Specimen Car Park Lease

DATED                                                                                        2005

 

 

 

(1)  CLEMENTINE INVESTMENTS LIMITED

(2)  XXX

 

 


LEASE OF CAR PARK SPACE


 

 

 

relating to car park  number XXXXXXX
at 8 Dean Ryle Street, Westminster,  London, SW1P 4DA

 

 

 

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 Parking Space Number ……….., 8 Dean Ryle Street Westminster London SW1P 4DA

THIS LEASE is dated the              day of              2005

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
    XXXXXXXXXXXX
    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 [ equal shares ] [ the following proportions ]
    Building
    Development including all additions extensions alterations and appurtenances thereto
    Car Park
    the car park forming part of the Building situate on the lower ground floor and basement levels of the Building shown edged in red on the Plan and to include the car park ramps,. the surfacing, security gates and/or roller shutters, all car park security and fire detection/prevention. fire fighting equipment ventilation shafts, equipment and plant and. any other items from time to time used or designated for use in, or in connection with, the Car Park
    Car Park Service Charge
    the charge payable by the Tenant pursuant to Part II of the Second Schedule
    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 ("the Commercial Lease")
    Development
    the . whole of the property (including Building) within Title Number NGL748409 registered at HM Land Registry with the and titIe absolute and known or to be known as 8 Dean Ryle Street Westminster London SW1P 4DA
    Company
    shall mean Westminster Green Management Company Limited whose registered office is at Senator House, Queen Victoria Street, London EC4V 4JL
    Space
    the car park space number XXXXX described in Part 1of the First Schedule
    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 NGL748409
    Payment Days
    1st January and 1st July in each year
    Plans
    the plan 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
    £XXXXXXXX
    Rent
    peppercorn
    Rent Commencement Date
    the date hereof
    Rent Day
    1st January in each year
    Apartment Lease
    means a lease of one or more. of the residential apartments in the Building
    Car Park Common Parts
    all or any of the following. services matters or things made available for use with the Space in the entrances and exits, ramps, security gates and/or roller shutters, circulation areas, stairs, lifts and hoists (if any) and all associated plant and equipment, all security and fire detection/prevention/fighting equipment, ventilation shafts, fans and equipment and any other items from time to time used or designated for use in or in connection with the Car Park
    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
    Tenant's Proportion
    XXXXX% SAVE THAT the Tenant's. Proportion may be varied as provided for in paragraph 6 of Part II of the Second Schedule
    Term
    The Term is as follows:-

    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
    Vehicle
    one taxed, insured and roadworthy private motor car or motor cycle belonging to the Tenant
  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 Space" 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 Space for themselves for the Beneficial ownership mentioned in the Particulars
      6. the expression "including" means "including, without limitation"
      7. the expression "indemnify" 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. Contracts (Rights of Third Parties) Act 1999

      The parties to this Lease do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a
      party to it

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

    2. The Landlord wishes to dispose of each of the car parking spaces in the Car Park (other than those comprised in the Commercial Lease) 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 car parking space in the Car Park (other than those comprised in the Commercial Lease) may be able to enforce (so far as possible) the performance and observance of covenants and provisions contained in the lease of any other car parking. space in the Car Park (other than those comprised in the Commercial Lease) so far as they affect the tenant or the car parking space to which the .. tenant is entitled

    3. The Landlord wishes to dispose of each of the residential apartments at the Building

    4. The Landlord has agreed with the Tenant for the grant to the Tenant of a lease of the Space 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 Apartment Lease and the last of the car parking spaces in the Car Park to be sold in conjunction therewith 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 Space 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 Car Park Service Charge as provided for in this Lease) and EXCEPTING AND RESERVING unto the Landlord the rights set out in Part III of 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 Car Park 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

