Exhibit 10.53


 


DATED 15 October 2003


 


(1) PRIME
HOLDINGS LIMITED


 


(2) MELBOURNE
BUSINESS COURT MANAGEMENT COMPANY LIMITED


 


(3) a.p.solve Limited


 


 


LEASE


 


relating to


Unit 1 Melbourne Business Court Millennium Way Pride Park Derby


 


 


Edwards Geldard


Number One Pride Place


Pride Park


Derby


DE24 8QR


DX 11509 Derby 1


Tel: -1332 331631


Fax: 01332 850 4499


Ref ABH/22.135.213


 





















 


[SEAL]


 


[SEAL]


 


LEASE:
DATED 15th October 2003


 


BETWEEN:


 


	
  (1)                                  the Landlord

  	
  PRIME
  HOLDINGS LIMITED (Company Number: 1358636) whose
  registered office is at 81 Burton Road Derby DE1 1TJ

  
	
   

  	
   

  
	
  (2)                                  the Management Company

  	
  MELBOURNE
  BUSINESS COURT MANAGEMENT COMPANY LIMITED (Company
  Number: 4685867) whose registered office is at 81 Burton Road Derby DE1 1TJ

  
	
   

  	
   

  
	
  (3)                                  the Tenant

  	
  a.p.solve
  LIMITED (Company Number: 4069823) whose registered
  office is at Sirius House, Adastral Park, Martlesham, Ipswich, IP5 3RE

  



 


Recitals


 


(1)                                  The
Landlord is the registered proprietor of the Estate with Title Absolute and is
in the course of developing the Estate


 


(2)                                  The
Landlord has agreed to grant to the Tenant a lease of the Demised Premises for
the consideration at the rent and on the terms and conditions set out below and
the Management Company has agreed to join in this Lease


 


(3)                                  The
Management Company has been incorporated for the purposes of managing and
maintaining the Estate and upon completion of the final letting at the Estate
the Landlord intends to transfer the freehold of the Estate to the Management
Company


 


Operative
Provisions


 


I                                            Definitions
Interpretation and Construction


 


1.1                                 In
this Lease the terms defined by Paragraph 1.1 have the meanings specified
unless the context otherwise requires:-


 


the Access Ways                                                 means
all those areas surfaces and paving at the Estate including the roadways
footways loading bays and other accessways laid out and available for passage
and access


 


	
  Annual
  Expenditure

  	
   

  	
  means in relation to any Financial Year the aggregate of:

  



 


(i)                                     all
reasonable and proper costs expenses and outgoings whatever reasonably and
properly incurred


 





















 


by the
Management Company during the Financial Year in or incidentally to carrying out
its obligations set out in the Fifth Schedule including (but not limited to)
the costs and expenditure set out in Part 1 of the Sixth Schedule and any VAT
payable (provided that a VAT invoice is provided to the Tenant one calendar
month before such VAT is due)


 


(ii)                                  such
sums (if any) as the Management Company shall acting reasonably considers
appropriate to charge in any future Financial Year by way of provision for anticipated
expenditure in any future Financial Year in respect of any of the Services


 


Commencement Date                                the
date hereof


 


the Common Parts                                               all
parts of the Estate not intended to be demised including but not limited to the
Access Ways Conducting Media boundaries pedestrian ways forecourts car parks
landscaped areas bin stores boundary walls fences signboards and any other
parts of the Estate which are intended for common use by some or all of the
occupiers of the Estate from time to time.


 


Computing Date                                                         means
1 September 2003 and 1 September in every subsequent year (or such date as the
Management Company may on reasonable grounds from time to time notify in
writing to the Tenant) and “Computing Dates” shall be construed accordingly


 


the Conducting Media                      means
all cable wires pipes mains flues shafts ducts sewers drains watercourses
channels gutters and any media and apparatus of a like nature (including any
such media and apparatus for and connecting with computing or similar
equipment)


 


Contamination                                                                the
presence in on under or over the Premises of any Hazardous Material at any time
whether before on or after the date of this Lease and/or the migration or other
escape of any such Hazardous Materials from the Premises at any time whether
before on or after the date of this Lease save where such Contamination arises
from the acts or omissions of the Tenant


 


Contractual Term                                                    the
term of 5 years from and including the Commencement Date


 





















 


Defect                                                                                                             means
any defect in the Demised Premises or anything installed in or on the Demised Premises
which is attributable to (a) defective design (b) defective workmanship or
materials (c) defective supervision of the construction of or the installation
of anything in or on the Demised Premises or (d) defective preparation of the
site upon which the Demised Premises is constructed


 


the Demised Premises                            Unit
1 situated at the Estate shown edged red on the Plan


 


the Designed Car Parks                    means
the land shown coloured blue on the Plan


 


Estate                                                                                                             freehold
property known as Melbourne Business Court Millennium Way Pride Park Derby as
is registered at H M Land Registry with Title Absolute (along with other land)
under Title Number DY330312 as at 16 October 2002 and as is shown edged green
on the Plan


 


Financial Year                                                                     means
the period between two consecutive Computing Dates and “Financial Years” shall
be construed accordingly


 


the Forecourts                                                                  means
the land shown coloured yellow on the Plan (if any)


