exv10w1



 







Dated




26 January 2006




Agreement for Lease




relating to




37 Burley Road, Leeds




between




ZURICH ASSURANCE LTD




and




OILGEAR TOWLER LIMITED




1









 








THIS
AGREEMENT is dated 26th January 2006.




Parties





	(1)	 	ZURICH ASSURANCE LTD incorporated and registered in England and Wales with company number
2456671 whose registered office is at UK Life Centre Station Road Swindon Wiltshire SN1 1EL
(Landlord).






	(2)	 	OILGEAR TOWLER LIMITED incorporated and registered in England and Wales with company number
565938 whose registered office is at Oaklands Road Rodley Leeds LS13 1LG (Tenant).





Background



The Landlord owns the leasehold estate of the property at 37 Burley Road, Leeds and has agreed to
grant the Tenant a lease of the property on the terms contained in this agreement.




Agreed terms





	1.	 	Interpretation
	 
	1.1	 	The definitions in this clause apply in this agreement.
	 
	 	 	Assignment: means the assignment of the Warranties to be completed in accordance with
clause 2.3 in the form attached hereto
	 
	 	 	Completion Date: The day that is 5 working days after the date that the Tenant notifies
the Landlord that all Investigation Reports have been carried out and they are
Satisfactory Investigation Reports pursuant to its obligation under clause 3.2(e)
	 
	 	 	Contract Rate: interest at 3% over the base lending rate from time to
time of HSBC Bank plc
	 
	 	 	Investigation Reports: means a ground condition survey prepared by Mill Cannon (UK)
Limited in relation to the condition of the Property together with recommendations and
details of any costings to put into effect such recommendations to ensure that the
Property is fit for the Tenant’s use.
	 
	 	 	Landlord’s Conveyancer: Addleshaw Goddard of Sovereign Street, Leeds, LS1 1HQ or any
other conveyancer whose details may be notified in writing from time to time by the
Landlord to the Tenant.
	 
	 	 	Lease: the lease in the form of the lease annexed to this agreement.




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	 	 	Part 1 Conditions: Part 1 of the Standard Commercial Property Conditions (Second
Edition) and Condition means any one of them.
	 
	 	 	Part 2 Conditions: Part 2 of the Standard Commercial Property Conditions (Second
Edition).
	 
	 	 	Property: the property at 37 Burley Road, Leeds as more particularly defined in the
Lease.
	 
	 	 	Rent Deposit Deed: means the Rent Deposit Deed to be completed in accordance with clause
2.2 to this Agreement in the form attached hereto
	 
	 	 	Satisfactory Investigation Reports: means Investigation Reports that are satisfactory to
the Tenant acting reasonably to ensure that the Property is reasonably fit for the Tenants
beneficial occupation and use.
	 
	 	 	Tenant’s Conveyancer: Gordons Riverside West Whitehall Road Leeds LS1 4AW or any other
conveyancer whose details may be notified in writing from time to time by the Tenant to
the Landlord.
	 
	 	 	VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar
replacement tax and any similar additional tax.
	 
	 	 	Warranties: means the warranties the subject of the Assignment and which are listed in the
Assignment
	 
	 	 	1954 Act: Landlord and Tenant act 1954.
	 
	1.2	 	The rules of interpretation in this clause apply in this agreement.
	 
	1.3	 	Clause and Schedule headings do not affect the interpretation of this agreement.
	 
	1.4	 	Except where a contrary intention appears, a reference to a clause or a Schedule is a
reference to a clause of, or Schedule to this
agreement.
	 
	1.5	 	Unless otherwise specified, a reference to a law is a reference to it as it is in force for
the time being taking account of any amendment, extension, application or re-enactment and
includes any subordinate legislation for the time being in force made under it.
	 
	1.6	 	A person includes a corporate or unincorporated body.
	 
	1.7	 	Writing or written includes faxes but not e-mail.




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	1.8	 	Any obligation in this agreement on a person not to do something includes an
obligation not to agree or allow that thing to be done.
	 
	1.9	 	Landlord includes the Landlord’s successors in title and any other person who is or becomes
entitled to the reversion (whether immediate or not) expectant on the term to be created by
the Lease.
	 
	1.10	 	Tenant does not include the Tenant’s successors in title.
	 
	2.	 	Agreement for Lease
	 
	2.1	 	In consideration of the Tenant’s obligations under this agreement and subject to the
provisions of clause 3, the Landlord will grant to the Tenant and the Tenant will accept from
the Landlord the Lease on the terms set out in this agreement. No purchase price or deposit is
payable.
	 
	2.2	 	In consideration of the grant of the Lease the Tenant will execute and deliver to the
Landlord the Rent Deposit Deed.
	 
	2.3	 	In consideration of the grant of the Lease the Landlord will execute and deliver the
Assignment.
	 
	3.	 	Conditions Precedent
	 
	3.1	 	The grant of the Lease (and the completion of the Rent Deposit Deed and the Assignment)
is conditional upon the issue of Satisfactory Investigation Reports and the following
provisions shall apply in this regard:






	 	(a)	 	The Tenant shall as soon as reasonably practicable after the date
hereof commission the Investigation Reports.
	 
	 	(b)	 	The Landlord will allow access to the Property for the purpose of
carrying out the Investigation Reports including the digging of certain trial
holes in locations to be approved by the Landlord acting reasonably.
	 
	 	(c)	 	The Tenant will procure the making good of any damage caused as a
result of the carrying out of any Investigation Reports as soon as reasonably
practicable to the reasonable satisfaction of the Landlord.
	 
	 	(d)	 	Within 2 working days of receipt of the last of the Investigation
Reports the Tenant will give written notice to




4









 






	 	 	 	the Landlord as to whether the Investigation Reports together constitute
Satisfactory Investigation Reports.
	 
	 	(e)	 	If the Investigation Reports are confirmed by the Tenant not to be
Satisfactory Investigation Reports by 31 January 2006 then either the Landlord or
the Tenant may at any time after notification thereof by the Tenant to the
Landlord give notice to the other terminating this agreement. Termination will be
without prejudice to the Tenant’s obligations in clause 3.2(f) and the rights of
each party in respect of any earlier breach of this agreement.
	 
	 	(f)	 	If the agreement is terminated pursuant to clause 3.2(e), the
Tenant will immediately cancel all entries relating to this agreement registered
against the Landlord’s title.






	4.	 	Conditions
	 
	4.1	 	The Part 1 Conditions are incorporated in this agreement, in so far as they:






	 	(a)	 	are applicable to the grant of a lease;
	 
	 	(b)	 	are not inconsistent with the other clauses in this agreement; and
	 
	 	(c)	 	have not been modified or excluded by any of the other clauses in
this agreement.






	4.2	 	The Part 2 Conditions are not incorporated in this agreement.
	 
	5.	 	Vacant possession
	 
	5.1	 	The Landlord will give the Tenant vacant possession of the Property
on completion of the grant of the Lease.
	 
	5.2	 	The Tenant is not entitled to and will not be permitted to take occupation or possession of
the Property or of any part of it prior to completion of the grant of the Lease and this
agreement does not operate as a demise.
	 
	6.	 	Deducing title




The Landlord’s title to the Property has been deduced to the Tenant’s Conveyancer before the
date of this agreement.







5









 









	7.	 	Title guarantee




The Landlord will grant the Lease with full title guarantee.





	8.	 	VAT
	 
	8.1	 	Each amount stated to be payable by the Tenant to the Landlord under or pursuant to this
agreement is exclusive of VAT (if any).
	 
	8.2	 	If any VAT is chargeable on any supply made by the Landlord under or pursuant to this
agreement, the Tenant will pay the Landlord an amount equal to that VAT as additional
consideration on completion.
	 
	9.	 	Completion




Completion of the Lease, the Rent Deposit Deed and the Assignments will take place on the
Completion Date.





	10.	 	Entire Agreement
	 
	10.1	 	This agreement and the documents annexed to it constitute the entire agreement and
understanding of the parties and supersede any previous agreement between them relating to the
subject matter of this agreement.
	 
	10.2	 	The Tenant acknowledges and agrees that in entering into this agreement, it does not rely on
and will have no remedy in respect of any statement, representation, warranty, collateral
agreement or other assurance (whether made negligently or innocently) of any person (whether
party to this agreement or not) other than:






	 	(a)	 	as expressly set out in this agreement or the documents annexed to
it; or
	 
	 	(b)	 	in any written replies which the Landlord’s Conveyancer has given to
any written enquiries raised by the Tenant’s Conveyancer before the date of this
agreement.






	 	 	Nothing in this clause will, however, operate to limit or exclude any liability for fraud.
	 
	11.	 	Notices
	 
	11.1	 	Any notice given under this agreement must be in writing and signed by or on behalf of
the party giving it.




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	11.2	 	Any notice or document to be given or delivered under this agreement must be
given by delivering it personally or sending it by pre-paid first class post, or recorded
delivery, or fax to the address and for the attention of the relevant party as follows:






	 	(a)	 	to the Landlord at:
	 
	 	 	 	9/15 Sackbille Street, London, W1A 2JP
	 
	 	 	 	Fax No: 0207 464 5811
	 
	 	 	 	marked for the attention of Alex Brower
	 
	 		 	or at the Landlord’s Conveyancer, quoting the reference BDJH/77046-1599
	 
	 	(b)	 	to the Tenant at: 
	 
	 		 	 Oaklands Road, Rodley, Leeds
	 
	 	 	 	Fax No: 0113 2559537
	 
	 	 	 	marked for the attention of Arthur Normington
	 
	 		 	or at the Tenant’s Conveyancer, quoting the reference DHC/OIL1N.3






	11.3	 	Giving or delivering a notice or a document to a party’s conveyancer has the same effect as
giving or delivering it to that party.
	 
	11.4	 	Any such notice will be deemed to have been received:






	 	(a)	 	if delivered personally, at the time of delivery provided that:






	 	(i)	 	if delivery occurs before 9.00 am on a working
day, the notice will be deemed to have been received at 9.00 am on that
day; and
	 
	 	(ii)	 	if delivery occurs after 5.00 pm on a working day,
or at any time on a day that is not a working day, the notice will be
deemed to have been received at 9.00 am on the next working day.






	 	(b)	 	in the case of pre-paid first class or recorded delivery post, at
9.00 am on the second working day after posting.
	 
	 	(c)	 	in the case of fax, at the time of transmission.






	11.5	 	In proving service, it will be sufficient to prove that delivery was made or that the
envelope containing the notice or document was






7









 









	 	 	properly addressed and posted as a prepaid first class or recorded delivery letter or
that the fax message was properly addressed and transmitted, as the case may be.
	 
	11.6	 	A notice given or document delivered under this agreement will not be validly given or
delivered if sent by e-mail.
	 
	12.	 	Rights of third parties
	 
	 	 	A person who is not a party to this agreement may not enforce any of its terms under
the Contracts (Rights of Third Parties) Act 1999.
	 
	13.	 	Governing law and jurisdiction




This agreement will be governed by and construed in accordance with the law of England and
Wales.



This agreement has been entered into on the date stated at the beginning of it.