      The Car Park 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 Space and any person who may for the time being be the owner of an estate or interest in or the occupier of the Space COVENANTS with the Landlord and as a separate covenant with each of the tenants for the time being of each of the other car parking spaces in the Car Park (other than the car parking spaces held under the Commercial Lease) (all of whom (except as mentioned) the Landlord and the tenants of the other car parking spaces are in this clause collectively called "the Covenantees") for the benefit of the car parking spaces in the Car Park (other than those comprised in the Commercial Lease) respectively vested in the Covenantees as follows:
    1. to pay the Car Park Service Charge in accordance with the provisions of the Second Schedule
    2. to comply with 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 Car Park and convenience of the tenants of other car parking spaces in the Car Park and the use of the Car Park and the circulation of traffic within it. 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, occupier or user of the Space
    4. to keep the Space clear and free from rubbish

    5. to permit the Covenantees and persons authorised by the Covenantees to exercise the rights reserved by paragraph Iof Part III of the First Schedule
    6. not to make any alterations or additions to the Space or build. on or affix anything on or to the Space
    7. if the Tenant makes default in the performance of the covenant in clause 6.6 it will, at the request of the Landlord, remove any alterations or additions to or structures or fixings built upon or attached to the Space and make good any damage caused to the reasonable satisfaction of the Landlord and if the Tenant does not do so the Landlord may enter onto the Space and remove the alteration, additions or structure or fittings and the Landlord's cost of doing so will be a debt payable by the Tenant to the Landlord on demand together with interest on those costs at the Interest Rate calculated from and including the date the costs are incurred to and including the date on which the costs are paid
    8. to yield up to the Landlord the Space at the expiry or sooner determination of the Term in a clean and tidy condition with any Vehicle removed therefrom
    9. not to use or occupy the Space otherwise than for parking one vehicle in the custody and control of an owner or occupier resident in a flat within the Building demised by an Apartment Lease
    10. not to:
      1. obstruct the means of vehicular and pedestrian access and circulation in the Car Park as signed or designated from time to time
      2. park any Vehicles other than wholly within the Space
      3. carry out any repairs, maintenance or cleaning of any Vehicle whether in the Space or in any other part of the Car Park
      4. store petroleum or any other inflammable liquid or substance within the Car Park except for fuel already in the fuel tank of the Vehicle
      5. fill the fuel tank of any Vehicle whether in the Space or in any other part of the Car Park
      6. test or leave any engine of any Vehicle running
      7. use the Space for the purposes of any trade or business
      8. do any act or thing which may cause or causes a nuisance, damage, annoyance or disturbance arising from the use and occupation of the Space or the exercise of any rights under this Lease
      9. display any signs or notices on the Car Parking Space
    11. not to assign , charge, underlet or part with possession or occupation of part only of the Space as distinct from the whole
    12. not to assign, underlet or part with possession or occupation of the Space as a whole to anyone other than a person who shall have capacity to use the Space strictly in compliance with clause 6.9 of this Lease
    13. not to assign, underlet or part with possession or occupation of the Space 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 Space for a term of less than six months
    14. not to assign the Space as a whole without contemporaneously with the assignment of this lease:
      1. 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 Space 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 6.14 of the Lease dated                                              have been complied with
      2. 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 Car Park 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
    15. 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
      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 Space of any excess required to be borne by the insured
      5. if the Space 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
    16. 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 of that Act or of proceedings on account of arrears of Rent and/or Car Park 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
    17. not to do or omit to do or permit or suffer to be done or omitted to be done anything in the Space 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
    18. not to impose any undue loadings to any part of the floor surface or structure of the Space or the Building
    19. to comply with all fire precautions and evacuation procedures which may from time to time apply to the Car Park or the Building generally
    20. forthwith after service upon or receipt by the Tenant of a notice order or direction affecting the Car Park 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 Car Park 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 Car Park as the Landlord may reasonably consider desirable
    21. 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 Space 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
    22. not to do or omit to do or permit or suffer to be done or omitted to be done in or about the Space or any premises used for the purposes of but not comprised in the Space 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
    23. 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 car parking space in the Car Park (including reasonable reimbursement for the time spent by the Landlord or any agent or servant of the Landlord)
    24. 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
    25. 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 car parking spaces in the Car Park (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 Car Park 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
    26. without prejudice to the generality of the Tenant's covenants to pay the Car Park Service Charge the same shall be deemed to include reasonable 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 Car Park Service Charge as the case may be
      to 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 Car Park Service Charge
  7. LANDLORD'S COVENANTS