 


Group Company                                                         means
a company that is a member of the same group as the Landlord within the meaning
of Section 42 of the 1954 Act


 


Guarantor’s Covenants                    means
the Covenants set out in the Ninth Schedule hereto


 


Hazardous Material                                        any
substance whether in solid liquid or gaseous form which is capable of causing
farm to human health or to the environment (that is to say, air water and land
and any living organism or eco-system supported by any of them) whether on its
own or in combination with any other substance


 


the Initial


Provisional


Service Charge                                                                £365.00
(three hundred and sixty five pounds) per year


 


Initial Rent                                                                                      £16,500
(Sixteen thousand five hundred pounds) per year exclusive of VAT


 


Insurance Rent                                                               means
the sums that the Landlord shall from time to time pay by way of premium for
insuring the Demised Premises


 





















 


in accordance
with the Tenth Schedule or (where such insurance includes other premises) the
fair and proper proportion attributable to the Demised Premises of the sums the
Landlord shall from time to time pay by way of premium for insuring the Demised
Premises and the other premises (to be determined from time to time by the
Surveyor acting reasonably) and all of any increased premium payable by any act
or omission of the Tenant


 


Insured Risk                                                                             means
fire lightning explosion aircraft (including articles dropped from aircraft)
riot civil commotion malicious persons earthquake storm tempest flood bursting
and overflowing of water pipes tanks and other apparatus and impact by road
vehicles and such other risks whether or not in the nature of the foregoing
against which a reasonably prudent landlord would normally insure


 


Landscaped Areas                                            means
all those soft and hard landscaped areas of the Estate provided for the benefit
of the tenants at the Estate


 


Permitted User                                                                means
any purpose within Class B1(a); B1(b); B1(c); or B8 of the Town and Country
Planning (Use Classes) Order 1987 or medical and/or training purposes
(excluding preschool and schoolage children)


 


Perpetuity Period                                                    means
the period of eighty years from the Commencement Date


 


the Plan                                                                                                     means
the plan attached hereto


 


the Properties                                                                      the
units at the Estate demised or intended to be demised excepting the Demised Premises


 


the Regulations                                                            any
future written rule or regulation made by the Management Company acting
reasonably from time to time for the benefit of use and enjoyment of the Estate
and in the interests of good estate management


 


the Rent                                                                                                 means
the Initial Rent


 


the Rent


Commencement Date                                the
date hereof


 


the Retained Land                                             means
the land as is registered at H M Land Registry under title number DY330312
except for the Demised Premises


 





















 


the Service Charge                                          means
the Service Charge Share of the Annual Expenditure for the relevant Financial
Year


 


the Service Charge Share           One
Twentyfourth subject to the provision for variation contained in Part 2 of the
Sixth Schedule


 


the Services                                                                             means
the services described in the Fifth Schedule and such other services as the
Management Company may be special resolution reasonably resolve to provide for
the general benefit of the Estate and/or the Demised Premises and the owners
and occupiers of the time being of the same


 


Surveyor                                                                                             means
any person or film who is or are members of the RICS appointed by the Landlord
to perform any of the functions of the Surveyor under this Lease (including an
employee of the Landlord or a Group Company and including also the person or
firm appointed by the Landlord to collect the rents)


 


the Term                                                                                                 the
Contractual Term and any period of holding over or extension or continuance of
the Contractual Term whether by statute or common law


 


the Utilities                                                                                   means
water gas electricity drainage electrical impulses and other services supplied
or transmitted via the Conducting Media


 


VAT                                                                                                                      means
Value Added Tax or any tax of a similar nature that may be substituted for it
or levied in addition to it


 


the 1954 Act                                                                             means
the Landlord and Tenant Act 1954


 


1.2                                 The
expression “the Landlord” includes the person for the time being entitled to
the Term and all successors in title and where the Landlord is more than one
person all covenants and agreements on the part of the Landlord shall be deemed
to have been made jointly and severally by all such persons constituting the
Landlord and any reference to a superior landlord includes the Landlord’s
immediate reversioner (if any) and any superior landlord at any time;


 


1.3                                 The
expression “the Tenant” includes the person for the time being entitled to the
reversion immediately expectant upon the Term;


 


1.4                                 Words
importing the neuter gender only shall include the masculine or feminine gender
(as the case may be) and words importing the masculine gender only shall
include the feminine gender and vice versa;


 





















 


1.5                                 Words
importing persons shall include firms companies and corporations and vice
versa;


 


1.6                                 Words
importing the singular shall be construed as importing the plural and vice
versa;


 


1.7                                 Where
any party comprises more than one person the obligations and liabilities of
that party under this agreement shall be joint and several obligations and
liabilities of those persons;


 


1.8                                 The
expression “the Guarantor” includes not only the third party hereto (if any)
but also any person who enters the Guarantor’s Covenants with the Landlord
pursuant to the provisions of this Lease


 


1.9                                 References
to “the Demised Premises” in the absence of any provision to the contrary
include any part of the Demised Premises


 


1.10                           References
to “the last year of the Term” include the last year of the Term if the Term
shall determine otherwise than by effluxion of time and references to the
expiration of the Term include such other determination of the Term


