Counterpart Lease. Ashford TN24 8DF. Date. (1) Leslie (Ashford) Limited (2) [BUYER ]

Transcription

1 Counterpart Lease relating to [ NO. Ashford TN24 8DF ], The Panorama, Park Street, Date (1) Leslie (Ashford) Limited (2) [BUYER ] 4 th Floor, 64 North Row London, W1K 7DA Switchboard: DX: Oxford Circus North Web: Reference : BHL/

2 LR1. Date of Lease 2015 LR2. Title number(s) LR2.1 Landlord s title number(s) K LR2.2 Other title numbers LR3. Parties to this Lease Landlord LESLIE (ASHFORD) LIMITED (Company Number ) whose registered office is at 73 Cornhill, London EC3V 3QQ Tenant [BUYER ] of [BUYER ADDRESS] LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail As specified in Schedule 1 of this lease and defined in the lease as the Premises LR5. Prescribed statements etc. LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules None LR5.2 Not applicable This lease is made under, or by reference to, provisions of: LR6. Term for which the Property is leased The term is as follows: 130 years from 24 June 2015 LR7. Premium [PRICE ] 1

3 LR8. Prohibitions or restrictions on disposing of this lease This lease contains a provision that prohibits or restricts dispositions LR9.1. Rights of acquisition etc LR9.1. None Tenant s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land LR9.2. None LR9.3. None Tenant s covenant to (or offer to) surrender this lease Landlord s contractual rights to acquire this lease LR10. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property None LR11. Easements LR11.1. Easements granted by this lease for the benefit of the Property Schedule 2 LR11.2. Easements granted or reserved by this lease over the Property for the benefit of other property Schedule 3 LR12. Estate rentcharge burdening the Property LR13. Application for standard form of restriction None None LR14. Declaration of trust where there is more than one person comprising the Tenant The Tenant is more than one person. They are to hold the Property on trust for themselves as [joint tenants][tenants in common in equal shares] 2

4 Contents 1 Definitions Legislative references in this Lease: Interpretation Demise Tenant's covenants Tenant's service and other charge covenants with the Landlord Landlord's covenants with the Tenant Landlord's service charge covenants with the Tenant Provisos Schedule 1 The Premises Schedule 2 The rights granted Schedule 3 The rights reserved Schedule 4 Matters to which the lease is subject Schedule 5 Rules and Regulations Schedule 6 Provisions relating to Service Charge

5 COUNTY AND DISTRICT or BOROUGH: TITLE NUMBER: PREMISES: H M LAND REGISTRY LAND REGISTRATION ACT 2002 Lease of Part Kent: Ashford K PREMIUM: [PRICE ] YEARLY RENT: 6, The Panorama, Park Street, Ashford as more fully defined in Schedule per annum and doubling every 25 years of the term THIS LEASE is made on the date specified in paragraph 1 of the particulars BETWEEN the Landlord (1) and the Tenant (2) NOW THIS DEED WITNESSETH as follows: 1 Definitions Accounting Date Accounting Period Act Building Commencement Date the 1st day of July in each year or such other date as the Landlord may from time to time substitute for that date; the period commencing on the day immediately after each Accounting Date and ending on the following Accounting Date; any act law direction regulations codes of practice and the like (whether made in the United Kingdom or the European Community or elsewhere and having effect in the United Kingdom) now in force or passed after the date of this lease; the building known as The Panorama, Park Street, Ashford TN24 8DF as the same is shown edged blue on Plan 2 attached hereto of which the Premises form part and each and every part of the Building including roofs foundations lifts and lift shafts; the date of this Lease; 4

6 Common Parts Development Estate Estimate those parts of the Building and Estate to be used in common by the Tenant, other tenants and occupiers of the Building, the Landlord and those permitted by them to do so including the atrium, entrance halls, corridors, lobbies, staircases, passages, lifts, courtyards, external paved areas, garden and landscaped areas, service areas, storage cupboards, bin stores, water, electricity and gas meter cupboards, pipes and other parts of the Building and Estate used in common (and as designated as such from time to time by the Landlord) by the Tenant with the tenants of the Building but excluding any parts as may be within the Premises and the Lettable Areas; has the meaning given by the Town and Country Planning Act 1990 section 55 as amended by Planning Compensation Act 1991; means the land and buildings registered at the Land Registry with title number K shown edged green on Plan 2 attached hereto including (without limitation) the Building, Common Parts, Pipes and Open Areas and the structural supports, joists, beams, timbers, foundations, structural and supporting walls thereof and any other areas the use and enjoyment of which are appurtenant to the Estate whether or not within the structure of the Estate but excluding the Lettable Areas; an estimate prepared under the provisions of Paragraph 3.1 of part 1 of Schedule 6; Insurance Premium Insured Risks Interest Interim Charge such sum as the Landlord shall expend in carrying out its obligations pursuant to Clause 7.5 of the Lease; include fire lightning explosion aircraft (including articles dropped from aircraft) riot civil commotion terrorism malicious persons earthquake storm tempest flood bursting and overflowing of water pipes tanks and other apparatus and impact by road vehicles landslip subsidence and heave and such other risks as the Landlord from time to time in his absolute discretion shall insure the Estate against having due regard for the Council of Mortgage Lenders requirements; interest at the rate of 4% above the base rate of a London Clearing Bank specified by the Landlord or such other alternative institution as the Landlord may reasonably determine; the Tenant's Proportion(s) of the amount of the Estimate for each Accounting Period; 5