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	Signed by Threadneedle Property
	 	/s/	 	 
	 

	 	 

	 	 
	Investments Limited

	 	Authorised Signatory	 	 
	for and on behalf of Zurich 

Assurance
Limited under a Power of 

Attorney
dated       or with effect
from 1 January 2005
	 	 	 	 
	 
	 	 	 	 
	Signed by

	 	Illegible
 

	 	 
	 

	 	Director	 	 
	for and on behalf of OILGEAR
	 	 	 	 
	TOWLER LIMITED
	 	 	 	 






9









 






			
	Dated
	 	2005






ZURICH ASSURANCE LTD




OILGEAR TOWLER LIMITED




 






LEASE

of

37 Burley Road, Leeds




 






Addleshaw
Goddard





 









 





Contents




	 	 	 	 	 	 	 
	 	 		 	Page
	 	 	Clause	 	
	 
	1

	 	Definitions and Interpretation
	 	 	2	 
	2

	 	Demise and Rent
	 	 	6	 
	3

	 	Tenant’s covenants
	 	 	7	 
	4

	 	Landlord’s covenants
	 	 	7	 
	5

	 	Forfeiture
	 	 	7	 
	6

	 	Determination
	 	 	8	 
	7

	 	Miscellaneous
	 	 	9	 
	8

	 	References to rights
	 	 	10	 
	9

	 	References to consents
	 	 	10	 
	10

	 	References to payments
	 	 	10	 
	11

	 	References to indemnities
	 	 	10	 
	12

	 	References to rights of entry
	 	 	10	 
	13

	 	Contracts (Rights of Third Parties) Act 1999
	 	 	10	 
	 
	 	 	 	 	 	 
	 

	 	Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	1

	 	The Premises
	 	 	12	 
	2

	 	Rights granted
	 	 	13	 
	3

	 	Exceptions and Reservations and Title Matters
	 	 	14	 
	 

	 	Part 1 — Exceptions and Reservations
	 	 	14	 
	 

	 	Part 2 — Title Matters
	 	 	15	 
	4

	 	Review of Basic Rent
	 	 	16	 
	5

	 	Insurance
	 	 	18	 
	6

	 	Tenant’s covenants
	 	 	21	 
	7

	 	Landlord’s covenants
	 	 	32	 






 









 











Our clients have regard to the recommendations of the voluntary Code of Practice for Commercial
Leases in England and Wales.



Accordingly:





	1	 	We draw your attention to the fact that the lease which you are proposing to take:






	 	(a)	 	Is a legal document.
	 
	 	(b)	 	Will impose obligations on you, which will be enforceable against you in Court.






	2	 	We strongly recommend that before you sign the lease you instruct your own solicitor to
advise you and to explain to you the nature of the various provisions and consequences of that
commitment.




We assume that you have already seen a copy of the Code. If not it can be found at Code of
Practice for Commercial Leases in England and Wales or obtained from the Royal Institution of
Chartered Surveyors, telephone no 020 7334 3806.








 









 








This
Lease made on      2005



Between





	(1)	 	Zurich Assurance Ltd (Company No. 2456671) whose registered office is at UK Life Centre
Station Road Swindon Wiltshire SN1 1EL (Landlord)
	 
	(2)	 	Oilgear Towler Limited (Company No. 565938) whose registered office is at Oaklands Road
Rodley Leeds LS13 1LG (Tenant)





It is agreed





	1	 	Definitions and Interpretation
	 
	1.1	 	In this Lease unless the context otherwise requires the following expressions shall
have the following meanings:
	 
	 	 	Authority means any statutory public local or other authority or any court of law or any
government department or any of them or any of their duly authorised officers
	 
	 	 	Basic Rent means up to but excluding 1 October 2006 a peppercorn (if demanded) and from
and including that date £225,000 per annum as from time to time reviewed under schedule 4
or otherwise altered
	 
	 	 	Building means any building from time to time on the Premises
	 
	 	 	CDM Regulations means the Construction (Design and Management) Regulations 1994
	 
	 	 	Conduits means sewers drains pipes wires cables ducts gutters fibres and any other medium
for the passage or transmission of soil water gas electricity air smoke light information
or other matters and includes where relevant ancillary equipment and structures
	 
	 	 	Connected Person means any person, firm or company which is connected with the Tenant for
the purposes of section 839 Income and Corporation Taxes Act 1988
	 
	 	 	Consent means an approval permission authority licence or other relevant form of approval
given by the Landlord in writing
	 
	 	 	Determination means the end of the Term however that occurs 

 

Enactment means






	 	(a)	 	any Act of Parliament and

	 
	 	(b)	 	any European Community legislation or decree or other supranational legislation
or decree having effect as law in the United Kingdom






	 	 	and references (whether specific or general) to any Enactment include any statutory
modification or re-enactment of it for the time being in force and any order instrument
plan regulation permission or direction made or issued under it or under any Enactment
replaced by it or deriving validity from it
	 
	 	 	Environment means the “environment” as defined in section 1(2) Environmental Protection
Act 1990




 









 






	 	 	Environmental Damage means any reduction in value of the Landlord’s interest in the Premises or any
damage to human health or man’s property or any living organism or the Environment arising from the
Premises which would constitute a breach of any Legal Obligation or give rise to a civil claim for
damages
	 
	 	 	Group Company means any company of which the Tenant is a Subsidiary or which has the same Holding
Company as the Tenant where Subsidiary and Holding Company have the meanings given to them by
section 736 Companies Act 1985
	 
	 	 	Hazardous Material means any substance known or reasonably believed to be harmful to human health
or man’s property or any living organism or the Environment
	 
	 	 	Headleases shall mean the Superior Leases under which the Landlord holds the Premises dated 9
April 1997 made between Firsure Limited (1) and Martin Shelton Group Plc (2) and dated 28 November
1979 between Leeds City Council (1) and S.I Pension Trustees Limited (2) including in both cases
any documents supplemental thereto
	 
	 	 	Insurance Charge means the cost to the Landlord of effecting and maintaining the Insurance
Policies including where relevant the cost of assessing any insured amounts
	 
	 	 	Insurance Policies means the insurance policy or policies maintained by the Landlord or any
Superior Landlord in respect of the Premises covering damage by Insured Risks Loss of Rent public
liability and other matters
	 
	 	 	Insured Risks means (subject to paragraph 1.2 of schedule 5) fire storm tempest lightning
explosion riot civil commotion malicious damage impact flood bursting or overflowing of water
tanks burst pipes discharge from sprinklers aircraft and other aerial devices or articles dropped
from them (other than war risks) and such other risks as the Landlord or any Superior Landlord may
from time to time require to be covered
	 
	 	 	Insurers means the underwriters or insurance office with whom the Insurance Policies are effected
	 
	 	 	Interest Rate means 3 per cent above the base lending rate from time to time of HSBC Bank PLC or
such other bank being a member of the Committee of London and Scottish Bankers as the Landlord may
from time to time nominate or if that base lending rate cannot be ascertained then 3 per cent
above such other rate as the Landlord may reasonably specify and where and whenever interest is
payable at or by reference to the Interest Rate it shall be calculated on a daily basis and
compounded on the Quarter Days
	 
	 	 	Landlord includes the immediate reversioner to this Lease from time to time
	 
	 	 	Lease means this lease and includes where relevant any deed of variation licence Consent or other
document supplemental to or associated with this Lease
	 
	 	 	Legal Obligation means any obligation from time to time created by any Enactment or Authority
which relates to the Premises or their use and includes without limitation obligations imposed as
a condition of any Necessary Consents
	 
	 	 	Loss of Rent means loss of all Basic Rent or other income from the Premises due to damage or
destruction by any of the Insured Risks for a period of 3 years having regard to potential
increases in that income as a result of lettings rent reviews or other matters which may occur




 









 






	 	 	Necessary Consents means planning permission and all other consents licences permissions and
approvals whether of a public or private nature which shall be relevant in the context
	 
	 	 	Open Market Rent means the rent which might reasonably be expected to be paid (after the expiry of
any rent free period or period of concessionary rent normally granted to an incoming tenant for
the purposes of its fitting-out works) by a willing tenant to a willing landlord for a letting of
the whole of the Premises in the open market with vacant possession and without a fine or premium
for a term of 10 years commencing on the relevant Review Date and upon the terms of this Lease
(except as to the amount of the Basic Rent but including the provisions for rent review) and upon
the assumptions that:






	 	(a)	 	all the covenants contained in this Lease have been complied with (save in the case of the
Landlord’s wilfull or persistent breach
	 
	 	(b)	 	if the Premises or any access or essential services to them have been destroyed or damaged by
an Insured Risk they have been fully restored
	 
	 	(c)	 	the Premises comply with all Legal Obligations and may lawfully be used for the purpose
actually carried out at the Premises and any other purpose within the same class as that
purpose under the Town and Country Planning (Use Classes) Order 1987
	 
	 	(d)	 	the Premises are available for immediate occupation and use 



but disregarding:






	 	(i)	 	any effect on rent of the fact that the Tenant any undertenant or any
of their respective predecessors in title has been or is in occupation of the
Premises
	 
	 	(ii)	 	any goodwill attached to the Premises by reason of the carrying on of
the business of the Tenant any undertenant or their respective predecessors in title
	 
	 	(iii)	 	any improvement to the Premises which (A) was carried out by and at the
expense of the Tenant or a permitted undertenant or any of their respective
predecessors in title and (B) was not carried out pursuant to an obligation to the
Landlord or its predecessors in title and (C) was carried out with Consent where
required under this Lease and (D) was carried out and completed during the Term or
during any period of occupation immediately before the start of the Term under a
licence or agreement for lease and (E) cannot give rise to any liability on the part
of the Landlord to pay compensation
	 
	 	(iv)	 	any work carried out to the Premises during the Term or by the Tenant
prior to the date hereof which diminishes the rental value of the Premises at the
relevant Review Date
	 
	 	(v)	 	any actual or potential obligation on the Tenant or any undertenant to
reinstate alterations or additions to the Premises
	 
	 	(vi)	 	any temporary works of construction demolition alteration or repair
being carried out at or near the Premises






Order means the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003




 









 







Outgoings means all rates taxes charges duties assessments impositions and outgoings of any sort
which are at any time during the Term payable whether by the owner or occupier of property and
includes charges for electricity gas water sewerage telecommunications and other services rendered
to or consumed by the relevant property but excludes tax payable by the Landlord on the receipt of
the Basic Rent or on any dealings with its reversion to this Lease and input Value Added Tax
suffered by the Landlord in respect of the Premises



Permitted Use means use for the manufacture repair and commissioning of hydraulic pumps or for
such purposes within classes or B2 or B8 within the Town and Country Planning (Use Classes) Order
1987 as enacted at the date hereof as the Landlord may from time to time approve (such approval
not to be unreasonably withheld or delayed)



Plan means the attached plan



Plant means the plant equipment and machinery from time to time in or on the Premises including
without limitation any lifts hoists generators and equipment for air-conditioning ventilation
heating cooling fire alarm fire prevention or fire control communication and security



Premises means the property described in schedule 1 and all additions and improvements made to it
and references to the Premises shall include reference to any part of them



President means the President from time to time of the Royal Institution of Chartered Surveyors
or any person authorised at the relevant time to act on his behalf



Provisional Award means an award made pursuant to paragraph 7 of schedule 4 which declares that
in the opinion of the Rent Review Surveyor the Open Market Rent at the relevant Review Date is
not less than the rent specified in the Provisional Award



Quarter Days means 25 March 24 June 29 September and 25 December in each year 



Rent means all sums
reserved as rent by this Lease



Rent Restrictions means any Enactment which restricts the right of the Landlord to review the
Basic Rent or to recover any Rent under this Lease



Rent Review Surveyor means the person appointed under paragraphs 3 or 6 of schedule 4 to
determine the Basic Rent at a Review Date



Review
Date means
                    and every fifth anniversary of that date and in
addition any date on which any Rent Restrictions in force on a previous Review Date are repealed
or modified