 


1.11                           References
to any right of the Landlord to have access to the Demised Premises shall be
construed as extending to any superior landlord and any mortgagee of the
Demised Premises and to all persons authorised by the Landlord and any superior
landlord or mortgagee (including agents professional advisers contractors
workmen and others)


 


1.12                           References
to any rights exercisable by the Tenant shall be construed as being exercisable
by the Tenant, any subtenant or subtenants and all persons properly authorised
by them


 


1.13                           Any
covenant by the Tenant not to do an act or thing shall be deemed to include an
obligation not to permit or suffer such act or thing to be done by another
person and any covenant by the Landlord shall bind only the person who is for
the time being entitled to the reversion immediately expectant on the
determination of the Term


 


1.14                           Any
provisions in this lease referring to the consent or approval of the Landlord
shall be construed as also requiring the consent or approval of any mortgagee
of any Demised Premises and any superior landlord where such consent shall be
required but nothing in this lease shall be construed as implying that any
obligation is imposed upon any mortgagee or any superior landlord not
unreasonably to refuse any such consent or approval


 


1.15                           References
to “consent of the Landlord” or words to similar effect mean a consent in
writing signed by or on behalf of the Landlord and to “approved” and


 





















 


“authorised”
or words to similar effect mean (as the case may be) approved or authorised in
writing by or on behalf of the Landlord


 


1.16                           The
terms “the parties” or “party” mean the Landlord and/or the Tenant but except
where there is an express indication to the contrary exclude the Guarantor


 


1.17                           “Development”
has the meaning given by Section 55 of the Town and Country Planning Act 1990


 


1.18                           Save
for any reference contained in the definition of Permitted User any references
to a specific statute include any statutory extension or modification amendment
or re-enactment of such statute and any regulations or orders made under such
statute and any general reference to “statute” or “statutes” includes any
regulations or orders made under such statute or statutes


 


1.19                           Save
where otherwise stated any reference to a numbered clause or schedule means the
clause or schedule in this agreement which is so numbered;


 


1.20                           Unless
otherwise specified any reference to an Act of Parliament includes a reference
to that Act as amended or replaced whether before or after the date of this
Agreement and to subordinate legislation or by-laws made under it an any
general reference to statute or legislation includes subordinate legislation
and by-laws;


 


1.21                           The
headings appearing in this Lease are for ease of reference only and shall not
affect construction;


 


1.22                           The
Schedules to this Lease shall be incorporated within and form part of this
Lease


 


1.23                           References
to the preconditions to assignment are references to the provisions of part of
the proviso to clause insofar as they apply to any assignment or application
for consent to assign


 


2.                                       Demise


 


2.1                                 The
Landlord demises to the Tenant with full title guarantee the Demised Premises TOGETHER with (in common with the Landlord and all others
entitled to the like right) the rights specified in the First Schedule to the
exclusion of any implied rights pursuant to Section 62 of the Law of Property
Act 1925 and subject however to the Tenant’s covenants and all other provisions
of this Lease but EXCEPTING AND RESERVING to
the Landlord the rights specified in the Second Schedule TO HOLD the
Demised Premises to the Tenant for the Contractual Term SUBJECT to
all rights easements privileges restrictions covenants and stipulations
contained or referred to in the Seventh Schedule


 





















 


YIELDING AND PAYING


 


(a)                                  to
the Landlord the Rent payable without any deduction or set-off arising at
common law or in equity (except where lawfully made pursuant to statute) by
equal quarterly payments in advance on the usual quarter days in every year and
proportionately for any period of less than a year the first such payment being
a proportionate sum in respect of the period from and including the Rent
Commencement Date to and including the day before the quarter day next after
the Rent Commencement Date to be paid on the date of this lease and


 


(b)                                 to
the Management Company by way further rent the Initial Provisional Service
Charge (together with VAT) and/or the Service Charge (together with VAT) at the
times and in the manner described in Part 2 of the Sixth Schedule and provided
that a VAT invoice has been provided to the Tenant one calendar month prior to
the payment due date


 


(c)                                  to
the Landlord by way of further rent the Insurance Rent within 21 days of demand


 


3.                                       Tenant’s
Covenants


 


The Tenant for
the mutual protection of the Landlord and of the Management Company and of the
tenants of the Properties covenants throughout the Term:-


 


3.1                                 with
the Landlord to observe and perform the obligations on the part of the Tenant
set out in Parts 1 and 2 of the Third Schedule and also to observe and perform
all covenants and stipulations contained or referred to in the Property and
Charges Register of the Title above save for financial charges and any
documents referred to in such title so far as they relate to or affect the
Demised Premises and to indemnity the Landlord against all actions proceedings
costs claims and demands in respect of any breach no-observance or
non-performed by the Tenant


 


3.2                                 with
the Management Company to observe and perform the obligations on the part of
the Tenant set out in Parts 1 and 2 of the Third Schedule and the Regulations


 


3.3                                 with
the tenants of the Properties to observe and perform the obligations on the
part of the Tenant set out in Part 2 of the Third Schedule


 


4.                                       Landlord’s
Covenants


 