7 Lettable Areas Open Areas Permission Pipes Plans Rent Rules and Regulations Services Service Charge The commercial units on the ground floor of the Building (if any) and the flats in the Building which the Landlord has sold or intends to sell on leases similar to this Lease with such variations as the Landlord may reasonably require and such of the storage units in the basement of the Building as are designated by the Landlord as being for the use of a specified tenant or occupier; any part of the Estate not built upon; any Permission given under the Planning Acts to carry out development; all pipes sewers drains mains ducts conduits gutters watercourses wires cables communal television aerials and satellite television aerial systems channels flues and all other conducting media and includes any fixings and any other ancillary apparatus; the plans annexed to this Lease; means the Yearly Rent, Service Charge and the Tenant s Insurance Premium; the rules and regulations imposed by the Landlord relating to the use of the Estate set out in Schedule 5 together with any further rules and regulations that the Landlord may from time to time in its reasonable discretion impose; the services and works specified in part 3 of Schedule 6; the Tenant's Proportion(s) of the amount of Service Costs for each Accounting Period; Service Costs the amounts specified in part 2 of Schedule 6; Surveyor Tenant s Insurance Premium Tenant's Proportion(s) any person or firm appointed by the Landlord to perform any of the functions of the Surveyor under this lease (including an employee of the Landlord or a Group Company and including also any person or firm appointed by the Landlord to collect the Yearly Rent, Service Charge and Tenant s Insurance Premium); a fair and proper proportion of the Insurance Premium; a fair and proper proportion or proportions or such other proportion or proportions as may from time to time be substituted for it under the provisions of paragraph 6 of part 1 of Schedule 6 of this lease); 6

8 VAT value added tax and any tax of a similar nature substituted for it or in addition to it. 2 Legislative references in this Lease: 2.1 LPA25 means the Law of Property Act 1925; 2.2 LTA85 means the Landlord and Tenant Act 1985; 2.3 LTC95 means the Landlord and Tenant (Covenants) Act 1995; 2.4 Planning Acts means Town and Country Planning Act 1990 Planning (Listed Buildings and Conservation Areas) Act 1990 Planning (Consequential Provisions) Act 1990 Planning (Hazardous Substances) Act 1990 Planning and Compensation Act 1991 and any other Act for the time being in force relating to town and country planning together with all regulations and orders made or confirmed under any of them; 2.5 References to a particular Act include anything (for example a notice direction order licence regulation bye-law rule and condition) deriving effect from any Act and refer to that particular Act as it may have been extended modified amended or re-enacted by the date upon which its construction is relevant for the purposes of this Lease and not in the form that it was when originally enacted or as at the date of this Lease; 2.6 References generally to any Act include derivative legislation and any regulation or other legislation of the European Union that is directly applicable in the United Kingdom and include existing statutes and those that come into effect during the Term. 3 Interpretation 3.1 Consent of the Landlord or words to similar effect means a consent in writing signed by or on behalf of the Landlord and any superior landlord from time to time and approved or authorised or words to similar effect mean (as the case may be) approved or authorised in writing by or on behalf of the Landlord and any superior landlord; 3.2 The expression the Landlord includes the person for the time being entitled to the reversion immediately expectant on the determination of the Term and any reference to a superior landlord includes the Landlord s immediate reversioner (and any superior landlords) at any time; 3.3 The expression the Tenant includes the Tenant's successors in title; 3.4 Where the Landlord or the Tenant for the time being comprise two or more persons obligations expressed or implied to be made by or with such party are deemed to be made by or with such persons jointly and severally; 3.5 Words importing one gender shall be construed as importing any other gender; 3.6 Words importing the singular shall be construed as importing the plural and vice versa; 3.7 References to any right of the Landlord to have access to the Premises shall be construed as extending to any superior landlord any mortgagee of the Estate and to all persons authorised by the Landlord and any superior landlord or mortgagee (including agents professional advisers contractors workmen and others); 7

9 3.8 Any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by another person under his control; 3.9 Any provisions in this lease referring to the consent or approval of the Landlord shall be construed as also requiring the consent or approval of any mortgagee of the Estate and any superior landlord where such consent shall be required but nothing in this lease shall be construed as implying that any obligation is imposed upon any mortgagee or superior landlord not unreasonably to refuse any such consent or approval; 3.10 References to any clause sub-clause or schedule without further designation shall be construed as a reference to the clause sub-clause or schedule to this lease so numbered; 3.11 The clause paragraph and schedule headings and the table of contents do not form part of this lease and shall not be taken into account in its construction or interpretation. 4 Demise 4.1 In consideration of the Premium paid by the Tenant to the Landlord (receipt of which the Landlord acknowledges) and of the Rent reserved in this lease the Landlord demises the Premises to the Tenant with full title guarantee for the Term: together with the rights specified in Schedule 2; excepting and reserving to the Landlord and all other occupiers of the Estate having similar rights the rights specified in Schedule 3; subject to all rights easements privileges restrictions covenants conditions and stipulations of whatever nature affecting the Premises including any matters set out in Schedule 4. 5 Tenant's covenants The Tenant covenants with the Landlord: Rent 5.1 to pay the Rent by half yearly instalments in advance on the 1 st January and the 1 st July (the Payment Days ) in each year free from any rights of set off, the first (or a proportionate part) of such payments in respect of the period commencing on the date of the grant of this Lease and ending on the next Payment Day to be made on the grant of this Lease; Interest 5.2 to pay Interest on sums payable to the Landlord under this Lease that remain unpaid 14 days after they fall due and such Interest shall be payable in respect of the period commencing the day after the date on which the sum was due until the date of payment (after any judgment as well as before); Outgoings 5.3 to pay and indemnify the Landlord against council tax and all other rates taxes assessments duties charges impositions and outgoings of whatever nature which are charged assessed or allocated to or imposed upon or in respect of the Premises; 8