Review Period means the period commencing on a Review Date and expiring either on the day before
the next Review Date or on Determination



Sign includes any sign hoarding showcase signboard bill plate fascia poster or advertisement



Superior Landlord means any party having an interest in the Premises in reversion to the Superior
Lease



Superior Lease means any lease under which the Landlord may from time to time hold the Premises
(which at the date hereof are the Headleases) and includes any leases in reversion to that lease



Tenant includes its successors in title





 









 













This Official Copy as
uncomplete without the proceding notes page









 









	 	 	Term means the term granted by this Lease and includes any extension holding over or
continuation of it whether by Enactment agreement or otherwise
	 
	 	 	Title Matters means the matters set out in part 2 of schedule 3
	 
	 	 	Value Added Tax includes any future tax of a like nature and all references to an election
by the Landlord to waive exemption under paragraph 2(1) of schedule 10 to the Value Added
Tax Act 1994 shall be deemed to include any such election made by a company in the same
VAT group as the Landlord
	 
	1.2	 	In this Lease unless the context otherwise requires:






	 	(a)	 	words importing any gender include every gender
	 
	 	(b)	 	words importing the singular number only include the plural number and vice versa
	 
	 	(c)	 	words importing persons include firms companies and corporations and vice versa
	 
	 	(d)	 	references to numbered clauses and schedules are references to the relevant
clause in or schedule to this Lease
	 
	 	(e)	 	reference in any schedule to numbered paragraphs are references to the numbered
paragraphs of that schedule
	 
	 	(f)	 	where any obligation is undertaken by two or more persons jointly they shall be
jointly and severally liable in respect of that obligation
	 
	 	(g)	 	any obligation on any party not to do or omit to do anything shall include an
obligation not to allow that thing to be done or omitted to be done by any undertenant
of that party or by any employee servant agent invitee or licensee of that party or its
undertenant
	 
	 	(h)	 	where the Landlord or the Tenant covenant to do something they shall be
deemed to fulfil that obligation if they procure that it is done
	 
	 	(i)	 	the headings to the clauses schedules and paragraphs shall not affect
the interpretation
	 
	 	(j)	 	any sum payable by one party to the other shall be exclusive of Value
Added Tax which shall where it is chargeable be paid in addition to the sum in
question at the time when the sum in question is due to be paid subject to the
provision of a value added tax invoice (where applicable)
	 
	 	(k)	 	any relevant perpetuity period shall be 80 years from the date of this Lease
	 
	 	(l)	 	any reference to statute is a reference to such statute as amended from
time to time unless otherwise stated
	 
	 	(m)	 	The expression Superior Landlord shall wherever the context so admits include
its respective successors in title.






	2	 	Demise and Rent
	 
	 	 	The Landlord demises the Premises to the Tenant together with the rights set out in
schedule 2 except and reserving to the Landlord the rights set out in part 1 of schedule 3
subject to the




 









 






	 	 	Title Matters to hold them to the Tenant for a term of
15 years starting on       2005 paying during the Term by way of Rent:






	 	(a)	 	the Basic Rent which shall be paid yearly and proportionately for any part of
a year by equal quarterly instalments in advance on the Quarter Days the first payment
to be made on 1 October 2006 in respect of the period from that date to the next
Quarter Day and
	 
	 	(b)	 	the Insurance Charge which shall be paid as stated in paragraph 3 of schedule 5 and
	 
	 	(c)	 	any other sums which may become due from the Tenant to the Landlord under the
provisions of this Lease






	3	 	Tenant’s covenants
	 
	 	 	The Tenant covenants with the Landlord to observe and perform the covenants set out in
schedule 6 and those on its part contained in schedule 5
	 
	4	 	Landlord’s covenants
	 
	 	 	The Landlord covenants with the Tenant that until it is released pursuant to the Landlord
and Tenant Act 1995 immediately expectant upon this Lease is vested in it it shall observe
and perform the covenants set out in schedule 7 and those on its part contained in schedule
5
	 
	5	 	Forfeiture
	 
	 	 	Without prejudice to any other rights of the Landlord if:






	 	(a)	 	the whole or part of the Rent remains unpaid 28 days after becoming due
(whether demanded or not) or
	 
	 	(b)	 	any of the Tenant’s covenants in this Lease are not performed or observed or
	 
	 	(c)	 	the Tenant or any guarantor of the Tenant’s obligations under this Lease:






	 	(i)	 	proposes or enters into any composition or arrangement
with its creditors generally or any class of its creditors or
	 
	 	(ii)	 	is the subject of any judgment or order made against it
which is not complied with within 7 days or is the subject of any execution
distress sequestration or other process levied upon or enforced against any
part of its undertaking property assets or revenue or
	 
	 	(iii)	 	being a company:






	 	(A)	 	is the subject of a petition presented
or an order made or a resolution passed for winding up such company
(save for the purpose of and followed within 4 months by an
amalgamation or reconstruction which does not involve or arise out of
insolvency or give rise to a reduction in capital and which is on
terms previously approved by the Landlord) or if the company enters
into administration or if any application for an administration order
is made or if notice of intention to appoint an administrator is
served or if the company resolves to appoint an administrator or




 









 






	 	(B)	 	an encumbrancer takes possession or exercises or attempts to
exercise any power of sale or a receiver or administrative receiver
is appointed of the whole or any part of the undertaking property
assets or revenues of such company or
	 
	 	(C)	 	stops payment or agrees to declare a
moratorium or becomes or is deemed to be insolvent or unable to pay
its debts within the meaning of section 123 Insolvency Act 1986 or
	 
	 	(D)	 	without first obtaining the Consent ceases or
threatens to cease to carry on its business in the normal course or






	 	(iv)	 	being an individual:






	 	(A)	 	is the subject of a bankruptcy petition or bankruptcy order or
	 
	 	(B)	 	is the subject of an application or order or
appointment under section 253 or section 273 or section 286 Insolvency
Act 1986 or
	 
	 	(C)	 	is unable to pay or has no reasonable prospect
of being able to pay his debts within the meaning of sections 267 and
268 Insolvency Act 1986






	 	(d)	 	any event occurs or proceedings are taken with respect to the Tenant or
any guarantor of the Tenant’s obligations under this Lease in any jurisdiction to
which it is subject which has an effect equivalent or similar to any of the events
mentioned in clause 5(c)






	 	 	then and in any of such cases the Landlord may at any time (and notwithstanding the waiver
of any previous right of re-entry) re-enter the Premises whereupon this Lease shall
absolutely determine but without prejudice to any right of action of the Landlord in
respect of any previous breach by the Tenant of this Lease
	 
	6	 	Determination
	 
	6.1	 	The Tenant may determine this Lease on the 10th anniversary of the commencement of the Term
by serving on the Landlord no less than 12 months’ written notice specifying that it wishes to
determine the Lease
	 
	6.2	 	This Lease shall only determine as a result of notice served by the Tenant under clause 6.1 if:






	 	(a)	 	that notice has been served strictly in accordance with that clause and
	 
	 	(b)	 	on the intended date of Determination the Tenant has paid the Basic Rent up to
and including the proposed date of Determination and if the first rent review is
pending then in this case the rent at the amount payable immediately before the first
Review Date






	6.3	 	The Landlord may in its absolute discretion waive compliance with all or any of the
conditions or obligations set out in clause 6.2 but unless otherwise expressly agreed in
writing such waiver shall not relieve the Tenant from liability to comply with the relevant
condition or obligation
	 
	6.4	 	If the provisions of this clause 6 are complied with then upon the expiry of the relevant
notice of Determination this Lease shall determine but without prejudice to any right of
action of the




 









 






	 	 	Landlord in respect of any previous breach by the Tenant of this Lease and without
prejudice also to the continuing operation of this clause 6
	 
	6.5	 	Time is of the essence in respect of this clause 6
	 
	6.6	 	Any notice of Determination served under this clause 6 shall be irrevocable
	 
	7	 	Miscellaneous
	 
	7.1	 	Except to the extent that the Landlord may be liable under its covenants in schedule 7 or by
law not withstanding any agreement to the contrary the Landlord shall not be liable in any way
to the Tenant or any undertenant or any servant agent licensee or invitee of the Tenant or any
undertenant by reason of:






	 	(a)	 	any act neglect default or omission of any of the tenants or owners or
occupiers of any adjoining or neighbouring premises or of any representative or
employee of the Landlord (unless acting within the scope of the express authority of
the Landlord) or
	 
	 	(b)	 	the defective working stoppage or breakage of or leakage or overflow from any
Conduit provided that the Landlord uses all reasonable endeavours to minimise the
period of such event






	7.2	 	Nothing in this Lease shall imply or warrant that the Premises may lawfully be used for the
Permitted Use and the Tenant acknowledges and admits that no such representation or warranty
has ever been made by or on behalf of the Landlord
	 
	7.3	 	The Landlord and the Tenant shall not be liable to each other for breach of any covenant in
this Lease to the extent that its performance or observance becomes impossible or illegal but
subject to the other provisions of this Lease the Term and the Tenant’s liability to pay the
Rent shall not cease or be suspended for that reason
	 
	7.4	 	The Landlord shall incur no liability to the Tenant or any undertenant or any predecessor in
title of either of them by reason of any approval given to or inspection made of any drawings
plans specifications or works prepared or carried out by or on behalf of any such party nor
shall any such approval or inspection in any way relieve the Tenant from its obligations under
this Lease
	 
	7.5	 	The Tenant shall not be or become entitled to any easement right quasi-easement or quasi-right and section 62 Law of Property Act 1925 shall not apply to this Lease
	 
	7.6	 	This Lease does not pass to the Tenant the benefit of or the right to enforce any covenants
which now benefit or which may in the future benefit the reversion to this Lease, and the
Landlord shall be entitled acting reasonablyto waive, vary or release any such covenants
	 
	7.7	 	Section 196 Law of Property Act 1925 (as amended by the Recorded Delivery Service Act 1962)
shall apply to all notices which may need to be served under this Lease
	 
	7.8	 	Any Dispute arising between the Tenant or any undertenant and any owner or occupier (other
than the Landlord) of adjacent property owned (whether freehold or leasehold) by the Landlord
as to any right or privilege or any party or other wall or otherwise shall (except where it
relates to a matter of law) be determined on behalf of the Tenant or any undertenant by the
Landlord or someone appointed by him and any such decision shall bind the Tenant or any
undertenant who shall pay the cost of obtaining it




 









 






	7.9	 	This Lease is a new tenancy for the purposes of the Landlord and Tenant (Covenants)
Act 1995
	 
	7.10	 	If the Landlord and the Tenant agree in writing that the Tenant may defer payment of any sums
due under this Lease then for the purposes of this Lease (and of section 17 Landlord and
Tenant (Covenants) Act 1995) those sums shall be deemed to be due for payment on the deferred
date so agreed, and not on the earlier date on which they would, but for that agreement, have
fallen due
	 
	7.11	 	If at any time during the Term the Landlord shall grant a tenancy of the reversion
immediately expectant on the determination of this Lease whether pursuant to section 19
Landlord and Tenant (Covenants) Act 1995 or otherwise any covenant on the part of the Tenant
to obtain the consent of the Landlord under this Lease to any dealing shall be deemed to
include a further covenant also to obtain the Consent of the lessor under such tenancy to such
dealing
	 
	8	 	References to rights
	 
	 	 	Any reference to any right or easement exercisable by the Landlord including the rights and
easements specified in part 1 of schedule 2 hereto shall be deemed to include the exercise
of such right or easement by the Superior Landlord or any mortgagee of the Landlord or of
the Superior Landlord.
	 