4.1                                 The
Landlord covenants with the Tenant to observe and perform the obligations on
the part of the Landlord set out in the Fourth Schedule


 





















 


4.2                                 The
Landlord covenants with the Tenant to use its reasonable endeavours to procure
that the Management Company observes and performs the obligations set out in
the Fourth Schedule


 


5.                                       Management
Company’s Covenants


 


The Management Company in consideration of and relying on the covenants
on the part of the Tenant contained in this Lease covenants with the Landlord
and as a separate covenant with the Tenant:


 


5.1                                 to
use all reasonable endeavours to carry out provide or procure the Services set
out in the Fifth Schedule PROVIDED THAT the Management Company may at its
reasonable discretion at any time withhold or vary any of the Services but only
if such withholding or variation shall not materially impair the use and
enjoyment of the Estate and/or the Demised Premises and subject to prior
written notice to the Tenant where possible FURTHER PROVIDED ALWAYS that the
Management Company’s obligation shall cease and be extinguished in respect of
matters which are declared by the appropriate Local Authority as repairable or
maintainable at the public expense


 


5.2                                 to
observe and perform the obligations set out in the Fourth Schedule


 


6.                                       Re-entry


 


If and
whenever during the Term:


 


6.1                                 the
rents (or any of them) under this lease are outstanding for fourteen days after
becoming due whether formally demanded or not or


 


6.2                                 there
is a material breach by the Tenant of any covenant or other term of this Lease
or any document supplement to this lease or


 


6.3                                 the
Tenant or Guarantor being a company:-


 


(a)                                  is
unable or admits its inability to pay its debts when they become due (whether
within the circumstances specified in Section 123 of the Insolvency Act 1986 or
otherwise) or


 


(b)                                 a
proposal is made to its creditors for a voluntary arrangement under Part I of
the Insolvency Act 1986 or it enters into a voluntary arrangement or it enters
into another scheme of arrangement with its creditors in satisfaction or composition
of its debts or


 





















 


(c)                                  a
petition is presented for an Administration Order under Part II of the
Insolvency Act 1986 or an Administration Order is made or


 


(d)                                 a
receiver or administrative receiver is appointed over any of its assets or
undertaking or


 


(e)                                  a
resolution to wind up is passed or a provisional liquidator is appointed or a
petition is presented for winding up or a winding up order is made under Part
IV of the Insolvency Act 1986 (save in the case of a voluntary winding up
solely for the purpose of amalgamation or reconstruction if the Tenant can
first demonstrate to the satisfaction of the Landlord that the covenant of the
company will be as strong after as it was before the reconstruction or
amalgamation) or


 


(f)                                    a
proposal is made for a scheme of arrangement under Section 425 of the Companies
Act 1985 or


 


(g)                                 a
provisional liquidator is appointed under Section 135 of the Insolvency Act
1986


 


6.4                                 the
Tenant or Guarantor being an individual


 


(a)                                  is
the subject of an application made for an interim order or a proposal is made
for a voluntary arrangement under Part VIII of the Insolvency Act 1986 or


 


(b)                                 a
bankruptcy petition is presented to the court or the circumstances of the
individual are such that a bankruptcy petition could be presented under Part IX
of the Insolvency Act 1986 or


 


(c)                                  the
individual enters into a deed of arrangement or composition with its creditors
or


 


(d)                                 a
receiver is appointed under the Mental Health Act 1983 or the individual
becomes incapable or managing his affairs or


 


(e)                                  the
individual dies or


 


(f)                                  a
receiver or receiver and manager is appointed over any of the assets of the
individual


 


6.5                                 the
Tenant or Guarantor being a partnership:-


 


(a)                                  proposes
to enter into a voluntary arrangement under Part II of the Insolvent
Partnerships Order 1994 (“the 1994 Order”) or


 





















 


(b)                               a
petition is presented for an administration order under Part III of the 1994
Order or an Administration Order is made or


 


(c)                                  a
petition is presented for winding up as an unregistered company under Part IV
or V or the Insolvency Order or


 


(d)                                 any
events or circumstances applicable to individuals under clause 6.5 hereof occur
in respect of an individual member of a partnership or the partnership assets


 


6.6                                 the
Tenant has any distress or execution levied on its goods at the Demised Premises
which is not discharged in full within 21 days after the levy has been made


 


the Landlord
may re-enter the Demised Premises (or any part of them in the name of the
whole) at any time (and even if any previous right of re-entry has been waived)
and then the Term will absolutely cease but without prejudice to any rights or
remedies which may have accrued to the Landlord against the Tenant or any
Guarantor in respect of any breach of covenant or other term of this lease
(including the breach in respect of which the re-entry is made)


 


7.                                       Agreement
and Declarations


 


It is agreed
and declared as follows:-


 


7.1                                 Nothing
contained in or implied by this lease shall give the Tenant the benefit of or
the right to enforce or to prevent the release or modification of any covenant
agreement or condition entered into by any tenant of the Landlord in respect of
any property not comprised in this lease


 


7.2                                 If
any dispute arises between the Tenant and the tenants or occupiers of other
parts of the Estate as to any easement right or privilege in connection with
the use of the Demised Premises and any other part of the Estate or as to the
boundary structures separating the Demised Premises from any other property it
shall be decided by the Landlord or in such other manner as the Landlord shall
reasonably direct