10 5.3.2 all VAT chargeable in respect of any payment made by the Landlord where the Tenant agrees in this lease to reimburse the Landlord for such payment; Repair and maintenance 5.4 to keep the Premises in good and substantial repair and condition including the renewal and immediate replacement of all damaged parts for which the Tenant is responsible; 5.5 to replace from time to time the Landlord's fixtures and fittings in the Premises that may be or become beyond repair at any time during or at the expiration of the Term; 5.6 to clean the windows of the Premises both inside and out at least once every three calendar months; 5.7 to pay to the Landlord within 14 days of demand a just proportion fairly attributable to the Premises to be conclusively determined by the Surveyor acting as an independent expert and not as an arbitrator of the expenses of repairing and maintaining or rebuilding all party and other walls fences gutters sewers and drains roadways pavements entrance ways stairs and passages used in connection with the Premises; Decoration 5.8 as often as may be necessary and at least once in every fifth year and also in the last year of the Term to paint seal or otherwise treat all the inside wood and ironwork of the Premises with good quality paint or other suitable material of good quality and also to paint or re-paper the ceilings and walls; Alterations 5.9 not to make any structural or external alterations or any additions to the Premises; 5.10 alterations and additions other than as provided for in 5.9 may be carried out with the prior written consent of the Landlord such consent not to be unreasonably withheld or delayed; 5.11 not without the prior written consent of the Landlord such consent not to be unreasonably withheld to make any connection with the Pipes that serve the Premises otherwise than in accordance with plans and specifications previously approved by the Landlord and subject to consent to make such connection having previously been obtained from the competent authority or undertaker; 5.12 in the event of the Landlord giving consent for any alterations to be carried out to the Premises or to make any connection with the Pipes serving the Premises to enter into such covenants for reinstatement at the end or sooner determination of the Term as the Landlord shall reasonably require; 5.13 not to carry out or make any alteration or addition requiring Permission to the Premises until: all necessary notices under the Planning Acts (if appropriate) have been served; and all necessary Permissions have been obtained; Compliance with Acts 5.14 at the Tenant's own expense to execute all works and provide and maintain all arrangements upon or in respect of the Premises or the use to which the Premises are being put that are required in order to comply with the requirements of any Act 9

11 regardless of whether such requirements are imposed on the landlord the tenant or the occupier; 5.15 not to do in or near the Premises any act or thing by reason of which the Landlord may under any Act incur have imposed upon it or become liable to pay any penalty damages compensation costs charges or expenses; Use of the Premises 5.16 to use the Premises for the purposes of a private residence in the occupation of a single household only; 5.17 not to use the Premises for a sale by auction or for any dangerous noxious noisy or offensive trade business manufacture or occupation or for any illegal or immoral act or purpose; 5.18 not to do or bring or allow to remain upon the Premises anything that may be or become or cause a nuisance annoyance disturbance or inconvenience injury or damage to the Landlord or the owners or occupiers of other Lettable Areas or adjacent or neighbouring premises; 5.19 to observe the Rules and Regulations and to ensure that other occupiers of the Premises comply with the Rules and Regulations; Alienation 5.20 not to assign underlet or part with possession of part only of the Premises; 5.21 not without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) to underlet the whole of the Premises other than on the basis of an Assured Shorthold Tenancy for a period of not more than three years providing that such an underletting includes an obligation by the undertenant to observe the rules and regulations contained in Schedule 5 hereof; 5.22 not without the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) to assign the whole of the Premises; 5.23 within 14 days of any assignment charge underlease 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 the Landlord's solicitor's proper charges of at least 75 plus VAT for the registration of every such document and in the case of an underletting the Tenant must also (within 14 days of any underlease) notify the Landlord of the address (which address must be a valid and current address for the Tenant in England and Wales) to which all future demands for payment of Rent under this Lease are to be sent; Dishes, aerials and signs etc not to erect any pole aerial mast wire or dish (whether in connection with telegraphic radio or television communication or otherwise) outside the Premises; 5.25 not to affix or exhibit on the outside of the Building or display anywhere on the Premises so as to be visible outside it any placard sign notice or board or advertisement except to identify the Tenant s name and Flat Number on the communal entrance system or elsewhere as appropriate; 10