	9	 	References to consents
	 
	 	 	In every case where there is an obligation on the part of the Tenant to obtain consent or
approval from the Landlord there shall be deemed to be included an obligation to obtain
consent and approval from the Superior Landlord and from any mortgagee of the Landlord and
of the Superior Landlord and the Landlord shall be entitled to withhold the giving of its
consent or approval until the consent or approval of the Superior Landlord and any such
mortgagee has first been granted.
	 
	10	 	References to payments
	 
	 	 	In every case where there is provision for repayment to the Landlord by the Tenant of any
expenses incurred by the Landlord then in the event of any expenses being incurred by the
Superior Landlord there shall be deemed to be included a similar covenant by the Tenant to
repay any expenses incurred by the Superior Landlord.
	 
	11	 	References to indemnities
	 
	 	 	Any indemnities in favour of the Landlord shall be deemed to incorporate indemnities in
favour of the Superior Landlord.
	 
	12	 	References to rights of entry
	 
	 	 	All rights of entry exercisable by the Landlord or the Superior Landlord or any mortgagee
or persons authorised by the Landlord or the Superior Landlord shall extend to and include
their respective surveyors servants contractors agents licensees and workpeople with or
without plant appliances and materials.
	 
	13	 	Contracts (Rights of Third Parties) Act 1999
	 
	13.1	 	Unless the right of enforcement is expressly provided, it is not intended that a third
party should have the right to enforce any term of this lease pursuant to the Contracts
(Rights of




 









 






	 	 	Third Parties) Act 1999, but this does not affect any rights which are available apart from
that Act
	 
	13.2	 	The parties may, by agreement, rescind or vary this lease without the consent of a third
party to whom the right of enforcement of any of its terms has been expressly provided




Executed as a deed by the parties or their duly authorised representatives on the date of this
Lease




 









 





Schedule 1




The Premises



The property known as 37 Burley Road, Leeds shown edged red on the Plan





 









 








Schedule 2




Rights granted



In this Schedule only Premises means that part of the Premises as is coloured blue on the Plan:





	1	 	The right to the free and uninterrupted passage of water sewage gas electricity telephone and
other services or supplies from and to the Premises in and through the Pipes that serve the
Premises laid in on under or over the land edged green on the Plan (Estate) (in common with
the Superior Landlord and any other persons having a like right)
	 
	2	 	The right for the Tenant and all persons expressly or by implication authorised by it to
enter into and upon the Estate for the purposes of inspecting cleansing maintaining repairing
and renewing Conduits subject to the Tenant causing as little damage and disturbance as
possible in the exercise of the rights and forthwith making good at no cost to the Landlord or
the Superior Landlord all damage thereby occasioned





 









 





Schedule 3




Exceptions and Reservations and Title Matters




Part 1 — Exceptions and Reservations





	1	 	The rights for the Landlord and all others from time to time authorised by the Landlord or
otherwise entitled and without any liability to pay compensation:






	 	(a)	 	to carry out works to any other property and to use them in whatever manner may be desired
and to consent to others doing so whether or not in each case the access of light and air to
the Premises or any other amenity from time to time enjoyed by them shall be affected in any
way
	 
	 	(b)	 	to connect to and use all Conduits from time to time within or forming part of the Premises
provided such connection does not take away capacity required by the Tenant for the use of the
Premises of its business operations
	 
	 	(c)	 	upon reasonable prior written notice to the Tenant (except in emergency when no notice need
be given) to enter and remain on the Premises with or without tools appliances scaffolding and
materials for the purposes of:






	 	(i)	 	installing inspecting repairing renewing reinstalling cleaning
maintaining removing or connecting up to any Conduits or
	 
	 	(ii)	 	inspecting cleaning altering repairing maintaining renewing demolishing
or rebuilding any adjoining or adjacent premises or
	 
	 	(iii)	 	carrying out works which are the responsibility of the Tenant under this
Lease but which the Tenant has failed to carry out
	 
	 	(iv)	 	complying with the Landlord’s obligations under this Lease or with any
other Landlord’s Legal Obligation
	 
	 	(v)	 	inspecting the Premises for any reasonable purpose including ascertaining
whether the Tenant is complying with its obligations under this Lease






	 	 	 	the person entering causing as little damage and inconvenience as reasonably possible and
making good at its expense any damage caused to the Premises by such entry to the
reasonable satisfaction of the Tenant






 









 








Part 2 — Title Matters



The easements rights covenants and other matters contained or referred to in the registers of title
numbers WYK606113 and WYK191966





 









 









Schedule 4




Review of Basic Rent





	1	 	On each Review Date the Basic Rent shall be reviewed in accordance with this schedule and the
Basic Rent payable in respect of each Review Period shall be the higher of the Basic Rent
payable immediately before that Review Period (ignoring for this purpose any rent cesser or
reduction under paragraph 4 of schedule 5 then current) and the Open Market Rent on the Review
Date
	 
	2	 	The Landlord and the Tenant shall seek to agree the amount of the Open Market Rent in respect
of each Review Period but if they have not agreed it by the date 3 months before the relevant
Review Date then either party may require the matter to be determined by the Rent Review
Surveyor
	 
	3	 	The Rent Review Surveyor shall be a professionally qualified surveyor or valuer and shall be
previously agreed upon between the Landlord and the Tenant or (in the absence of such
agreement prior to the date 1 month before the relevant Review Date) nominated on the
application of either the Landlord or the Tenant or both of them jointly by the President
	 
	4	 	The Rent Review Surveyor shall act as an arbitrator in accordance with the Arbitration Act
1996 (but it is hereby agreed that such arbitrator shall not take the initiative in
ascertaining the facts and/or the law and that Section 34(2)(g) of the Arbitration Act 1996
shall not apply) unless the Landlord specifies otherwise in writing before the Rent Review
Surveyor is appointed in which case he shall:






	 	(a)	 	act as an expert and
	 
	 	(b)	 	allow the parties a reasonable opportunity of making representations and
counter- representations to him and
	 
	 	(c)	 	take those representations and counter-representations into account and
	 
	 	(d)	 	if required by either party give written reasons for his determination






	5	 	The award of the Rent Review Surveyor shall be binding on the parties and the costs of the
reference to him and of his determination (including his own fees and expenses and the legal
and other costs of the parties) shall lie in his award
	 
	6	 	If the Rent Review Surveyor dies or becomes unwilling to act or becomes incapable of acting
the President may upon the application of either the Landlord or the Tenant or both of them
jointly discharge him and appoint another Rent Review Surveyor to act in his place and in the
same capacity and this shall be repeated as many times as the circumstances may require
	 
	7	 	In addition to the powers conferred on him by law the Rent Review Surveyor shall have power
on the application of the Landlord (and having allowed a reasonable opportunity to both
parties to make representations and counter representations) to make a Provisional Award. If
he does so the following provisions shall apply:






	 	(a)	 	until the Rent Review Surveyor makes his final award (or the Open Market
Rent is agreed by the Landlord and the Tenant) the Provisional Award shall have the
same effect as a final award, except that paragraph 9 shall not apply in respect of
it. To avoid doubt paragraph 8 shall apply




 









 






	 	(b)	 	upon the Open Market Rent being finally determined either by the Rent Review
Surveyor’s final award, or by agreement between the Landlord and the Tenant, if the
Open Market Rent as finally determined is:






	 	(i)	 	higher than the Open Market Rent specified in the
Provisional Award then the Tenant shall on the date of the final
determination pay the amount of any increase above the amount specified in
the Provisional Award for the period from and including the relevant Review
Date up to the Quarter Day following the final determination together with
interest on each part of that payment at the rate specified in paragraph 8
for the period on and from the date on which that part would have been
payable had the Provisional Award been made before the Review Date and had
the final determination been made on the date the Provisional Award was
actually made up to the date on which payment is due
	 
	 	(ii)	 	less than the Open Market Rent specified in the Provisional
Award then the Landlord shall on the date of the final determination pay the
amount of the shortfall for the period from and including the relevant Review
Date up to the Quarter Day following the final determination together with
interest on each part of that payment at the rate referred to in paragraph 8
for the period on and from the date on which each over-payment was made up to
the date on which payment is due. Without prejudice to its other rights the
Landlord may set any sums due from the Tenant off against its own liability to
make payment under this paragraph






	8	 	If for any reason the Open Market Rent is not agreed or determined until after the relevant
Review Date the Tenant shall continue to pay the Basic Rent at the rate applicable immediately
before that date and on the day on which the Open Market Rent is agreed or determined the
Tenant shall pay the amount of any increase for the period from and including the relevant
Review Date up to the Quarter Day following that agreement or determination together with
interest on each part of that payment at 4 per cent below the Interest Rate for the period on
and from the date on which that part would have been payable had the Open Market Rent been
agreed before the Review Date up to the date on which payment is due
	 
	9	 	Within 28 days of the Open Market Rent being agreed or determined a memorandum recording the
increased Basic Rent (or the fact that there is no increase) shall be executed by the parties
and attached to this Lease and the Counterpart but that memorandum shall be regarded as
evidential only and its absence shall not affect the liability of the Tenant to pay any
increased Basic Rent
	 
	10	 	Time is not of the essence in this schedule






 










 







Schedule 5




Insurance





	1	 	Landlord’s insurance obligations
	 
	1.1	 	The Landlord shall effect and maintain the following insurances in respect of the
Premises:






	 	(a)	 	insurance against damage or destruction by the Insured Risks in a sum equal to the
Landlord’s estimate from time to time of the full reinstatement cost of the Building and other
structures on the Premises including:






	 	(i)	 	the cost of demolition shoring up and site clearance
	 
	 	(ii)	 	all architects’ surveyors’ and other professional fees and incidental expenses in

connection with reinstatement
	 
	 	(iii)	 	Value Added Tax on those amounts to the extent applicable and to the extent that the Landlord
may not be able to recover that Value Added Tax from HM Customs & Excise






	 	(b)	 	third party and public liability insurance
	 
	 	(c)	 	insurance against liability under the Defective Premises Act 1972 (and any other
Enactment in respect of which the Landlord requires insurance)
	 
	 	(d)	 	insurance against Loss of Rent






	1.2	 	The Landlord shall not be obliged to insure under paragraph 1.1 if and to the extent
that:






	 	(a)	 	insurance is not available in the London insurance market or
	 
	 	(b)	 	any excess exclusion or limitation imposed by Insurers applies or
	 
	 	(c)	 	the Insurance Policies have become void or voidable by reason of any act neglect or
default of the Tenant or any undertenant or any predecessor in title of either of them or any
employee servant agent licensee or invitee of any of them

	 
	 	and to the extent that any risk which would otherwise be an Insured Risk is not actually insured
against as a result of any of the above matters it shall not be treated as an Insured Risk for the
purposes of this Lease






	1.3	 	The Landlord will upon request from time to time produce to the Tenant a copy or full
details of the Insurance Policies and evidence that they are in force
	 
	1.4	 	The Landlord will notify the Tenant in writing of any change in the Insurance Policies
from time to time which is material to the Tenant
	 
	1.5	 	If the Landlord receives any commissions or other benefits for effecting or maintaining
insurance under this Lease it shall not be obliged to pass the benefit of them on to the Tenant
	 
	1.6	 	If the Landlord is itself an insurance company it may self-insure in which case it shall
be deemed to be doing so at its usual rates and on its usual terms





 









 