 


7.3                                 Each
of the Tenant’s covenants shall remain in full force both at law and in equity
notwithstanding that the Landlord shall have waived or released temporarily any
such covenant or waived or released temporarily or permanently revocably or
irrevocably a similar covenant or similar covenants affecting any other part of
the Estate


 


7.4                                 As
soon as Prime Holdings Limited has parted with all estate and interest in the
revision immediately expectant on the determination of the Term it shall cease
to have any further rights entitlements under the terms of this Lease but
without prejudice to the rights of Prime Holdings Limited or the Tenant in
respect of any


 





















 


antecedent
breach of any of the covenants contained in this Lease


 


7.5                                 The
Management Company acting reasonably shall have power to make and at any time
vary such Regulations as it may think fit for the preservation of the amenities
of the Estate for the general safety or convenience of the occupiers of the
buildings at the Estate and in the interests of good estate management provided
that where possible prior notice of such variations or changes shall be given
to the Tenant and if any consistency might arise between the Regulations or
this Lease the terms of this Lease shall prevail


 


7.6                                 Section
196 of the Law of Property Act 1925 (as amended by the Recorded Delivery
Service Act 1962) shall apply to any notice demand or instrument authorised to
be served under this Lease and any notice served by the Landlord shall be
sufficiently served if served by any agent of the Landlord


 


7.7                                 The
rights granted and reserved by this Lease shall only take effect insofar as
they ascertained within the Perpetuity Period


 


7.8                               The
Tenant shall not be entitled to any right of access of light or air to the
Demised Premises (except those expressly granted) which would restrict or
interfere with the free use of the adjoining or neighbouring land of the
Landlord for building or any other purpose


 


7.9                                 The
Landlord will take reasonable precautions during building works carried out by
it to minimise disturbance noise and nuisance to the Tenant’s use enjoyment and
access to the Demised Premises


 


7.10                           The
walls separating the Demised Premises from the adjoining parts of the Estate
shall be deemed to be party walls and shall be maintained accordingly


 


7.11                           Neither
the Landlord nor the Management Company shall be liable to the Tenant in
respect of any inconvenience suffered by reason of any interruption of any
Services to be provided under the terms of this Lease by reason of:-


 


(a)                                  necessary
repair or maintenance of any installation or apparatus; or


 


(b)                                 damage
to or destruction of any installations or apparatus by any cause beyond the
reasonable control of the Landlord of the Management Company; or


 


(c)                                  mechanical
or other defect or breakdown or frost or other inclement conditions or
unavoidable shortage or fuel material water or labour industrial action or
otherwise; or


 





















 


providing and
to the extent of that:


 


(i)                                     any
such failure or interruption could not reasonably have been prevented or
shortened by the exercise of proper care, attention, diligence and skill by the
Landlord/Management Company or those undertaking the Services on behalf of the
Landlord/Management Company and


 


(ii)                                  the
Landlord/Management Company uses and continues to use its best endeavours to
restore the Services in question


 


7.12                           Nothing
in this lease or in any consent granted by the Landlord under this lease shall
imply or warrant that the Demised Premises may lawfully be used under the
Planning Acts for the purpose authorised in this lease (or any purpose
subsequently authorised)


 


7.13                           This
lease embodies the entire understanding of the parties relating to the Demised
Premises and to all the matters dealt with by any of the provisions of this
lease


 


7.14                           The
Tenant acknowledges that this lease has not been entered into in reliance
wholly or partly on any statement or representation made by or on behalf of the
Landlord except any such statement or representation that is expressly set out
in this lease


 


7.15                           Whilst
the Landlord is a limited company or other corporation all license consents
approvals and notices required to be given by the Landlord shall be
sufficiently given if given under the hand of a director the secretary or other
duly authorised officer of the Landlord


 


7.16                           If
after the Tenant has vacated the Demised Premises on the expiry of the Term any
property of the Tenant remains in or on the Demised Premises and the Tenant fails
to remove it within 21 days after being requested in writing by the Landlord to
do so or if after using its best endeavours the Landlord is unable to make such
a request to the Tenant within 21 days after the expiry of the Term:


 


(a)                                  in
so far as such property is annexed to the Demised Premises the Landlord may
treat it as having reverted to the Landlord or


 


(b)                                 the
Landlord may as the agent of the Tenant sell such property and the Tenant will
indemnify the Landlord against any liability incurred by it to any third party
whose property shall have been sold by the Landlord in the mistaken belief held
in good faith (which shall be presumed unless the contrary is proved) that such
property belonged to the Tenant and


 


(c)                                  if
the Landlord having made reasonable efforts is unable to locate the Tenant the
Landlord shall be entitled to retain the net proceeds of sale of such property
absolutely unless the Tenant shall claim them within six months of the date
upon which the Tenant vacated the Demised Premises


 





















 


and


 


7.17                           The
Tenant may determine this Lease on 16 April 2006 being 30 months from the date
hereof by giving the Landlord not less than six months prior written notice


 


7.18                           Unless
expressly stated nothing in this Lease creates or will create rights pursuant
to the Contracts (Rights of Third Parties) Act 1999 in favour of any one other
than the parties hereto