12 Access of the Landlord and notice to repair 5.26 to permit the Landlord on prior written notice of not less than 48 hours to the Tenant except in case of emergency: to enter upon the Premises for the purpose of ascertaining that the covenants and conditions of this lease have been observed and performed; to view (and if the circumstances reasonably require to open up floors and other parts of the Premises where such opening-up is required in order to view) the state of repair and condition of the Premises; and to give to the Tenant (or leave upon the Premises) a notice specifying any repairs cleaning or painting that the Tenant has failed to execute in breach of the terms of this lease and requesting the Tenant immediately to execute the same including the making good of such opening-up (if any) provided that the Landlord shall make good any opening-up if it reveals no material breaches of the terms of this lease; 5.27 immediately to repair clean maintain and paint the Premises as required by any notice under clause provided that if within two months of the service of such notice the Tenant has not commenced and is not proceeding diligently with the execution of the work referred to in the notice the Landlord may enter the Premises to execute such work as may be necessary to comply with the notice and the Tenant shall pay to the Landlord the reasonable cost of so doing and all expenses incurred by the Landlord (including legal costs and surveyors' fees) within seven days of a written demand being made; Repairs to Building, Estate and other Lettable Areas 5.28 to permit the Landlord and any lessee of the Building with or without workmen and all other persons authorised by any of them at all reasonable times during the daytime and by not less than two days' prior notice in writing (but at any time in case of emergency) to enter into and upon the Premises for the purpose of repairing or altering any part of the Building or Estate executing repairs or alterations to any adjoining or contiguous premises or for the purpose of making repairing maintaining supporting rebuilding cleansing lighting or keeping in good order and condition any Open Area the Common Parts and the remainder of the Building and Estate and also for the purposes of laying down maintaining repairing and testing Pipes and for similar purposes the persons so entering or authorising entry (as the case may be) making good all damage occasioned to the Premises as soon as is practicable; Planning Obligations 5.29 not to commit any breach of planning control (such term to be construed as it is used in the Planning Acts) and to comply with the provisions and requirements of the Planning Acts that affect the Premises the Building and the Estate and to indemnify the Landlord and keep the Landlord indemnified against all liability whatsoever including costs and expenses in respect of any contravention of planning control; 5.30 at his own expense to obtain all Permissions and serve all such notices as may be required for the carrying out of any operations on the Premises that may constitute Development; 11

13 Landlord's costs 5.31 to pay to the Landlord on an indemnity basis all reasonable costs fees charges disbursements and expenses (including without prejudice to the generality of the above those payable to counsel solicitors and surveyors) incurred and paid or payable by the Landlord in relation to or incidental to: every application made by the Tenant for a consent or licence required by the provisions of this lease whether such consent or licence is granted or refused or proffered subject to any reasonable qualification or condition or whether the application is withdrawn; the preparation and service of a notice under the LPA 25 section 146 or incurred by reason of or in contemplation of proceedings under the LPA 25 section 146 or 147 notwithstanding that forfeiture is avoided otherwise than by relief granted by the court; Indemnity 5.32 to be responsible for and to keep the Landlord fully indemnified against all damage damages losses costs expenses actions demands proceedings claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of: any act omission or negligence of the Tenant or any persons visiting the Premises expressly or impliedly with the Tenant's authority; or any material breach or non-observance by the Tenant of the covenants conditions or other provisions of this lease or any of the matters to which this demise is subject; Rights and Easements 5.33 not to stop up darken or obstruct any windows or light belonging to the Building; 5.34 to take all steps to prevent any new right of light way or passage or any other easement or right whatsoever being acquired over or any encroachment being made on the Premises and to inform the Landlord immediately of any easement acquired or encroachment made or of any attempt to acquire an easement or make an encroachment and at the request of the Landlord to adopt such means as shall be required to prevent the making of such encroachment or the acquisition of any such easement; 5.35 To observe and perform the covenants conditions obligations and restrictions on the part of the tenant contained in the deeds and documents set out in Schedule 4 insofar as they relate to the Premises and are capable of being enforced and to keep the Landlord fully and effectually indemnified from and against all loss damage actions proceedings claims demands costs damages liability and expenses arising in any way directly or indirectly out of the Tenant failing to do so; Not to render insurance void 5.36 not to do or permit to be done any act or omission which may render any increased or extra premium payable for the insurance of the whole or any part of the Estate or which may make void or voidable any such insurance and to comply in all respects with the proper and reasonable requirements of the insurers with whom the Estate or any part thereof may for the time being be insured insofar as the requirements relate to the Premises and the use of the Common Parts; 12