    Subject to the Car Park 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 Services specified in 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 car parking spaces in the Car Park
      2. the Landlord shall be entitled to extend, replace, determine, modify, substitute, suspend or otherwise alter any of the Car Park 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 Car Park or to provide a reasonable economic saving
      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 using the Space ostensibly with the authority of the Tenant
      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 premises 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
    2. 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 premises 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 subject to such excesses exclusions or limitations as the insurers may require
    3. 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 Space during the Term without any lawful. interruption by the Landlord or any person or persons rightfully claiming under or in trust for the Landlord
    4. that every lease for a term in excess of three years of each of the car parking spaces in the Car Park (save for those included within the Commercial Lease) 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
    5. 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 car parking spaces in the Car Park 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)
    6. 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 the Car Park except those that have been separately assessed upon the owner or occupier of any of the car parking spaces within the Car Park
    7. to keep the Car Park reasonably cleaned, ventilated and lighted to a standard which the Landlord may reasonably consider from time to time to be adequate
    8. if and so long as any car parking space in the Car Park 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 or contribute a fair proportion to the expenditure in respect of the Landlord's obligations in this clause 7 and the Second Schedule
    9. 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 Car Park Services
      2. all sums of money credited or other consideration (if any) received or to be received by or on behalf of the Landlord from the tenants of the car parking spaces in the Car Park and any sinking or reserve fund or otherwise; and
      3. all other such expenditure and receipts (if any) including the expenses of collecting the Car Park Service Charge or such other expenses incurred generally in the management of the Car Park Common Parts for the benefit of the car parking spaces in the Car Park 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 Car Park and the Car Park Common Parts
    10. to transfer its freehold reversionary interest to the Company as referred to in clause 3.5
  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 user of the Car Park of the Building or of the contractor employee or licensee of the other tenant or occupier or by reason of theft or otherwise from the Car Park or any other part of the Building or by reason of a defect in a fixture fitting pipe wire or staircase or the absence of lighting in or upon the Car Park or the Building or any part of it
  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 Car Park Service Charge or any part is at any time in arrears 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 Space of whose interest the Landlord has received written notice to re-enter the Space
    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. 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 Space 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 de!ivery 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 II and to note the benefit of the rights reserved by the First Schedule Part III
  15. This Lease is to be governed by and interpreted in accordance with English Law
  16. 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 irrevocably appoints XXXXXXXXXXX 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 Space

The Space described in the Particulars and shown for the purposes of identification edged red on the Plan and comprising the surface area of the Space to the underside of the surface above but not including the surface covering or structure above, below or adjacent to the Space

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 and the Car Park Service Charge:

  1. The right of way on foot only where appropriate (in common with the Landlord and all others entitled to the like right) over1 in and along the stairs, accessways, corridors and other accessways comprised in the Car Park Common Parts and giving access to the main entrance halls and lobbies of the Building
  2. The right (in common with the Landlord and al! others entitled to the like right) with vehicles over the roadways, ramps and circulation areas comprised in the Car Park Common Parts for the purpose of gaining access to and exiting from the Space
  3. The right of support and protection for the Space from other parts of the Building
  4. The right in emergency only to pass on foot via any fire escape door stairwell or. corridor leading through or from the Building

PART III

Rights Excepted and Reserved to the Landlord and Others

  1. The right for the Landlord at reasonable times (except in the case of emergency) and whenever possible on giving reasonable notice to enter onto the Space for the purpose of executing . works of repair, decoration, surfacing, renewal, alteration or improvement where the work is to be done with reasonable despatch causing as little disturbance as possible and making good all damage caused thereby to the Space
  2. 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 over or under the Space

