of this Lease being the Landlord's fixtures and all replacements and renewals

BUT WHICH EXCLUDES all Structural Parts and the walls (other than linings and surface finishes) which are load bearing or enclose the Apartment and Service Installations not exclusively serving the Apartment

PART II

Rights granted to the Tenant

The following rights are granted to the Tenant subject to and conditionally upon the Tenant paying the Rent, the Building Service Charge and the Residential Service Charge:

  1. The right of way where appropriate (in common with the Landlord and all others entitled to the like right) over in and along the stairs accessways corridors entrance halls lobbies and other accessways comprised in the Building Common Parts and the Residential Common Parts and the exclusive right to use the patio roof terrace or balcony (if any) abutting the Apartment
  2. The right at reasonable times (except in the case of emergency) and whenever possible on giving at least seven days notice to the Landlord to enter any part of the Building for the purpose of executing works of repair decoration reinstatement replacement renewal or permitted alterations to or upon the Apartment but only where such work cannot reasonably be carried out without such entry all such work being done with reasonable despatch causing as little disturbance as possible and making good any damage caused
  3. The right of support and protection for the Apartment from all other parts of the Building
  4. The free and uninterrupted right of use passage and running of soil water electricity and other services in common (where appropriate) with all others using them from and to the Apartment through the cisterns tanks and Service Installations now or within the Perpetuity Period constructed in or under any part of the Development and serving the Apartment
  5. A right to place rubbish in the refuse bins provided in the bin store area allocated from time to time by the Landlord to the residential Apartments
  6. The right to connect up to and use the internal security system television or satellite aerial dish or other television system installed in the Building by the Landlord for the common use of the owners of the Apartments
  7. The right in emergency only to pass on foot through any other part of the Building via any fire escape door stairwell or corridor leading through or from the Building
  8. The right (subject to the Regulations) to use the gymnasium and business suite and any other additional or similar facilities within the Residential Common Parts which may be provided from time to time for the use in connection with the residential apartments

PART III

Rights Excepted and Reserved to the Landlord and Others

  1. The right for the Landlord and (where such tenants have the prior written consent of the Landlord) the tenants of Neighbouring Premises at reasonable times (except in the case of emergency,) and whenever possible on giving reasonable notice to enter the Apartment for the purpose of executing works of repair decoration reinstatement replacement renewal alteration addition or improvement to or upon any other part of the Development the work being done with reasonable despatch causing as little disturbance as possible and making good all damage caused thereby to the Apartment
  2. The right of support and protection for all other parts of the Building from the Apartment
  3. The free and uninterrupted right of use passage and running of soil water electricity and other services in common (where appropriate) with the Tenant from and to all other parts of the Development through the cisterns tanks and Service Installations now or within the Perpetuity Period constructed in or under the Apartment
  4. To the extent (if at all) that there shall be a patio roof terraces or balcony comprised in the Apartment such rights of access to and entry upon the same as the Landlord shall require in order to carry out works to the Building or any part or parts thereof (with or without workmen and equipment) together with the right to use erect and maintain ladders and/or scaffolding thereon or therein for the purposes of such works (the rights hereby excepted and reserved to be without prejudice to the provisions of this Schedule) save that the Landlord shall make good any damage caused
  5. All other rights easements quasi-rights and quasi-easements (other than of way) as are now enjoyed by any other part of the Development in respect of the Apartment

THE SECOND SCHEDULE

Part I

The Building Services

  1. The maintenance repair renewal replacement decoration or cleaning of the Structural Parts the Service Installations and the Building Common Parts (except where they comprise part of the Apartment or any other residential Apartment or other lettable area in the Building)
  2. Insurance of the Building and Third Party Liability
  3. The costs incurred by the Landlord in:
    1. the performance and observance of the covenants obligations and powers on the part of the Landlord and contained in clause 7 of this Lease (other than Clause 7.9) insofar as they relate to the Structural Parts and the Building Common Parts or to obligations relating to the Structural Parts and the Building Common Parts or their occupation and imposed by operation of law
    2. the obtaining and renewal of maintenance contracts and the provision of services facilities amenities improvements and other works where the Landlord in its reasonable discretion from time to time considers the provision so to be for the benefit of the Structural Parts and the Building Common Parts and whether or not the Landlord has covenanted to make such provision including the cost of employing managing agents and other staff
    3. the payment of bank charges and of interest on and the cost of procuring any loan or loans raised to meet expenditure on the Structural Parts and Building Common Parts
    4. making representations and other matters pursuant to clause 6.28 insofar as they relate to the Structural Parts and Building Common Parts
  4. Carrying out any other service matter or thing considered by the Landlord to be appropriate to maintain the fabric of the Building and the Service Installations in good state and condition