14 5.37 to make good to the Landlord on demand all loss or damage sustained by the Landlord consequent upon any breach of clause 5.36; Yielding Up 5.38 at the expiration of the Term to yield up the Premises in repair and in accordance with the terms of this lease; Notices 5.39 to give full particulars to the Landlord of any notice direction order or proposal for the Premises made issued or given to the Tenant by any legal or public authority within seven days of receipt and if so required by the Landlord to produce it to the Landlord and without delay take all necessary steps to comply with the notice direction or order and at the request of the Landlord to make or join the Landlord in making such objection or representation against or in respect of any such notice direction order or proposal as the Landlord shall deem expedient; Exercise of rights 5.40 to permit the Landlord at all times during the Term to exercise without interruption or interference any of the rights reserved to them by virtue of the provisions of this lease; VAT 5.41 to pay all VAT chargeable in respect of any payment made by the Tenant to the Landlord pursuant to the terms of this lease including any VAT on Rent and any payment under clause Tenant's service and other charge covenants with the Landlord The Tenant covenants with the Landlord: 6.1 to pay the Service Charge to the Landlord in respect of each year of the Term on the basis set out in part 1 of Schedule 6; 6.2 to pay Interest on any payment of Service Charge that remains unpaid fourteen days after it has fallen due in respect of the period commencing the day after the date on which the Service Charge was due until the date of payment (after any judgment as well as before); 6.3 to comply with all obligations to the Landlord which the Tenant enters into under the terms of this lease (except for the payment of Yearly Rent); 6.4 To pay and indemnify the Landlord against all charges and related administrative costs for energy and utility supplies of any description (which may include without prejudice to generality electricity water gas and oil) utilised or consumed (or which the Landlord reasonably estimates will be utilised or consumed) in making or affording a supply of light, power, heat and/or hot water to the Premises (such charges to be such amounts as are assessed by the Landlord or its Surveyor acting reasonably) payable on written demand on a monthly basis on the first of the month (or on such other times and dates as the Landlord may decide) and if payment is not made within 14 days of such demand the Landlord shall be entitled (but not obliged) to discontinue any such supply to the Premises until payment (together with Interest charged thereon) shall have been made to the Landlord in cleared funds PROVIDED ALWAYS that: if for any reason beyond its control the Landlord is prevented from taking any meter readings then the Tenant shall pay the Landlord at the times and in 13

15 the manner aforesaid such amount as the Landlord or its Surveyor may reasonably demand on account of the use and consumption by the Tenant of any such energy supplies such amount to be based on average historical data for the Premises or if there is no such data such other reasonable amount as the Landlord or its Surveyor may specify. 7 Landlord's covenants with the Tenant The Landlord covenants with the Tenant: Quiet enjoyment terms of the Leases and Insurance 7.1 So long as the Tenant does not contravene any term of this lease to allow the Tenant to possess and use the Premises without interference from the Landlord or from anyone who derives title from or any trustee for the Landlord; Terms of other leases 7.2 That the other leases of private residential flats in the Building granted by the Landlord shall contain Rules and Regulations in substantially the same terms to those contained in Schedule 5 and shall contain covenants substantially the same to those contained in clauses 5 and 6 and shall contain substantially the same service charge provisions to those set out in Schedule 6; 7.3 Pending the grant of Leases of the other Lettable Areas in the Building to observe and perform all tenant s obligations and covenants in respect of those Lettable Areas in the Building; 7.4 At the request of the Tenant and on the following terms, to enforce the obligations undertaken in their respective leases by tenants of the Lettable Areas: the Tenant is responsible for all reasonable costs and expenses of enforcement; the Tenant must comply in advance with the Landlord s reasonable requirements in relation to payment on account and/or giving security for payment of the costs and expenses of enforcement; Insurance At all times during the Term (unless such insurance is vitiated by any act or default of the Tenant) insure or procure that the Estate (including plant and machinery serving the Estate) is insured and kept insured against loss or damage by the Insured Risks in a reputable insurance office for such sum as the Landlord or any superior landlord from time to time shall reasonably consider adequate to cover the cost of rebuilding works including the following: Demolition; Architects & Surveyors Fees ; Public and Third Party liability risks; Whenever reasonably required by the Tenant (and at the Tenant s cost) produce a copy summary or extract of the insurance policy; In case of destruction of or damage to the Building and Common Parts (and if reasonably practicable to do so) the Landlord shall as soon as reasonably practicable procure the reinstatement of the same and any money received 14

16 by the Landlord from the insurers by virtue of any insurance effected by the Landlord shall be applied in reinstating the Building and Common Parts; The insurance policy in relation to the Estate shall be subject to such excesses and conditions as the insurers shall require; Subject to due compliance by the Landlord with its obligation to insure or procure insurance contained in clause 7 any excesses under the policy and deficiency in meeting the cost of reinstatement shall be treated as an item of Service Costs. 8 Landlord's service charge covenants with the Tenant Provision of Services 8.1 The Landlord covenants with the Tenant to provide or procure the provision of the Services on the following basis: the Landlord may provide or procure the provision of the Services in such manner and to such standard as the Landlord or its managing agents in their absolute discretion shall determine provided that the manner and standard of Services will at all times be consistent with the use of the Building and Estate as a high class block of flats with car parking and ancillary services; the Landlord shall not be liable under the provisions of this Lease for any failure or delay caused by industrial disputes, shortages of supplies inclement weather and other causes beyond the control of the Landlord; if the Landlord or its managing agents at any time reasonably consider that it would be in the general interest of the tenants of the Estate the Landlord shall have the power to discontinue any of the Services which in its opinion can be provided by a third party directly to the tenant or have become impractical or obsolete. 9 Provisos Re-entry 9.1 If and whenever during the Term: the Rent (or any part of it) or any payment under clause 5.7 is outstanding for 14 days after becoming due whether formally demanded or not; or there is a material breach by the Tenant of any covenant or other term of this lease; the Landlord may re-enter the Premises at any time (and even if any previous right of re-entry has been waived) and then the Term shall absolutely cease but without prejudice to any rights or remedies that may have accrued to the Landlord against the Tenant in respect of any breach of covenant or other term of this lease (including the breach in respect of which the re-entry is made); No liability after parting with interest 9.2 The Tenant acknowledges that the Landlord does not have any liability under this lease for anything done or omitted to be done after transferring its leasehold interest in the Estate; 15