THE SECOND SCHEDULE

Part I

The Car Park Services

  1. The repair and resurfacing from time to time of the surfaces to the Car Park
  2. The provision and renewal from time to time of all line markings and signage in or in connection with the use of the Car Park
  3. Provision, replacement, renewal, repair, maintenance, decoration, supervision, management and cleaning (as the case may be) of-:
    1. the Car Park Common Parts and all items/ matters and things incidental thereto or used in connection therewith
    2. lighting and ventilation (where appropriate) to the Car Park Common Parts
    3. fire fighting, fire detection and fire alarm equipment and systems in the Car Park (as required by law or as the insurers or the Landlord deem reasonable).
    4. security gates, shutters, entry control equipment, CCTV and all related apparatus used in connection with the Car Park
    5. health and safety equipment and apparatus reasonably required for the Car Park
    6. any other amenities including where appropriate enhancement of the Car Park Common Parts that the Landlord deems reasonable or necessary for the benefit of the users of the car parking spaces in the Car Park
  4. 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 insofar as they relate to the Car Park or to obligations relating to the occupation and use of the Car Park imposed by law
    2. discharging any general or water rates, council taxes or other outgoings in respect of the Car Park
    3. the obtaining and renewal of maintenance contracts and the provision of facilities and other works where the Landlord in its reasonable discretion from time to time considers the provision to be for the genera! benefit of the car parking spaces in the Car Park and whether or not the Landlord has covenanted to make such provision including the cost of employing managing agents caretakers or other staff
    4. the payment of bank charges and of interest on and the cost of procuring any loan or loans raised to meet expenditure on the Car Park
    5. making representations and other matters pursuant to clause 6.27 insofar as they relate to the Car Park
    6. discharging all utilities and services supplied to or used in connection with the Car Park
  5. Employment of appropriate caretakers, to manage the Car Park including. all porterage, security and supervisory staff ancillary costs of employment uniforms equipment insurances accommodation costs and other expenses incurred.
  6. 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 Car Park and the use which can be made of the same by the tenants of the residential areas of the Development

PART II

Provisions relating to the Car Park Service Charge

  1. Without prejudice to the provisions contained in Part I of this Second Schedule the Car Park Service Charge includes the cost 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 Car Park
    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 Car Park 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 Car Park
    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 Car Park 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 Car Park 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 Car Park 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 expenses, costs or charges which need to be made between the Building Services provided pursuant to the Apartment Leases on the one hand and the Car Park Service Charge 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 Proportion in respect of the Car Park Service Charge 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 Proportion . specified in the Particulars shall be deemed to be such altered proportion.

THE THIRD SCHEDULE

Regulations

  1. Safety and security
    1. All vehicles entering or remaining and insured at all times
    2. The Tenant is responsible for any accidents or damage of any kind caused as a result of its actions or the actions of any person ostensibly authorised by the Tenant to drive in the Car Park
    3. The Tenant shall indemnify the Landlord against any claim by a third party arising from failure to comply with these rules and regulations or from negligence by the Tenant or any person ostensibly authorised by the Tenant to be in the Car Park
    4. In case of emergency, the Tenant must leave the Car
      via the main or emergency escape staircase
  2. Vehicle circulation
    1. All vehicles must follow all signs in the Car Park at all times, including direction signing, speed limits, give way and stop markings, and other traffic control measures
    2. Vehicles must not be driven recklessly or in such a way to endanger the safety of pedestrians or other vehicles
    3. Overtaking is prohibited
    4. Reversing is prohibited, except when manoeuvring into or out of a car parking space
  3. General
    1. Smoking and the use of naked flames with the Car Park is strictly prohibited
    2. The Tenant must not tamper with any of the car park systems, including access control, ventilation, fire protection, surveillance and communications

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 perform 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    )
XXXXXXXXXXXXX                                               )
in the  presence of                                                  )

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

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

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

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