PART II

The Residential Services

  1. Provision replacement renewal repair maintenance decoration supervision management and cleaning (as the case may be) of:
    1. the patios roof terraces and balconies forming part of any Apartment in the Building
    2. the Residential Common Parts and all items matters and things incidental thereto or used in connection therewith
    3. lighting and heating (where appropriate) to the Residential Common Parts
    4. fire fighting equipment and sprinkler systems in the Residential Common Parts (as required by law or as the insurers or the Landlord deem reasonable)
    5. the cradle or absailing equipment used for cleaning the windows, the window furniture and the exterior of the residential parts of the Building (including the Residential Common Parts)
    6. any other amenities including where appropriate enhancement of the Residential Common Parts that the Landlord deems reasonable or necessary for the benefit of the Apartments
  2. The costs incurred by the Landlord in:
    1. the performance and observance of the covenants obligations and powers on the part of the Landlord and contained in clause 7 of this Lease (other than Clause 7.9) insofar as they relate to the Residential Common Parts or to obligations relating to the Residential Common Parts or their occupation and imposed by operation of law
    2. the obtaining and renewal of maintenance contracts and the provision of services facilities amenities improvements and other works where the Landlord in its reasonable discretion from time to time considers the provision to be for the general benefit of the residential Apartments in the Building and whether or not the Landlord has covenanted to make such provision including the cost of employing managing agents caretakers or other staff
    3. the payment of bank charges and of interest on and the cost of procuring any loan or loans raised to meet expenditure on the Residential Common Parts
    4. making representations and other matters pursuant to clause 6.28 insofar as they relate to the Residential Common Parts
  3. Providing methods for the collection and disposal of waste from the Apartments in accordance with the arrangements made by the Landlord from time to time
  4. Employment of appropriate caretakers, porterage, security and supervisory staff to manage the Residential Common Parts including all ancillary costs of employment uniforms equipment insurances accommodation costs and other expenses incurred.
  5. Any other service matter or thing which the Landlord may consider reasonable or necessary from time to time to maintain the facilities available within the Residential Common Parts and the use which can be made of the same by the tenants of the residential areas of the Development

PART III

Provisions relating to the Building Service Charge and the Residential Service Charge

  1. Without prejudice to the provisions contained in Parts I and II of this Second Schedule the Building Service Charge and the Residential Service Charge include the costs of
    1. supplying providing purchasing maintaining renewing replacing repairing and keeping in good and serviceable order and condition all tools appliances materials and other things which the Landlord may deem desirable or necessary for the maintenance upkeep or cleanliness of the Building Common Parts and the Residential Common Parts
    2. carrying out any works required to be done by reason of any breach by the Tenant of any of the covenants on his part herein contained
    3. performing and carrying out such other works and services in connection with the Development and the Building thereon (including the Apartment) as the Landlord shall decide
    4. employing such persons as the Landlord may in its absolute discretion consider desirable or necessary to enable them to perform or maintain the said services or any of them or for the proper management or security of the Residential Common Parts and the Structural Parts and the Building Common Parts
    5. setting aside such sums of money (which shall be deemed items of expenditure incurred by the Landlord ) as the Landlord may reasonably require by way of reasonable provision for expenditure on complying with its obligations hereunder and establishing a reserve fund in respect of costs to be incurred or suffered
  2. The Tenant shall pay the Tenant's Proportion of proper estimates of the Building Service Charge and the Residential Service Charge by equal instalments in advance on the Payment Days the first payments being proportionate parts calculated from the date of this Lease to the next payment day to be made on the execution of this Lease
  3. As soon as convenient after the expiry of each Accounting Year commencing with the Accounting Year now current there shall be prepared and submitted to the Tenant a written summary (''the Statement") setting out the Building Service Charge and the Residential Service Charge for that Accounting Year. The Statement will be certified by a qualified accountant as being in his opinion a fair summary and sufficiently supported by the accounts receipts and other documents produced to him
  4. A surplus of payments of the estimated charges in excess of the Building Service Charge or the Residential Service Charge shall be carried forward to the reserve fund or the next following Accounting Year as the Landlord may think fit. A shortfall in payments shall be made good by the Tenant and be due on demand
  5. Any apportionment of any expense cost of charge which needs to be made between the Building Services on the one hand and the Residential Services on the other hand shall be made by the Landlord or the Landlord's managing agent in such manner as the Landlord decides is fair and reasonable and such decision shall be final and binding
  6. At any time or from time to time during the Term the Landlord may alter the Tenant's Proportions in respect of Building Services and/or Residential Services to such other proportion or proportions as the Landlord shall in its absolute discretion (but acting in good faith) consider to be fair and reasonable and with effect from written notice of such alterations being given to the Tenant the Tenant's Proportions specified in the Particulars shall be deemed to be such altered proportions.