17 General Provisos 9.3 This lease embodies the entire understanding of the parties relating to the Premises and to all the matters dealt with by any of the provisions of this lease; 9.4 The provisions of the LPA 25 section 196 as amended by the Recorded Delivery Service Act 1962 shall apply to the giving and service of all notices and documents under or in connection with this lease except that section 196 shall be deemed to be amended as follows: the final words of section 196(4)...and that service...be delivered shall be deleted and there shall be substituted...and that service shall be deemed to be made on the second Working Day after the registered letter has been posted Working Day meaning any day from Monday to Friday (inclusive) other than Christmas Day Good Friday and any statutory bank or public holiday; any notice or document shall also be sufficiently served if sent by telephonic facsimile transmission to the party to be served and that service shall be deemed to be made on the day of transmission if transmitted before 4.00pm on a Working Day but otherwise on the next following Working Day (as defined above). IN WITNESS whereof the parties hereto have executed these presents as a Deed the day and year first before mentioned 16

18 Schedule 1 The Premises ALL THOSE Premises known as [No.], The Panorama, Park Street, Ashford TN24 8DF situate on the [ floor] Floor of the Building and shown edged red on Plan 1 including: 1 the internal plaster work of the boundary walls of the Premises and the doors door frames windows window fastenings window frames window sills and glass fitted in such window frames; 2 the internal non-structural walls and partitions and plaster work of the internal walls and partitions within the Premises and the doors and door frames fitted in such walls and partitions; 3 the plaster work of the ceilings and the surfaces of the floors including the floor tiling and wood blocks; 4 one-half in depth of the space between the ceilings of the Premises and the floors of the flat above but not the joists or beams from which the said ceilings are suspended and one-half in depth of the space between the floors of the Premises and the ceilings of the flat below including the non-structural joists and beams on which the said floors are laid; and 5 all Pipes that are now laid or may be laid within 80 years from the date of this lease in over or under any part of the Building and which exclusively serve the Premises; but excluding: 6 all of the main timbers and joists of the Building not referred to as specifically included in the Premises and all of the structural walls or partitions (whether internal or external) except such of the internal walls and partitions and the plastered surfaces windows window frames doors and door frames as are expressly included in this demise; 7 any Pipes that are now laid or may be laid within 80 years from the date of this lease in over or under the Estate and that do not exclusively serve the Premises; 8 any part of the Building lying above the surface of the ceilings or below the floor surfaces save as otherwise provided in this lease; 9 any other structural parts of the Building; and 10 the whole of the airspace above the Premises. 17

19 Schedule 2 The rights granted 1 The right (in common with the Landlord and all others so entitled) to free and uninterrupted passage and running of water sewage gas electricity telephone and other services or supplies to and from the Premises through the Pipes to and from other parts of the Estate that now are or may during the Term be in under or over the Premises; 2 The right on foot only (in common with the Landlord and all others so entitled) of ingress to and egress from the Premises over the Common Parts and to use the Common Parts for the benefit and enjoyment of the Premises for the purposes connected with the permitted use of the Premises subject to the Rules and Regulations for common enjoyment of them as the Landlord from time to time prescribes; 3 The right of subjacent and lateral support protection shelter and all other easements now enjoyed by the Premises from all other parts of the Estate; 4 The right (in common with the Landlord and all others so entitled) at reasonable times and upon reasonable notice except in cases of emergency to enter the other parts of the Estate for the purpose of executing repairs alterations and renewals to the Premises and the Pipes serving the Premises the Tenant immediately making good all damage caused by the exercise of this right; and 5 The benefit of the covenants and restrictions imposed by the Leases of the other Lettable Areas in the Estate so far as such covenants and restrictions are intended to benefit the Premises or the Tenant. 18