 


7.19                           This
Lease is governed by and interpreted in accordance with the Laws of England and
(except where there is a valid submission to arbitration under English Law and
in accordance with this Lease) the parties submit to the non-exclusive
jurisdiction of the High Court of Justices in England


 


THIS LEASE has been executed as
a deed and delivered on the date stated at the beginning of this Lease


 





















 


THE FIRST SCHEDULE


 


(Rights Granted)


 


The following rights are hereby
granted (in common with the Landlord and the Management Company and all others
having like rights):-


 


1.             The
right of full free and uninterrupted passage and running of Utilities from and
to the Demised Premises through the Conducting Media (if any) now serving the
Demised Premises and now laid or constructed in or under the Estate or the
Retained Land


 


2.             The
rights of support and protection and all other easements and rights for the benefit
of the Demised Premises at the date of this Lease which are enjoyed or belong
to the Landlord, Management Company and other tenants of the Estate


 


3.             The
right for the eaves gutters spouts downpipes chimney cappings balances flues
foundations and other similar structures incidental to the user of the Demised Premises
to overhang or protrude beneath the adjoining parts of the Estate


 


4.             The
right for the Tenant of the Demised Premises his or their employees and
visitors to enter pass and repass at all times with or without vehicles over
and along the Common Parts Access Ways and the Forecourts (if any) for the
purposes of access to and egress from the Demised Premises the Forecourts (if
any) and the Designated Car Parks


 


5.             The
right to use the bin store and any other facilities intended by the Landlord to
be used in common on the Estate for the reasonable purpose intended together
with a right of access to and egress from those facilities


 


6.             The
exclusive right to park motor vehicles on the Designated Car Parks and the
Forecourts (if any)


 


7.             The
right at all reasonable times and upon reasonable prior notice to the Landlord
or the Management Company (except in emergency when no notice is required) for
the Tenant and all persons authorized by it with or without tools materials
plant and equipment to enter on adjoining parts of the Estate to carry out any
works to the Demised Premises the person exercising such right making good all
damage to the adjoining parts of the Estate so caused


 


8.             The
right to display signs or plaques at the head of each parking bay


 





















 


THE SECOND SCHEDULE


 


(Rights Excepted and Reserved)


 


The following rights are hereby
excepted and reserved to the Landlord:


 


1.             The
right of full free and uninterrupted passage and running of Utilities from and
to the other parts of the Estate and/or the Retained Land through the
Conducting Media (if any) now serving the other parts of the Estate and/or the
Retained Land and now laid or constructed in or under the Demised Premises
together with the right to inspect maintain cleanse repair renew or relay the
same after giving (save in case of emergency) reasonable prior written notice
of at least 48 Hours to enter the Demised Premises for such purpose or purposes
the party so entering causing as little damage and inconvenience as is
reasonably practicable so not to materially affect the Tenant’s use enjoyment
or access and making good promptly any physical damage caused to the Demised Premises


 


2.             The
rights of light air support and shelter and all other easements and rights now
or within the Perpetuity Period belonging to or enjoyed by any other building
constructed on the Estate or the Retained Land provided that such rights and
easements shall not adversely or materially affect the Demised Premises


 


3.             The
right for the eaves gutters spouts downpipes chimney cappings flues foundations
and other similar structures incidental to the user of the other buildings on
the Estate or the Retained Land to overhang or protrude onto or beneath the
Demised Premises


 


4.             The
right at reasonable times and upon reasonable written notice of not less than
48 hours except in case of emergency to enter (or in case of emergency to break
into and enter) the Demised Premises


 


(a)           to
inspect cleanse repair the Conducting Media referred to in paragraph 1 of this
Schedule


 


(b)           to
view the state and condition of and repair and maintain any other parts of the
Estate or the Retained Land where such viewing or work would not otherwise be
reasonably practicable


 


(c)           to
carry out work or do anything whatever comprised within the Landlord’s obligations
in this Lease


 


(d)           take
schedules or inventories of fixtures and other items to be yielded up on the
expiry of the Term and


 


(e)           to
exercise any of the rights granted to the Landlord by this Lease


 





















 


THE THIRD SCHEDULE


 


(Covenants by the Tenant)


 


Part 1

Covenants Enforceable by the Landlord and the Management Company


 


1.             To
pay the rents reserved by this Lease on the days and in the manner provided in
this Lease and not to exercise any right or claim to withhold rent or any right
or claim to legal or equitable set-off and if so required in writing by the
Landlord to make such payments by banker’s order or credit transfer to any bank
and account in the United Kingdom that the Landlord may from time to time nominate


 


2.             If
any sums payable by the Tenant pursuant to this Lease are not paid within 14
days of the due date whether formally demanded or not to pay interest at the
rate of four per cent (4%) above National Westminster Bank PLC Base Rate from
time to time from the due date until the date of actual payment and such
interest shall be deemed to be rent due to the Landlord


 