	2	 	Reinstatement
	 
	2.1	 	If the Premises are destroyed or damaged by the Insured Risks then the Landlord will
with all reasonable speed seek all Necessary Consents required to reinstate the Premises and if
these are obtained the Landlord will apply the insurance monies received under the Insurance Policy
maintained under paragraph 1.1 (a) and all monies received from the Tenant under paragraph 3.2 and
5 and any other contributors in reinstating the Premises with all reasonable speed and will to the
extent that the sums are insufficient as a result of the Landlord’s own act neglect or default make
up the shortfall out of its own resources
	 
	2.2	 	The Premises need not be reinstated under paragraph 2.1 to the same state appearance or
layout as before but following any reinstatement the Building shall be of substantially the same
nature quality and net internal area as before and the Building and the Premises shall enjoy
substantially the same rights and amenities as before
	 
	3	 	Tenant’s insurance obligations
	 
	3.1	 	The Tenant shall pay to the Landlord on demand the Insurance Charge credit being given
to the Tenant for any payments on account made by the Tenant
	 
	3.2	 	The Tenant shall pay to the Landlord on demand any normal excess which the Landlord is
required to bear under any Insurance Policy
	 
	3.3	 	The Tenant shall:






	 	(a)	 	not do or fail to do anything which shall or may cause any of the Insurance Policies to
be void or voidable
	 
	 	(b)	 	not insure or maintain insurance of the Building or the Premises against any of the
Insured Risks (save to the extent that the Landlord has failed to do so)
	 
	 	(c)	 	notify the Landlord of the incidence of any Insured Risk or any other matter which
ought reasonably to be notified to the Insurers
	 
	 	(d)	 	pay on demand the whole of any increase in any premium arising from a breach of
paragraph 3.3(a)
	 
	 	(e)	 	comply with all the conditions of the Insurance Policies and all requirements of the
Insurers where such conditions and requirements are notified to the Tenant
	 
	 	(f)	 	notify the Landlord in writing of the value of any alterations additions or
improvements which the Tenant or any undertenant proposes to make before those works are commenced






	4	 	Rent cesser
	 
	 	 	If the Premises are damaged or destroyed by any of the Insured Risks such that they are unfit for
occupation and use then (unless paragraph 5 applies) the Rent or a fair proportion of it according
to the nature and extent of the damage in question shall be suspended until the earlier of:






	 	(a)	 	the date 3 years after the date of such damage or destruction and
	 
	 	(b)	 	the date on which the Premises are again fit for occupation and use






 









 






	5	 	Vitiation of insurance
	 
	5.1	 	If the insurance money under any of the Insurance Policies is wholly or partly
irrecoverable (or where paragraph 1.6 applies if such money would under the Landlord’s usual terms
of insurance be wholly or partly irrecoverable) by reason of any act neglect or default of the
Tenant or any undertenant or any predecessor in title of either of them or any employee servant
agent licensee or invitee of any of them or where the sum insured is inadequate as a result of a
breach by the Tenant of paragraph 3.3(f) then the Tenant will pay to the Landlord the irrecoverable
amount or the amount of the shortfall as the case may be
	 
	5.2	 	Subject to paragraph 5.4 payment under paragraph 5.1 shall be made on the later of the
date of demand by the Landlord and the date on which such insurance money (or the relevant part of
it) would have been claimable under the Insurance Policies had they not been wholly or partly
vitiated
	 
	5.3	 	In addition to any sum payable under paragraph 5.1 the Tenant shall pay interest at the
Interest Rate on the relevant sum from the date 14 days from which that sum is due to the date of
payment
	 
	5.4	 	The Tenant will if required by the Landlord in writing either make the payment due under
paragraph 5.1 or provide security for that payment (in an amount and a form agreed with the
Landlord who shall act reasonably in this respect) before the Landlord becomes obliged under
paragraph 2.1 to seek all Necessary Consents for reinstatement or to begin reinstatement
	 
	6	 	Determination
	 
	 	 	If the Premises are destroyed or damaged by any of the Insured Risks such that they are unfit for
occupation and use and if the Premises are not made fit for occupation and use within 3 years after
that destruction or damage occurs then either the Landlord or the Tenant may by written notice to
the other served at any time after that date (but before the Premises are again fit for occupation
and use) determine this Lease and if such notice is served:






	 	(a)	 	this Lease shall forthwith determine but the Determination shall be without prejudice
to any right of action of either party in respect of any previous breach of this Lease by the other
or to any obligation of the Tenant under paragraphs 3.2 or 5 (and any sums payable under those
paragraphs shall be paid on Determination if they have not already become payable) and
	 
	 	(b)	 	all monies payable under the Insurance Policies or by the Tenant
under paragraphs paragraphs 3.2 or 5 shall be paid to and belong to the Landlord
absolutely






	7	 	Arbitration
	 
	 	 	Any dispute under paragraphs 4, 5 or 6 shall be determined by a sole arbitrator to be agreed upon
by the Landlord and the Tenant or in default of agreement to be nominated at the request of either
of them or both of them jointly by the President and in either case in accordance with the
Arbitration Act 1996 (but it is hereby agreed that such arbitrator shall not take the initiative in
ascertaining the facts and/or the law and that section 34(2)(g) of the Arbitration Act 1996 shall
not apply)





 









 





Schedule 6




Tenant’s covenants





	1	 	To pay Rent
	 
	1.1	 	To pay the Basic Rent the insurance Charge and any other sum due to the Landlord under
this Lease at the times and in the manner required by this Lease to such address as the Landlord
may from time to time require and without deduction or set-off whether legal or equitable
	 
	1.2	 	To pay the Basic Rent by banker’s standing order or direct debit if required by the
Landlord to such account in the United Kingdom as shall be specified by the Landlord
	 
	1.3	 	If the Basic Rent or any part of it is not paid in cleared funds within 14 days of the
date on which it is due or if any other sum due to the Landlord under this Lease is not paid within
14 days after becoming due (whether or not demanded except where a demand is required by this
Lease) the sum in question shall carry interest at the Interest Rate for the period from the date
on which it became due until the date of actual payment and that interest shall be paid by the
Tenant on demand
	 
	1.4	 	If the Landlord refuses to accept any sums due to it under this Lease because an event
referred to in clause 5 has occurred and the Landlord does not wish to waive its rights under that
clause then such unpaid sums shall nevertheless bear interest under paragraph 1.3 until the date
the sums in question are accepted
	 
	2	 	To pay Outgoings
	 
	2.1	 	To pay and discharge all Outgoings relating to the Premises at the times when they
become due
	 
	2.2	 	If at any time the Premises are not separately assessed for any Outgoings the Tenant
shall pay to the Landlord on demand a fair proportion of any assessment which includes the Premises
	 
	2.3	 	Not without first obtaining Consent (which shall not be unreasonably withheld or
delayed) to make any claim for relief in respect of any Outgoings where to do so might prejudice
the Landlord’s own actual or potential entitlement to relief then or in the future
	 
	2.4	 	Not without first obtaining Consent (which shall not be unreasonably withheld or
delayed) to agree with the relevant Authority any rating or other assessment in respect of the
Premises and to consult with (and have due regard to the reasonable representations of) the
Landlord in the negotiations for any such assessment or any appeal against any
such assessment
	 
	3	 	Repair and decoration
	 
	3.1	 	To repair the Premises and any Building and to keep them in good and substantial repair
and condition provided that the Tenant shall not be obliged to put and keep the Premises in any
better state of repair and condition than is evidenced by the attached schedule of condition.
	 
	3.2	 	To keep the Building painted or otherwise decorated to a high standard and to redecorate
it to a standard consistent with the attached schedule of condition as to the exterior not less
than every 3 years and as to the interior not less than every 5 years and also in each case in the
3 months preceding Determination provided that nothing in this Lease shall require the Tenant to
redecorate twice in any 18 month period




 









 






	3.3	 	Before starting the last interior redecoration before Determination the Tenant shall
obtain Consent (which shall not be unreasonably withheld or delayed) to the colour scheme and the
type of decoration
	 
	3.4	 	If any exterior redecoration involves a different colour scheme or a different type of
decoration to those then existing the Tenant shall before starting it obtain Consent (which consent
shall not be unreasonably withheld or delayed) to the changes
	 
	3.5	 	Paragraphs 3.1 and 3.2 shall not apply to the extent that any lack of repair or
decoration is caused by damage by an Insured Risk (unless paragraph 6 of schedule 5 applies)
	 
	3.6	 	To keep the Premises in a clean and tidy condition and to keep any grass plants trees or
other areas of soft landscaping at the Premises properly mown or tended as appropriate and to
replace any plants or trees which die
	 
	3.7	 	To clean the glass of all windows in the Building both inside and out as often as shall
be reasonably necessary
	 
	3.8	 	If the Tenant is in breach of this paragraph 3 then in addition to any other rights
which the Landlord may have:






	 	(a)	 	the Landlord may serve on the Tenant written notice specifying the breach in question
and
	 
	 	(b)	 	the Tenant shall as soon as practicable after receipt of that notice and in any event
within 2 months (or sooner in emergency) commence and proceed with all due speed to remedy the
breach and
	 
	 	(c)	 	if the Tenant fails to comply with paragraph 3.8(b) the Landlord may enter the Premises
and carry out the relevant work and all costs incurred by the Landlord in so doing shall be a debt
from the Tenant to the Landlord which the Tenant shall pay on demand with interest at the Interest
Rate from the date of demand to the date of payment






	3.9	 	The Tenant shall give written notice to the Landlord immediately on becoming aware of:






	 	(a)	 	any damage to or destruction of the Premises or
	 
	 	(b)	 	any defect or want of repair in the Premises (including without limitation any relevant
defect within the meaning of section 4 Defective Premises Act 1972) which the Landlord is liable to
repair under this Lease or which the Landlord is or may be liable to repair under common law or by
virtue of any Enactment






	4	 	Yielding up on Determination
	 
	4.1	 	On Determination the Tenant shall yield up the Premises to the Landlord with vacant
possession in a state of repair condition and decoration which is consistent with the proper
performance of the Tenant’s covenants in this Lease
	 
	4.2	 	If on Determination the Tenant leaves any fixtures fittings or other items in the
Premises and the Tenant has not removed them within one month of Determination the Landlord may
treat them as having been abandoned and may remove destroy or dispose of them as the Landlord
wishes and the Tenant shall pay to the Landlord on demand the cost of this with interest at the
Interest Rate from the date of demand to the date of payment and indemnify the Landlord against any
and all resulting liability




 









 







	4.3	 	Immediately before Determination if and to the extent required by the Landlord the
Tenant shall reinstate all alterations additions or improvements made to the Premises at any time
during the Term (or pursuant to any agreement for lease made before the start of the Term) and
where this involves the disconnection of Plant or Conduits the Tenant shall ensure that the
disconnection is carried out properly and safely and that the Plant and Conduits are suitably
sealed off or capped and left in a safe condition so as not to interfere with the continued
functioning of the Plant or use of the Conduits elsewhere in the Premises
	 
	4.4	 	The Tenant shall make good any damage caused in complying with paragraph 4.3 and shall carry out all relevant works (including the making good of damage) to the reasonable
satisfaction of the Landlord
	 
	4.5	 	On Determination the Tenant shall apply to the Land Registry for the cancellation of any
entry or notice of or relating to or arising out of this Lease or any document supplemental or
collateral to it and shall on request supply a copy of such application to the Landlord
	 
	4.6	 	Subject to paragraph 4.5 the Tenant shall return the documents referred to in that
paragraph to the Landlord and the Landlord shall return to the Tenant the counterpart thereof
	 