20 Schedule 3 The rights reserved 1 The right for the Landlord and its agents to enter or gain access through the Premises (with all necessary tools and materials) for the purposes of performing the Services or complying with the Landlord s obligations contained in this lease provided always that such works shall be carried out as expeditiously as reasonably possible and the Landlord shall immediately make good at its own expense any damage to the Premises; 2 The right to free and uninterrupted passage and running of water sewage gas electricity telephone and other services or supplies from, and to other parts of the Estate in and through the Pipes that now are or may during the Term be in under or over the Premises; 3 The right to construct and to maintain in on under or over the Premises at any time during the Term any Pipes for the benefit of any other part of the Estate; 4 The rights of light air support protection shelter and all other easements and rights now belonging to or enjoyed by other parts of the Estate; 5 Full right and liberty for the Landlord at any time after the date of this lease to erect any new buildings of any height or alter any existing buildings and the Estate in such manner as he shall think fit notwithstanding the fact that the same may materially obstruct affect or interfere with the amenity of or access to the Premises; 6 The rights of access and entry for the Landlord and the owners and occupiers of the other Lettable Areas which the Tenant covenants to give in this Lease; and 7 To the extent (if at all) that the Tenant has been granted the exclusive right to use any balcony area that immediately adjoins the Premises such rights of access to and entry upon any such balcony area as the Landlord (and those authorised by the Landlord) shall require in order to carry out works to the Building or the Estate or any part or parts thereof (with or without workmen and equipment) together with the right to use erect and maintain ladders and scaffolding thereon for the purposes of such works provided that the Landlord shall only exercise such right where the works cannot otherwise reasonably be carried out and shall carry out the works as quickly as reasonably possible and with a minimum of nuisance to the Tenant and damage to the Premises and the Landlord shall make good any damage caused to the Premises and any such balcony as soon as is reasonably practicable. 19

21 Schedule 4 Matters to which the lease is subject All those matters entries deeds and documents contained and referred to in the property and charges registers of Title K including any deeds and documents supplemental subsequent or additional to them. 20

22 Schedule 5 Rules and Regulations 1 Not to do anything in the Premises which is not consistent with the use of the Building as a block of high class residential flats nor allow anyone else under this control to do so; 2 Not to allow a television or radio set, equipment for reproducing recorded sound or musical instrument to be heard outside the Premises; 3 Not to hold any political, religious, fund raising or charitable meeting attended by more than five people in the Premises; 4 Not to hang clothes, linen or furnishings outside the Premises or on the terrace or balcony (if any); 5 To keep curtains or blinds at all windows (except bathroom windows); 6 To keep all floors above other flats (except kitchen and bathroom floors) covered with carpet over foam underlay or in the alternative wood block flooring that complies with Building Regulations as to sound insulation at the date hereof; 7 Not to keep any animal or bird in the Premises unless the Landlord has agreed. That agreement may be withdrawn by the Landlord at any time without a reason being given; 8 To take any energy and/or utility supplies of any description (which may include without prejudice to generality electricity water gas and oil) which the Landlord shall acting reasonably supply, arrange or provide for use throughout the Building, including the Common Parts, or in order to provide a supply of light, power, heat and/or hot water to the Premises; 9 To drain the hot water system whenever the Premises is unoccupied for longer than two weeks continuously between 1 November and 31 March; 10 Not to keep store stack or lay out upon the Common Parts or the Open Areas any item; 11 Not to interfere with the enjoyment and amenity of the other flats within the Building nor to allow any noxious smell to enter any flat in the Building or the Common Parts thereof; 12 Not to deposit or permit to be deposited any waste rubbish or refuse on the Common Parts (except as provided in Paragraph 12 of this Schedule) and or the Open Areas; 13 Not to deposit household refuse other than in sealed black plastic bags within a dustbin in the refuse store or area as designated from time to time by the Landlord and to close the door to the refuse store after use; and 14 Not to tamper or in any way interfere (or allow anyone else to tamper or in any way interfere) with any heat exchange(s) and/or related meters or similar apparatus within or serving the Premises and to immediately notify the Landlord if it becomes aware of any such tampering or interference. 21

23 1 Purpose of Service Charge Schedule 6 Provisions relating to Service Charge Part 1 Computation, certification and payment The Tenant shall pay to the Landlord a Service Charge (and an Interim Charge on account) to cover all of the expenditure overheads costs and liabilities incurred by the Landlord in carrying out its obligations under clause 8 including the cost of insuring the lifts in the Building and the cost of repair, maintenance and renewal of the lifts, the purpose of which is to enable the Landlord to recover from the Tenant the Tenant's due proportion of all expenditure overheads and liabilities which the Landlord may incur in and in connection with carrying out works on the Estate and providing present and future services to its occupiers (but not including expenditure on those parts of the Premises which the Tenant is liable to repair and maintain under the terms of this Lease and the corresponding parts of the other Lettable Areas). 2 Definitions In this Schedule the following definitions apply in addition to the definitions set out in clause 1 of this lease: Accountant Certificate an accountant or firm of Accountants who shall be Qualified as specified in s28 of the LTA 85; a certificate issued by the Accountant under the provisions of paragraph 5 of this schedule; Estimate an estimate prepared under the provisions of paragraph 3.1 of this schedule; Independent Surveyor Initial Interim Rate Payment Days Reserve Fund Supplemental Interim Charge a surveyor appointed by the Landlord but he shall not be a member or employee of the Landlord or its managing agents; per year; 1 January and 1 July in each Year; a fund that the Landlord may decide to establish in order to meet future expenditure which it expects to incur in maintaining replacing rebuilding or renewing those items which it is obliged or entitled to maintain replace rebuild or renew under the terms of this lease; the payment mentioned in paragraph 4.4 of this Schedule. 3 Preparation of the Estimate 3.1 On or before (or, if that shall be impractical, then as soon as practicable after) each Accounting Date the Landlord shall prepare an Estimate in writing of the Service Costs which it expects to incur or charge during or in respect of the Accounting Period commencing immediately after that Accounting Date; 3.2 The Estimate shall contain a summary of those estimated Service Costs; 22