THE THIRD SCHEDULE

Regulations

  1. No act or thing which may cause or causes a nuisance damage annoyance of inconvenience to the Landlord or any occupier of the Neighbouring Premises or the neighbourhood may be done or suffered to be done in the Apartment or any part nor may the Apartment be used for any unlawful or immoral purpose nor may there be brought or suffered to be brought 'into the Apartment any dangerous offensive goods
  2. No noise music or singing whether by wireless gramophone instrument voices wireless television or other means nor any dancing may be allowed in the Apartment so as to be audible outside the Apartment between 11.00 p.m. and 8.00 a m. or so as to be audible outside the Apartment at other times if the occupier of any Neighbouring Premises objects
  3. No bird animal or reptile may be kept in the Apartment without the prior written consent of the Landlord which the Landlord shall be entitled to grant or withhold in its absolute discretion and which (if granted) may be subject to such conditions as the Landlord may in its absolute discretion from time to time detennine and may be withdrawn at any time where the Landlord in its absolute discretion deems it appropriate so to do
  4. Nothing may be deposited or left in or on the reception areas entrance hall staircases landings lobbies and the lifts in the Building and no carpet or rug may be beaten or children allowed to play in these areas nor may they be in any way obstructed or unreasonably soiled
  5. No dirt rubbish rags or other refuse may be thrown into the sinks baths lavatories cisterns or waste soil pipes in the Apartment
  6. No clothes or other articles may be hung or exposed outside the Apartment
  7. No flower pots windows boxes or other things may be placed outside the windows of the Apartment
  8. No television radio aerial or receiver or satellite dish may be affixed outside the Apartment
  9. No trailer caravan or boat commercial vehicle or van (save for the delivery of goods to the Apartment) may be brought onto the Development
  10. No dust or refuse bins may be allowed to become offensive through being unclean or untidy nor kept other than within the bin store area the right of the use of which is granted to the Tenant by this Lease and to all others entitled to such use by the leases of such other units
  11. Not to have or hold any barbecues in or on the Apartment
  12. To comply with reasonable regulations which the Landlord may from time to time make for the safety care and cleanliness of the Development and the comfort and convenience ofthe tenants and occupants of the Neighbouring Premises
  13. To place rubbish and refuse either in the binstore within the demise or area allocated from time to time by the Landlord to the residential Apartments or to place such refuse and rubbish in the space designated on each floor for that purpose
  14. To comply with the regulations relating specifically to the use of the gymnasium and business suite as shall be displayed therein including the booking requirements and paying charges for use of the business suite

FOURTH SCHEDULE

Form of Deed of Covenant to be executed

on Grant Disposition or Devolution of a Lease

THIS DEED OF COVENANT is made this                 day of                   200

BETWEEN:

(1) The Incoming Tenant

(2) The Landlord:                                                            [                                          ]

WHEREAS the Incoming Tenant is about to or has become entitled to the benefit of a Lease dated                               200       and  made  between  [                           ] (1)  [                          ]  ("the Original Tenant") (2) [has entered into a sub-lease dated [                       ] 200[   ] and made between [                           ] (1) and [                            ] (2) and [                            ] (3) and relating to premises known as [                                ] ("the Apartment") being in the development at [                                   ] ("the Development")

WITNESSES:

  1. The Incoming Tenant COVENANTS with the Landlord and separately also with the tenants for the time being of the Neighbouring Premises for the benefit of the property respectively vested in the Landlord and in such tenants and each and every part to perfonn observe and accept the covenants (other than to pay the rent reserved but including the covenant by virtue of which this Deed is required) restrictions stipulations  and conditions  respectively on the part of the Original Tenant and the provisions contained  in a lease (''the  Lease") dated                         200     and made between the Landlord (1) and the Original Tenant (2) in the same manner as if they were repeated in extenso in this Deed but with the substitution  of the name of the Incoming Tenant for the name of the Original Tenant
  2. Where in this Deed the context so admits:
    1. words importing one gender include all other genders and words importing the singular include the plural and vice versa
    2. the expressions "the Landlord" and ''the Incoming Tenant" include their respective successors in title and the expression ''the Landlord" includes the reversioner for the time being immediately expectant upon the term created by the Lease and any superior landlord
    3. where for the time being there are two or more persons within the meaning of the expressions "the Landlord" or "the Incoming Tenant" obligations expressed or implied and made or to be made by or with that party are made by or with those persons jointly and severally

IN WITNESS whereof this Deed has been executed the day and year first before written

(Execution and attestation by the Incoming Tenant and the Landlord)

SIGNED as a DEED on behalf of                      )
CLEMENTINE INVESTMENTS LIMITED    )
a company incorporated in the British               )
Virgin Islands by its attorney ENGINEER         )
MUBARAK SAAD AL AHBABI being a        )
person who in accordance with the laws of        )
that territory is acting as attorney for                  )
CLEMENTINE INVESTMENTS LIMITED    )
in the presence of                                                 )

Signature of Witness:........................................

Name of Witness: .............................................

Address of Witness: ..........................................

 

Occupation of Witness:.....................................

 

SIGNED as a Deed and delivered by the said    )
XXX                                 )
in the presence of:  )

Signature of Witness:........................................

Name of Witness: .............................................

Address ofWitness:..........................................
...........................................................................
...........................................................................

Occupation of Witness:.....................................