	4.7	 	For the purposes of paragraph 4.5 the Tenant with effect from Determination and not
before irrevocably appoints the Landlord as its attorney (with power to sub-delegate such authority
to the Landlord’s Solicitors) to apply in the name and at the expense of the Tenant to make the
application required by that paragraph in the event that the Tenant fails within 21 days of
Determination to make such application
	 
	5	 	Use
	 
	5.1	 	Not to use the Premises for any purpose except the Permitted Use
	 
	5.2	 	Not to use the Premises for any purpose or activity which is illegal immoral
unreasonably noisy noxious dangerous or offensive or which may be or become a legal nuisance to or
cause damage to the Landlord or any other person or which might be harmful to the Premises
 or the
Building
	 
	5.3	 	not to use or permit or suffer the demised premises or any part thereof to be used for
any unlawful illegal or immoral purpose or for the manufacture sale or consumption of intoxicating
liquors or for the manufacture sale or consumption of Controlled Drugs as defined by the Misuse of
Drugs Act 1971 (otherwise than by a practitioner or pharmacist as defined by that Act) or for the
manufacture publication or sale of any article or thing which may be in the opinion of the Superior
Landlord be pornographic offensive or obscene or for betting gaming or lotteries or as a hotel club
billiards saloon dance hall funfair or amusement premises or for an auction or for any noisy
noxious or offensive trade or business
	 
	5.4	 	Not to use the Premises for the purpose of residing or sleeping nor for any sale by
auction nor as a betting office
	 
	5.5	 	Not to enter into any covenant in favour of any person (other than the Landlord) nor
require a covenant from any person the effect of which is to restrict the use of the Premises
further than it is already restricted by this Lease




 









 






	6	 	Alterations
	 
	6.1	 	Not to demolish the Building or construct new Buildings or make any alteration addition
or improvement to the Premises or the Building whether structural or otherwise except as expressly
permitted under paragraph 6.3
	 
	6.2	 	The Tenant may carry out alterations additions or improvements to the Building and/or
the Premises which do not affact any part of the exterior or structure of the Building and/or the
Premises with Consent provided that within 14 days of completion of such works the Tenant provides
to the Landlord details of the works carried out including, where appropriate, as built drawings
	 
	6.3	 	The Tenant may carry out alterations additions or improvements to the Building and/or
the Premises which do not affect any part of the exterior or structure of the Building and/or the
Premises where:






	 	(a)	 	the Tenant has submitted to the Landlord detailed plans and specifications showing the
works and
	 
	 	(b)	 	the Tenant has given to the Landlord such covenants relating to the carrying out of the
works as the Landlord may reasonably require and
	 
	 	(c)	 	the Tenant has if reasonably so required by the Landlord provided the Landlord with
suitable security which will allow the Landlord to carry out and complete the works if the Tenant
fails to do so and
	 
	 	(d)	 	the Tenant has first obtained Consent to the works (which shall not be unreasonably
withheld or delayed)






	6.4	 	Where any works are carried out to or within the Premises to which the CDM Regulations
apply and such works are carried out by or on behalf of the Tenant any undertenant (however
inferior) or any other occupier of the Premises or any part thereof the Tenant






	 	(a)	 	shall comply with the CDM Regulations and procure that any person involved in carrying
out such works complies with the CDM Regulations
	 
	 	(b)	 	shall act (or if such works are to be carried out by an undertenant or any other person
procure that such undertenant or other person acts) as the only client in respect of such works and
shall make (or procure the making of) a declaration to that effect in accordance with regulation 4
of the CDM Regulations
	 
	 	(c)	 	procure that the declaration mentioned in paragraph 6.4(b) is sent without delay
to the Health and Safety Executive in accordance with paragraph 4(4) of the CDM Regulations and
that a copy of the Health and Safety Executive’s notice in acknowledgement of the said
declaration is delivered without delay to the Landlord
	 
	 	(d)	 	warrants that it or the relevant undertenant or other person has the competence to
perform the duties imposed on a client by the CDM Regulations
	 
	 	(e)	 	provide the Landlord with a copy of the health and safety file relating to such works
upon the completion thereof and (if the Landlord shall so request) copies of the whole or part of
the said file immediately on request
	 
	 	(f)	 	make the health and safety file relating to such works available for inspection by the
Landlord on request




 









 






	 	(g)	 	hand over to the Landlord the health and safety file relating to such works on
Determination
	 
	 	(h)	 	forthwith after becoming aware of any relevant information concerning health and safety
relating to the Premises to provide such information to the Landlord and to obtain all necessary
copyright licences permitting the use of such information






	7	 	Signs
	 
	7.1	 	Not to fix or display in or on the Premises any Sign which can be seen from
outside the Premises without first obtaining Consent
	 
	7.2	 	The Landlord shall not unreasonably withhold or delay Consent under paragraph 7.1 to the
Tenant placing at the entrances to the Premises and the Building a non-illuminated non-moving Sign
specifying the name of the Tenant or any permitted undertenant or occupier and the business carried
on at the Premises
	 
	8	 	Dealings with the Premises
	 
	8.1	 	Unless expressly permitted by a Consent granted under paragraphs 8.2, 8.3 or 8.4
the Tenant shall not assign underlet charge part with or share possession or occupation of all or
any part of the Premises nor hold the Premises on trust for any other person
	 
	8.2	 	The Landlord shall not unreasonably withhold or delay Consent to a legal charge of the
whole of the Premises
	 
	8.3	 	The Landlord shall not unreasonably withhold or delay Consent to an assignment of the
whole of the Premises but the Landlord and the Tenant agree for the purposes of section 19(1A)
Landlord and Tenant Act 1927, and without limiting the Landlord’s ability to withhold Consent where
it is otherwise reasonable to do so or to impose other reasonable conditions, that the Landlord may
withhold that Consent unless the following conditions are satisfied:






	 	(a)	 	the prospective assignee is not a Group Company or a Connected Person and
	 
	 	(b)	 	In the reasonable opinion of the Landlord the prospective assignee is of sufficient
financial standing to enable it to comply with the Tenant’s covenants in this Lease
	 
	 	(c)	 	the Tenant (and any former Tenant who by virtue of there having been an “excluded
assignment” as defined in section 11 Landlord and Tenant (Covenants) Act 1995 has not been
released from the Tenant’s covenants in this Lease) enters into an authorised guarantee agreement
within the meaning of the Landlord and Tenant (Covenants) Act 1995 with the Landlord in such
terms as the Landlord may reasonably require and
	 
	 	(d)	 	if the Landlord reasonably requires, a guarantor or guarantors acceptable to the
Landlord acting reasonably has guaranteed to the Landlord the due performance of the prospective
assignee’s obligations in such terms as the Landlord may reasonably require and
	 
	 	(e)	 	any sum due from the Tenant to the Landlord under this Lease is paid and any other
material breach of the Tenant’s covenants in this Lease is remedied and
	 
	 	(f)	 	the Landlord has received an undertaking from the Tenant’s solicitors in such form as
the Landlord may reasonably require to pay to the Landlord on demand the reasonable legal and
surveyors’ costs and disbursements (including input Value




 









 






	 	 	 	Added Tax) incurred by the Landlord and any Superior Landlord in considering the Tenant’s
application and preparing negotiating and entering into any relevant documentation whether or not
the application is withdrawn or the Consent is granted






	8.4	 	The Landlord shall not unreasonably withhold or delay Consent to an underletting of the
Premises as a whole where all of the following conditions are satisfied:






	 	(a)	 	the prospective undertenant has covenanted with the Landlord that until it assigns the
underlease with Consent as required by the underlease it will observe and perform the Tenant’s
covenants and obligations in this Lease (except the covenant to pay Rent
	 
	 	(b)	 	no fine or premium is taken or paid for the grant of the underlease and
	 
	 	(c)	 	the basic rent payable under the underlease is not less than the rent reasonably
obtainable for the underlease and
	 
	 	(d)	 	any rent-free period or other financial inducements given to the undertenant are no
greater than is usual at the time in all the circumstances and
	 
	 	(e)	 	the underlease contains the same provisions as to assignment as are contained in this
Lease, but subject to additional conditions in the equivalent (in the underlease) of paragraph 8.3
that:






	 	(i)	 	the Consent has first been obtained (which Consent shall not be
unreasonably withheld or delayed) and
	 
	 	(ii)	 	the prospective assignee has covenanted with the Landlord under this Lease in the
terms of paragraph 8.4(a)






	 	(f)	 	Consent to the form of the underlease has first been obtained which Consent shall not
be unreasonably withheld or delayed where the provisions of it are consistent with the provisions
of this Lease and where the basic rent due under it is reviewable at the same times and on the same
terms as the Basic Rent)
	 
	 	(g)	 	before the underlease is completed or if earlier before the undertenant becomes
contractually bound to take the underlease the underlease shall be validly excluded from the
operation of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 in accordance with
the provisions of section 38A of that Act and the relevant Schedules of the Order
	 
	 	(h)	 	the Tenant produces to the Landlord adequate evidence of such valid exclusion as
referred to in paragraph 8.4(d)






	8.5	 	The Tenant shall:






	 	(a)	 	enforce against any undertenant the provisions of any underlease and shall not waive
them and
	 
	 	(b)	 	operate the rent review provisions contained in any underlease so as to ensure that the
rent is reviewed at the correct times and in accordance with those provisions and
	 
	 	(c)	 	not accept a surrender of part only of the underlet premises





 









 






	8.6	 	The Tenant shall not without first obtaining Consent (which shall not be unreasonably
withheld or delayed):






	 	(a)	 	vary the terms of any underlease or
	 
	 	(b)	 	agree any review of the rent under any underlease






	8.7	 	The Tenant shall not require or permit any rent reserved by any underlease to be
commuted or to be paid more than one quarter in advance or to be reduced
	 
	8.8	 	Any Consent granted under this paragraph 8 shall (unless it expressly states otherwise)
only be valid if the dealing to which it relates is completed within 3 months after the date of the
Consent
	 
	8.9	 	Within 21 days after any dealing with or transmission or devolution of the Demised
Premises or any interest in it (whether or not specifically referred to in this clause 8) the
Tenant shall give to the Landlord’s solicitors at that time notice in duplicate specifying the
basic particulars of the matter in question and at the same time supply a certified copy of any
instrument making or evidencing it (and in the case of an underlease in respect of which the
provisions of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954 have been excluded
a certified copy of both the notice served by the landlord thereunder and of the tenant’s
declaration or statutory declaration in response pursuant to section 38A of that Act) and pay those
solicitors such registration fee as they shall reasonably demand being not less than £50.
	 