24 3.3 Within 14 days after preparation, a copy of each Estimate shall be served by the Landlord on the Tenant together with a statement showing the Interim Charge payable by the Tenant on account of those estimated Service Costs. 4 Payment of Interim Charge 4.1 The Interim Charge for each Accounting Period (together with VAT, if payable) shall be paid by the Tenant by two equal instalments on the Payment Days during that Accounting Period; 4.2 The Initial Interim Charge shall be calculated at the Initial Interim Rate and the first payment shall be made on the date of this Lease and shall be an apportioned part for the period from the Commencement Date until the next Payment Day; 4.3 If the Interim Charge for any Accounting Period is not ascertained and notified to the Tenant by the first Payment Day in that Accounting Period: until the Payment Day following the ascertainment and notification to him of the new Interim Charge, the Tenant shall on demand pay on account a provisional interim charge at the rate previously payable; commencing on that Payment Day, the Tenant shall pay the new Interim Charge; and on that Payment Day, the Tenant shall also pay the amount by which the new Interim Charge for the period since the commencement of that Accounting Period exceeds the amount paid on account but if the amount paid on account exceeds the new Interim Charge for that period, the Landlord shall give credit for the overpayment; 4.4 If at any time during an Accounting Period it appears to the Landlord that (whether due to the need arising to incur a cost which was not included in the Estimate, or for any other reasonable reason whatsoever) the Interim Charges payable by the Tenant shall be insufficient to meet the Service Charge for that Accounting Period, the Landlord shall be entitled to serve on the Tenant a demand for a Supplemental Interim Charge of such reasonable amount as the Landlord may specify, accompanied by a written explanation of the reason and computation for it, and the Tenant shall pay the amount demanded within 14 days of service of the demand. 5 Preparation and Service of the Certificate 5.1 The Landlord or its managing agents shall keep proper books and records of the Service Costs and as soon as practicable after each Accounting Date the Landlord or its managing agents shall prepare a certificate of the Service Costs of the Accounting Period ending on that Accounting Date; 5.2 The Certificate shall contain a summary of the Service Costs to which it relates; 5.3 If a Reserve Fund exists or is to be established, the Certificate shall also state any amount in the Reserve Fund at the commencement of the Accounting Period, any expenditure from the Reserve Fund during or in respect of that Accounting Period, and any sums included in the Service Costs to be added to the Reserve Fund; 5.4 The Certificate shall be signed by an Accountant and shall include a certificate by the Accountant that the summary of Service Costs set out in the Certificate is a fair summary and that the Service Costs are sufficiently supported by accounts, receipts and other documents which have been produced to the Accountant; 23

25 5.5 Within 14 days of signing by the Accountant, a copy of each Certificate shall be served upon the Tenant together with a statement showing: the Service Charge payable by the Tenant in respect of the Accounting Period to which the Certificate relates; the Interim Charge (and Supplemental Interim Charge, if any) paid by the Tenant on account of that Service Charge; and the amount (if any) by which the Service Charge exceeds or falls short of the aggregate of the payments received by way of Interim Charge and Supplemental Interim Charge; 5.6 Within 14 days from the service of each statement under paragraph 5.5 of this Schedule, the Tenant shall pay to the Landlord (together with value added tax, if payable) the amount (if any) by which the stated Service Charge exceeds the Interim Charge and Supplemental Interim Charge stated to have been received on account; 5.7 During the two months commencing on the date of service of each Accountant s Certificate the Tenant or its authorised representative shall be entitled to inspect the books, records, invoices and accounts relating to the Service Costs included in such Certificate during normal office hours at the offices of the Landlord or its managing agents on the Tenant giving to the Landlord or its managing agents not less than two working days' written request for such inspection; 5.8 So far as permitted by law, each Certificate shall be conclusive of the matters which it purports to certify (save in case of manifest error), and no invalidity of a part of any Certificate shall affect the validity of any other part of the Certificate. 6 Proportion 6.1 The Landlord shall be entitled to determine that the Tenant s Proportion(s) from time to time shall be nil in relation to any of the Services and/or Service Costs that relate to parts of the Estate or Building which are not used by and do not benefit any of the residential tenants; 6.2 The Landlord shall be entitled to take account of its ability to recover Service Costs from non-residential tenants or occupiers when determining the Tenant s Proportion(s) from time to time in relation to Services and/or Service Costs that are used by or benefit any non-residential tenant or occupiers; 6.3 The Landlord shall be entitled by giving written notice to the Tenant to vary the Tenant's Proportion(s) from time to time as a consequence of any alteration or addition to the Building or Estate or any alteration in the arrangements for provision of services therein or any other relevant circumstances; 6.4 Any variation in the Tenant's Proportion(s) shall take effect from such date as the Landlord may specify in such written notice having regard to the date of occurrence of the reason for such variation. 7 Disputes 7.1 Any dispute arising out of this schedule or under Section 19 of the LTA85 shall be referred to the determination of an Independent Surveyor acting as an arbitrator in accordance with the provisions of the Arbitration Act 1996 appointed by the parties to the dispute. If they do not agree on that appointment the President for 24