3.             To
yield up at the termination of the Term the Demised Premises together with any
additions or improvements save the Tenant’s fixtures and fittings (which
include for the avoidance of doubt any air conditioning plant or related
equipment) if the Tenant so requires in such good repair order and condition as
shall be consistent in all respects with the due performance and observance of
the covenants on the part of the Tenant and the conditions in this Lease and to
give up all keys of the Demised Premises to the Landlord and to remove all
signs if reasonably requested to do so in writing by the Landlord erected by
the Tenant in upon or near the Demised Premises and to make good any physical
damage caused to the Demised Premises by such removal as soon as is reasonably
practicable


 


4.             To
pay on an indemnity basis all costs charges and expenses (including legal and
surveyors costs and fees) incurred by the Landlord


 


(a)           in
or in contemplation of any proceedings or service of any notice under Sections
146 and 147 of the Law of Property Act 1925 including the reasonable costs
charges and expenses of and incidental to the inspection of the Demised Premises
the drawing up of schedules of dilapidations and notices and any inspection to
ascertain whether any notice has been complied with and such costs charges and
expenses shall be paid whether or not forfeiture for any breach shall be avoided
otherwise than by relief granted by the Court


 


(b)           in
relation to or incidental to every application made by the Tenant for a consent
or licence required by the provisions of this lease whether such


 





















 


consent or licence is granted or refused or
proffered subject to any qualification or condition of whether the application
is withdrawn


 


(c)           the
recovery or attempted recovery of arrears of rent or other sums due from the
Tenant


 


5.             To
pay and discharge and indemnify the Landlord against all rates taxes
assessments charges duties and other outgoings whatsoever save those of a
capital nature whether parliamentary parochial or of any other kind which are
now or during the Term assessed or charged on the occupier of the Demised Premises
and where any are assessed on the Demised Premises together with other property
then to pay a fair and reasonable proportion attributable to the Premises which
is to be fairly and reasonably determined by the Landlord except that the
Tenant is not responsible for anything properly payable by the Landlord in
respect of:


 


(1)           dealing
or deemed dealing of its reversionary interest in the Demised Premises


 


(2)           the
rent and other payments payable under this Lease


 


(3)           the
granting of this Lease


 


(4)           profits
or amenities of the Landlord


 


6.             To
pay and indemnify the Landlord against VAT chargeable in respect of any payment
made by the Tenant under any of the terms of or in connection with this lease
or in respect of any payment made by the Landlord where the tenant agrees in
this lease to reimburse the Landlord for such payment provided that the
Landlord shall have previously delivered to the Tenant a valid VAT invoice
addressed to the Tenant for the full amount at least one calendar month before
the payment is due


 


7.             To
pay to the suppliers and indemnify the Landlord against all charges for
electricity gas and other services consumed or used at or in relation to the
Demised Premises (including meter rents)


 


8.             To
keep the Management Company and the Landlord indemnified in respect of charges
for services payable in respect of the Demised Premises which the Landlord or
the Management Company are from time to time during the Term called upon to pay
such sums to be repaid to the Landlord or Management Company on demand


 


9.             To
keep the Demised Premises in good repair at all times during the Term excepting
damage caused by an Insured Risk (other than where the insurance money is
irrecoverable in consequence or any act or default of the Tenant or anyone at
the Demised Premises expressly with the Tenant’s authority) or damage


 





















 


caused by a Defect provided further that
nothing in this Lease shall be construed as obliging the Tenant to remedy any
Defect of which existence the Tenant has during the term notified to the
Landlord or any want of repair which is attributable to such Defect which
manifests itself at any time during the Term


 


10.           As
often as may be necessary and in the year preceding the termination of the Term
to redecorate with materials of good quality and in a proper and workmanlike
manner all appropriate internal and external surfaces of the Demised Premises
to the reasonable satisfaction of the Surveyor insofar as they may have
deteriorated through the Tenant’s use and occupation of the Demises Premises
and not normal wear and tear


 


11.           To
clean the Demised Premises and keep them in clean condition and to clean all
the internal and external surfaces of all windows of the Demised Premises as
often as reasonably necessary


 


12            To
permit the Landlord or the Management Company or their respective agents with
or without workmen and other at any convenient hours in the day-time provided
they give the Tenant prior written notice to enter the Demised Premises to take
inventories of the Landlord’s fixtures fittings and appliances and to view the
condition and upon written notice being given to the Tenant specifying any
repair or works necessary to be done for which the Tenant is liable as soon as
is reasonably practicable to comply with the notice and if the Tenant shall not
within thirty days after the service of such notice proceed diligently with the
execution of such repairs or works then to permit the Landlord or the
Management Company or their respective agents with or without workmen materials
and appliances to enter the Demised Premises and cause such repairs or works to
be executed and the proper and reasonable cost shall be payable by the Tenant
with 21 days of written demand


 


13.           To
make good any damage to any part of the Demised Premises caused by any act or
omission or negligence of any occupant of or person using the Demised Premises
and (without prejudice to the generality of the foregoing) not to damage or
interfere with the Conducting Media or any fire-fighting appliances (if any)


 


14.           Not
to bring into the Demised Premises any article which will impose undue
stress or strain to any part of the floor surface or structure or any
article which is or may become dangerous to the building or the occupants
or visitors


 