	8.10	 	From time to time on demand during the Term the Tenant shall provide the Landlord with
particulars of all derivative interests of or in the Premises including particulars of rents rent
reviews and service and maintenance charges payable in respect of them and copies of any relevant
documents and the identity of the occupiers of the Premises
	 
	9	 	Legal Obligations and Necessary Consents
	 
	9.1	 	The Tenant shall comply with all Legal Obligations
	 
	9.2	 	Where the Tenant receives from an Authority any formal notice relating to the Premises
(whether or not the notice is of a Legal Obligation) it shall immediately send a copy to the
Landlord and if requested by the Landlord make or join in making such objections
representations or appeals in respect of it as the Landlord may reasonably require (except those
which are to the detriment of the business of the Tenant or any permitted occupier of the Premises)
	 
	9.3	 	Where any Legal Obligation requires the carrying out of works to the Premises the Tenant
shall (if and to the extent required by this Lease) apply for Consent and such Consent shall not be
unreasonably withheld or delayed and any Necessary Consents to carry out the works and after
obtaining them the Tenant shall carry out the works to the reasonable satisfaction of the Landlord
	 
	9.4	 	Before doing anything at the Premises which requires any Necessary Consents (and whether
or not the Landlord shall have issued its Consent to that thing under the other provisions of this
Lease) the Tenant shall:






	 	(a)	 	obtain all Necessary Consents for the purpose and
	 
	 	(b)	 	produce copies of all Necessary Consents to the Landlord and




 









 






	 	(c)	 	obtain Consent (which Consent shall not be unreasonably withheld or delayed) to the
Necessary Consents and the implementation of them






	 	 	Provided that the Tenant shall not without first obtaining Consent (such Consent not to be
unreasonably withheld or delayed) make or alter any application for any Necessary Consent
	 
	9.5	 	Where any Necessary Consent implemented by the Tenant or any undertenant or permitted
occupier of the Premises requires works to be carried out by a date subsequent to Determination the
Tenant shall ensure that those works are completed before Determination
	 
	9.6	 	If the Tenant receives or is entitled to receive any statutory compensation in relation
to the Lease (other than from the Landlord) and if Determination occurs otherwise than by effluxion
of time the Tenant shall upon Determination pay to the Landlord a fair proportion of that
compensation
	 
	9.7	 	If and when called upon to do so the Tenant shall produce to the Landlord all plans
documents and other evidence which the Landlord may require in order to satisfy itself that this
paragraph 9 has been complied with
	 
	9.8	 	It is hereby agreed that the Tenant shall not be liable to the Landlord for any Legal
Obligation relating to Environmental Damage that occurred prior to the date of this Lease
	 
	10	 	Conduits and Plant
	 
	10.1	 	Not to use the Conduits or the Plant:






	 	(a)	 	for any purpose other than that for which they are designed or
	 
	 	(b)	 	so as to exceed the capacity for which they are designed






	10.2	 	The Tenant will keep clean and free from obstruction all Conduits in the Premises
	 
	10.3	 	The Tenant shall effect and maintain (and provide the Landlord with
copies of) comprehensive maintenance contracts in respect of all Plant
	 
	11	 	Overloading damage and method of use
	 
	11.1	 	The Tenant shall not overload any part of the Premises or the Building
	 
	11.2	 	The Tenant shall not install in the Premises any machinery other such machinery as is
consistent with the Permitted Use
	 
	11.3	 	The Tenant shall maintain to the reasonable satisfaction of the Landlord and to the
satisfaction of the Insurers adequate fire prevention apparatus upon the Premises and shall from
time to time remove from the Premises all waste and inflammable material as quickly as possible
	 
	11.4	 	The Tenant shall not light or maintain open fires in the Building
	 
	11.5	 	The Premises and the Building are each to be locked or otherwise secured when not in use
	 
	11.6	 	The Tenant shall not keep produce or use any Hazardous Material on the Premises without
first obtaining Consent (such Consent not to be unreasonably withheld or delayed) nor (whether or
not Consent is given) cause any Environmental Damage






 










 








	11.7	 	Any request by the Tenant for Consent under paragraph 11.6 shall be in writing and
shall be accompanied by






	 	(a)	 	all information required to demonstrate to the reasonable satisfaction of the Landlord
that any such Hazardous Material is necessary to the business of the Tenant and will be kept
produced or used in such manner as to comply with all Legal Obligations applicable to such
Hazardous Material and to prevent Environmental Damage
	 
	 	(b)	 	all relevant information regarding compliance with any relevant Legal Obligations (such
information to include without limitation copies of applications for Necessary Consents relating to
any manufacturing processes, waste treatments, recycling, storage or disposal practices)






	11.8	 	The Tenant shall forthwith notify the Landlord in writing of any change in the facts and
circumstances assumed or reported in any application for or granting of Consent or any Necessary
Consent to any Hazardous Material kept produced or used on the Premises
	 
	11.9	 	The Tenant shall indemnify the Landlord against all losses claims or demands in respect
of any Environmental Damage arising out of the use or occupation of the Premises or the state of
repair of the Premises provided that nothing in this clause shall make the Tenant liable for
Environmental Damage occuring prior to the date of this Lease
	 
	12	 	Rights and easements
	 
	12.1	 	The Tenant shall not grant to any third party any rights of any nature over the Premises
(except as permitted under paragraph 8)
	 
	12.2	 	The Tenant shall preserve all easements and rights currently enjoyed by the Premises and
in particular (without limitation) will not obstruct any of the windows of the Building
	 
	12.3	 	The Tenant shall not do or omit to do anything whereby any right of prescription may
arise against the Landlord
	 
	12.4	 	The Tenant shall:






	 	(a)	 	Within the requisite timescale register this Lease or any estate or interest granted by
it in favour of the Tenant required to be protected by registration at the Land Registry
	 
	 	(b)	 	if so required in writing by the Landlord act as the Landlord’s agent in lodging at the
Land Registry such application as the Landlord may require to be made in consequence
of the proposed application by the Tenant
	 
	 	(c)	 	upon completion of all applications for registration supply the Landlord as soon as
reasonably practicable with official copies of the Landlord’s and Tenant’s title






	13	 	Entry by Landlord
	 
	13.1	 	Upon reasonable prior written notice (except in emergency when no notice need be given) the
Tenant shall permit the Landlord and those authorised by it at all times to enter (and remain
unobstructed on) the Premises for the purpose of:






	 	(a)	 	exercising the rights reserved by schedule 3 or
	 
	 	(b)	 	inspecting the Premises for any purpose or














 






	 	(c)	 	making surveys or drawings of the Premises or
	 
	 	(d)	 	complying with the Landlord’s obligations under this Lease or with any other Legal
Obligation of the Landlord or
	 
	 	(e)	 	erecting a notice board stating that the Premises are to let (where no application to
renew has been made by the Tenant pursuant to the provisions of the Landlord and Tenant Act 1954)
or for sale (which the Tenant shall not remove interfere with or obscure)
	 
	 	(f)	 	carrying out works which are the responsibility of the Tenant under this Lease but
which the Tenant has failed to do provided that the Landlord shall first have given written notice
to the Tenant specifying the breach and has given the Tenant a reasonable time within which to
remedy the breach






	13.2	 	To keep the Landlord informed of the names addresses and telephone numbers of at least
two persons who have keys to the Premises
	 
	14	 	Costs
	 
	14.1	 	The Tenant shall pay to the Landlord on demand on a full indemnity basis all costs
expenses losses and liabilities incurred by the Landlord as a result of or in connection with:






	 	(a)	 	any breach by the Tenant of any of its covenants or obligations in this Lease and/or
the enforcement or attempted enforcement of those covenants and obligations by the Landlord
	 
	 	(b)	 	any application for Consent under this Lease whether or not that Consent is refused or
the application is withdrawn
	 
	 	(c)	 	the preparation and service of any notice under section 146 or 147 Law of Property Act
1925 notwithstanding that forfeiture may be avoided otherwise than by relief granted by the Court
	 
	 	(d)	 	the preparation and service of any notice under paragraph 3.8 or any schedule of
dilapidations served during the Term or within 2 months after Determination






	14.2	 	If any payment which fails to be made by the Tenant to the Landlord under this Lease by
way of indemnity or on an indemnity basis (initial indemnity payment) is taxable in the Landlord’s
hands the sum payable shall be increased so that after payment of tax on it the Landlord retains a
net sum equal to the initial indemnity payment
	 
	15	 	Loss of Guarantor
	 
	 	 	If any person who has guaranteed to the Landlord the Tenant’s obligations contained in this Lease
dies or is the subject of any of the events referred to in clause 5(c) then within 14 days after
the event the Tenant shall give notice of it to the Landlord and if so required by the Landlord at
the expense of the Tenant the Tenant shall within 28 days after that event procure a further
guarantee in the same terms from a party acceptable to the Landlord
	 
	16	 	Title Matters
	 
	16.1	 	The Tenant shall observe and perform all covenants in respect of the Premises arising
from the Title Matters so far as they affect the Premises and are still subsisting














 






	16.2	 	Without limiting paragraph 16.1 the Tenant shall pay to the Landlord on demand any sums which
the Landlord may be required to pay to any other party under the Title Matters (except for rent
under any Superior Lease) or as a contribution to the cost of repair decoration inspection testing
maintenance or renewal of any areas or structure used by the Premises in common with other parties
	 
	17	 	Indemnity
	 
	 	 	To indemnify the Landlord from and against legal liability in respect of all loss, damage, actions,
proceedings, claims, demands, costs, damages, liability and expenses in respect of any injury to or
the death of any person or damage to any property movable or immovable or the infringement,
disturbance or destruction of any right, easement or privilege or otherwise by reason of or arising
in any way directly or indirectly out of the repair, state of repair, condition, existence or any
alteration to or to the user of the Premises or anything now or hereafter attached to or projecting
from the Premises and from all proceedings, costs, claims and demands of whatsoever nature in
respect of any such liability or alleged liability
	 
	18	 	Observe Headleases
	 
	 	 	To observe and perform all the covenants on the part of the Tenant contained in the Headleases and
are not expressly assumed by the Landlord in this Lease.
	 
	19	 	Indemnity for breach of Headlease
	 
	 	 	To indemnify and keep indemnified the Landlord 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 breach by the Tenant of the covenant to observe
the Headleases set out in paragraph 18 above.
	 
	20	 	Permit access to Landlord
	 
	 	 	To permit the Landlord to enter upon the Premises for any purpose that is in the opinion of the
Landlord necessary to enable it to comply with the covenants on the part of the tenant contained in
the Headleases or to avoid the forfeiture thereof notwithstanding that the obligation to comply
with such covenants may be imposed on the Tenant by this Lease.
	 
	21	 	Permit access to Superior Landlord
	 
	 	 	To permit the Superior Landlord and all persons authorised by it to enter the Premises for the
purposes specified and upon the terms contained in the Headleases as if the provisions in the
Headleases were incorporated in this Lease.
	 
	22	 	Superior Landlord’s Costs
	 
	 	 	Where the Landlord makes an application under the Lease for consent and the consent of the Superior
Landlord is also required under the Headleases to pay on an indemnity basis:






	 	(a)	 	all costs and other expenses properly incurred by the Landlord in relation to that
application including seeking the Superior Landlord’s consent whether that
application is granted refused offered subject to any qualification or withdrawn.
	 
	 	(b)	 	professional advice obtained by the Landlord in relation to that application.
	 
	 	(c)	 	the costs and other expenses of the Superior Landlord in relation to that application.














 












Schedule 7




Landlord’s covenants



Quiet enjoyment



The Tenant may peaceably hold and enjoy the Premises during the Term without any lawful
interruption or disturbance from or by the Landlord or any person claiming through under or in
trust for the Landlord















 








	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	Threadneedle Property Investments Limited

	 	 	)	 	 	Authorised signatory
	as an attorney of Zurich Assurance Ltd under

	 	 	)	 	 	 
	a power of attorney dated or with effect from 1 January 2005

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	 	)	 	 	Authorised signatory
	 
	 	 	 	 	 	 
	Executed as a deed by Oilgear Towler Limited

	 	 	)	 	 	 
	acting by

	 	 	)	 	 	 
	 

	 	 	)	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Director
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Director/Secretary
















 






	 	 	 	 	 
	Dated

	 	2005	 	 






ZURICH ASSURANCE LTD




OILGEAR TOWLER LIMITED




 






RENT DEPOSIT DEED




 






Addleshaw Goddard
















 







Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	Clause 	 	 	 
	1
	 	Definitions	 	 	1	 
	2
	 	Supplemental Deed	 	 	2	 
	3
	 	Rent Deposit	 	 	2	 
	4
	 	Withdrawals	 	 	2	 
	5
	 	Interest	 	 	3	 
	6
	 	Transfer of reversion	 	 	3	 
	7
	 	Release of Rent Deposit	 	 	3	 
	8
	 	General Provisions	 	 	4	 
	9
	 	Charge	 	 	4	 
	10
	 	Notices	 	 	4	 
	11
	 	Third Parties	 	 	4	 
	 
	 	 	 	 	 	 
	 
	 	The Schedule	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	The Property	 	 	5	 






 









 






This Deed is dated                2005




Between





	(1)	 	Zurich Assurance Ltd (Company No. 2456671) whose registered office is at UK Life
Centre Station Road Swindon Wiltshire SN1 1EL (Landlord)
	 
	(2)	 	Oilgear Towler Limited (Company No. 565938) whose registered office is at Oaklands
Road Rodley Leeds LS 13 1LG (Tenant) It is agreed
	 
	1	 	Definitions
	 
	1.1	 	In this Deed:
	 
	 	 	Account means an interest bearing account in the name of the Landlord at such bank as the Landlord
may from time to time nominate
	 
	 	 	Deposit Balance means the balance from time to time standing to the credit of the Account
	 
	 	 	Lease means the Lease dated            between the Landlord (1) and the Tenant
(2) and includes any documents which are from time to time supplemental to the Lease whether or not
expressed to be so
	 
	 	 	Property means that property brief particulars of which are contained in the schedule hereto
	 
	 	 	Rent Deposit means £112,500 plus a sum equivalent to value added tax thereon being the sum which
the Tenant has initially deposited with the Landlord including any accrued interest which has not
been paid to the Tenant
	 
	 	 	Term means the term granted by the Lease






	1.2	 	In this Deed unless the context otherwise requires






	 	(a)	 	references to numbered clauses or schedules are to the relevant
numbered clauses or schedules of this Deed
	 
	 	(b)	 	references to this Deed or the Lease or to any specified provision
of this Deed or the Lease are to this Deed, the Lease or that provision as in force
for the time being and as amended from time to time
	 
	 	(c)	 	the contents table and the descriptive headings to clauses
are inserted for convenience only have no legal effect and shall be ignored in the
interpretation of this Deed
	 
	 	(d)	 	words importing the singular include the plural and vice versa,
words importing a gender include every gender and references to persons include
an individual company corporation firm partnership unincorporated association or
body of persons and any state or agency thereof
	 
	 	(e)	 	the expressions “Tenant” and “Landlord” include their respective
successors whether immediate or derivative
	 
	 	(f)	 	any reference to statute is to be construed as a reference to such
statute as amended from time to time unless otherwise stated




 









 












	2	 	Supplemental Deed
	 
	 	 	This Deed is supplemental to the Lease
	 
	3	 	Rent Deposit
	 
	3.1	 	The Landlord acknowledges receipt from the Tenant of the Rent Deposit
	 
	3.2	 	The Landlord will place the Rent Deposit (together with all money received
subsequently under the terms of this Deed as part of the Rent Deposit) in the Account and
(subject to the provisions of clause 5) will hold the Deposit Balance throughout the Term
(subject to clause 7) as security for






	 	(a)	 	payment by the Tenant on the due date of all of the rents payable
under the Lease
	 
	 	(b)	 	payment by the Tenant of any other sums which may become due to the
Landlord from time to time under the Lease and of any damage suffered by the Landlord
due to the Tenant’s failure to observe and perform its covenants under the Lease or
this Deed
	 
	 	(c)	 	compliance by the Tenant with the covenants and conditions
contained in the Lease and this Deed






	3.3	 	The Tenant will at all times maintain the Deposit Balance in a sum equivalent to the
Rent Deposit
	 
	3.4	 	If as a result of any withdrawal by the Landlord or for any other reason the Deposit
Balance is at any time less than the Rent Deposit, the Tenant will within fourteen days after
written notice from the Landlord (and notwithstanding any dispute of any kind whatsoever as to
any withdrawal from the Account by the Landlord) deposit with the Landlord a sum equal to the
difference between the Deposit Balance and the Rent Deposit
	 
	3.5	 	Immediately following any increase of rent payable under the Lease, the Tenant will
deposit with the Landlord a sum equal to the difference between the Deposit Balance and the
Rent Deposit
	 
	4	 	Withdrawals
	 
	 	 	The Landlord may from time to time after notifying the Tenant in writing make withdrawals
from the Account of sums sufficient to compensate the Landlord for
any non-payment, delay in payment or damage suffered by or debt due to the Landlord arising
from any of the following events






	 	(a)	 	any failure by the Tenant during the Term to pay, within fourteen
days after the due date, any of the rents or other sums payable under the Lease or
any mesne profits for which the Tenant may be liable in respect of the Property
	 
	 	(b)	 	any default by the Tenant in complying with any covenant or
conditions contained in the Lease relating to any other matter
	 
	 	(c)	 	forfeiture or disclaimer of the Lease or the Tenant ceasing to
exist






 









 









	5	 	Interest
	 
	 	 	The Landlord will arrange for payments of all interest earned in respect of the Account to be made
(net of any tax required to be deducted by the Landlord before the Landlord accounts to the Tenant)
to the Tenant yearly at the address stated in this Deed or at such other address as the Tenant may
from time to time notify to the Landlord in writing unless and to the extent that the Tenant is in
breach of clause 3.3
	 
	6	 	Transfer of reversion
	 
	 	 	If the Landlord transfers the reversion immediately expectant upon the determination of the Term
the Landlord will:






	 	(a)	 	transfer the Deposit Balance to the transferee of the reversion and
assign the benefit and the burden of this Deed to that transferee
	 
	 	(b)	 	procure that the transferee of the reversion, no later than the
date of the transfer, covenants in a deed with the Tenant to observe and perform the
obligations of the Landlord under this Deed
	 
	 	(c)	 	on delivery of the deed of covenant referred to in clause 6(a) to
the Tenant the Landlord (being the transferor) will cease to be liable for any
default in compliance with any provision contained in this Deed






	7	 	Release of Rent Deposit
	 
	7.1	 	The Deposit Balance shall be held by the Landlord (subject to the Landlord’s prior right
to withdraw and retain all or any part of the Deposit Balance in or towards all liabilities of the
Tenant from time to time outstanding in respect of a Default by the Tenant) until the earliest of
the following:






	 	(a)	 	a lawful assignment of the Lease by the Tenant
	 
	 	(b)	 	14 days after the Expiry of the Term
	 
	 	(c)	 	6 months after the disclaimer or forfeiture of the Lease
	 
	 	(d)	 	The date which is 3 years from and including the date hereof
provided that such release shall be conditional upon the Tenant having materially
complied with all the covenants on the part of the Tenant contained in the Lease up
to and including such date






	7.2	 	The Deposit Account shall be closed and the Deposit Balance shall be paid to the Tenant
(after first being applied in satisfaction of all costs or losses or claims which have been fully
ascertained and in respect of which the Landlord is entitled to make a withdrawal from the Deposit
Balance) upon the happening of the earliest of the events referred to in clause 7.1
	 
	7.3	 	Without prejudice to the generality of clause 7.2 costs or losses or claims referred to
therein other than on a lawful assignment of the Lease shall include in respect of any breach which
is not remedied by the Expiry of the Term or as the case may be the disclaimer or forfeiture of the
Lease a sum equivalent to:






	 	(a)	 	the loss of rent from the Property (and Value Added Tax thereon) and




 









 






	 	(b)	 	the liability to pay any outgoings in respect of the Property (and
Value Added Tax thereon)






in both cases for as long as the breach remains unremedied provided that where the Term is
terminated by disclaimer or forfeiture the Landlord shall be entitled to apply the Deposit
Balance in payment of the rent and other outgoings which would have been payable if the
Lease had not been disclaimed or forfeited until the earlier of:




	 	(i)	 	6 months from the date of disclaimer or forfeiture or
	 
	 	(ii)	 	the date upon which a new lease of the Property is granted or the Landlord
otherwise disposes of an interest in the Property on terms substantially similar
to those contained in the Lease provided that for the purposes of this clause
7.3(b)(ii) no such lease or disposal shall be deemed to have been made until the
expiry of any rent concessionary period granted by the Landlord to the ingoing
tenant or occupier






	8	 	General Provisions
	 
	8.1	 	The Deposit Balance will at all times be and remain the property of the Tenant subject
to the charge contained in clause 9
	 
	8.2	 	The Landlord’s rights of re-entry contained in the Lease will be exercisable on any
default by the Tenant in compliance with any provision contained in this Deed as well as on
the happening of any of the events mentioned in the Lease
	 
	8.3	 	The provisions of this Deed will not in any way lessen or affect the Tenant’s or any
guarantor’s obligations under the Lease or lessen the Landlord’s rights to take any action or
proceedings under the Lease in respect of any default by the Tenant in complying with any of
the covenants or conditions contained in the Lease
	 
	8.4	 	All reasonable and proper expenses incurred by the Landlord in maintaining the Account
will be paid or indemnified (as the case may be) by the Tenant to the Landlord on demand and
if not so paid within 14 days of any demand may be withdrawn by the Landlord from the Account
	 
	9	 	Charge
	 
	 	 	The Tenant with full title guarantee charges the Account and the Deposit Balance as security for
payment or reimbursement (as the case may be) to the Landlord of the sums referred to in clause 3
	 
	10	 	Notices
	 
	 	 	Section 196 Law of Property Act 1925 (as amended by the Recorded Delivery Service Act 1962) shall
apply to all notices which may need to be served under this Deed
	 
	11	 	Third Parties
	 
	 	 	Unless expressly stated nothing in this Deed will create any rights in favour of any person
pursuant to the Contract (Rights of Third Parties) Act 1999




In witness of which the Landlord and the Tenant have caused their Common Seals to be affixed to
this Deed which is intended to be and is delivered the day and year first before written but not
before





 









 








The Schedule




37 Burley Road, Leeds as more particularly defined by the Lease





 









 








	 	 	 
	

	 	Oilgear Towler Limited
	 

	 	 37 Burley Road, Leeds LS3 1JT England
	 

	 	Tel: 0113 394 7300
	 

	 	Fax: 0113 394 7301
	 

	 	E-mail:enquiries@oilgear-towler.co.uk






	 	 	 	 	 	 	 	 	 
	Executed as a deed by

	 	 	)	 	 	 

	 	 
	Threadneedle Property Investments Limited

	 	 	)	 	 	Authorised signatory	 	 
	as an attorney of Zurich Assurance Ltd under a

	 	 	)	 	 	 	 	 
	power of attorney dated or with effect from

	 	 	)	 	 	 

	 	 
	1 January 2005
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	)	 	 	Authorised signatory	 	 
	 
	 	 	 	 	 	 	 	 
	Executed as a deed by Oilgear Towler Limited

	 	 	)	 	 	 	 	 
	acting by

	 	 	)	 	 	 	 	 
	 

	 	 	)	 	 	 

	 	 
	 

	 	 	 	 	 	Director	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Director/Secretary	 	 






 




					
	Registered Office: 37 Burley Road, Leeds LS3 1JT	 		 	
	Registered in England: No 565938, VAT No. 426 5850 40.