15.           Not
to do or permit or suffer to be done any act matter or thing on or in respect
of the Demised Premises which contravenes the provisions of the Town and
Country Planning Act 1990 the Planning (Listed Buildings and Conservation
Areas) Act 1990 or any enactment amending or replacing such Acts and to keep
the Landlord and the Management Company indemnified against all claims demands
and liabilities in respect of any such contravention and at the expense of the
Tenant to the extent that this is the responsibility of the Tenant to obtain
all planning


 





















 


permissions and to serve all such notices as
may be required for the carrying out of any operations or user on the Demised Premises
which may constitute Development provided that no application for planning
permission shall be made without the previous consent of the Landlord such
consent not being unreasonably withheld or delayed


 


16.           To
comply with and make all reasonable endeavours to ensure that all persons
occupying or visiting the Demised Premises or any part of the Estate shall
comply with the Regulations


 


17.           To
deliver to the Landlord as soon as reasonably practicable a copy of every
notice or other documents of whatever description affecting or likely to affect
the Demised Premises or any part received by the Tenant from any authority or
person whatsoever and at the cost and request of the Landlord to make or join
with the Landlord on making such objections or representations against or in
respect of any notice or other document as the Landlord shall deem expedient


 


18.           To
comply in all respects at the Tenant’s own costs with provisions of any statute
statutory instrument order rule or regulation and of any order direction
or requirement made or given by any planning authority or the appropriate
Minister or Court so far as they affect the Demised Premises and their use and
(so far as they are not the obligations of the Landlord or the Management
Company) so far as the Tenant is liable and as soon as is reasonably
practicable to give notice in writing to the Landlord of the making or giving
of such order direction or requirement


 


19.           As
soon as reasonably practicable after becoming aware of the same to give notice
to the Landlord of any defect in the Demised Premises of which the Tenant is
actually aware which might give rise to an obligation on the Landlord to do or
refrain from doing any act or thing in order to comply with the provisions of
this lease or the duty of care imposed on the Landlord pursuant to the
Defective Premises Act 1972 or otherwise and at all times display and maintain
any reasonable notices which the Landlord may from time to time reasonably
require to be displayed at the Demised Premises


 


20.           Not
to cease carrying on business in the Demised Premises or leave the Demised Premises
continuously unoccupied for more than one month without:


 


(a)           notifying
the Landlord and


 


(b)           providing
such caretaking or security arrangements as the Landlord shall reasonably
require and the insurers shall require in order to protect the Demised Premises
from vandalism theft damage or unlawful occupation


 


21.           Not
to cut maim injure or make any breach in any part of the structure of the
Demised Premises nor in any case to commit or allow any waste or spoil on or


 





















 


about the
Demised Premises


 


22.           Not
to make any alteration whatsoever to the Demised Premises save as permitted by
the provisions of paragraphs 23, 24, and 25 hereafter


 


23.           Subject
to the provisions of paragraph 23 not to make any internal non-structural
alterations to the Demised Premises without the previous consent in writing of
the Management Company such consent not to be unreasonably withheld or delayed


 


24.           On
making application for consent under paragraph 23 to submit to the Management
Company such plans block plans elevations and specifications as the Management
Company shall require and to pay the proper and reasonable legal and surveyors
fees of the Management Company in connection with any such application and to
carry out any work authorised only in accordance with such plans block plans
elevations and specifications as the Management Company (acting reasonably)
shall approve in writing in a good and workmanlike manner and with sound and
suitable materials all of which shall be subject to inspection and reasonable
approval by the Management Company


 


25.           Not
to hold on trust for another or (save pursuant to a transaction permitted by
and effected in accordance with the provisions of this lease) part with the
possession of the whole or any part of the Demised Premises or permit another
to occupy the whole or any part of the Demised Premises


 


26.           Not
to assign or charge part only of the Demised Premises and not to underlet the
whole of the Demised Premises


 


27.           Not
to assign the whole of the Demised Premises without the prior consent of the
Landlord such consent not to be unreasonably withheld delayed PROVIDED THAT without prejudice to the generality of the
foregoing:


 


(a)           it
shall be lawful for the Landlord to impose upon the giving of such consent a
condition that the Tenant enters into an agreement with the Landlord in the
form annexed at the Eighth Schedule; and


 


(b)           for
the purpose of s19(1A) of the Landlord & Tenant Act 1927 (as inserted
by s22 of the Landlord & Tenant (Covenants) Act 1995) it is agreed
between the Landlord and the Tenant both that such consent shall not be
regarded as being unreasonably withheld because of the existence at the time of
the application for consent of all or any of the circumstances set out below
paragraphs (i) to (v) and that such consent shall not be given
subject to unreasonable conditions if it contains a condition that it shall
lapse if all or any of the circumstances set out below in paragraphs
(i) to (v) are in existence at any time after the giving of such
consent and before the completion of the transaction to which such consent has
been given


 





















 


(i)            the
assignee will not furnish the Landlord with a guarantee in the form of the
Guarantor’s Covenants from a guarantor acceptable to the Landlord PROVIDED THAT
if the Tenant shall disagree with the Landlord’s determination of whether or
not a proposed guarantor is acceptable for these purposes the Tenant shall
subject to the provisions of paragraph 29 below be entitled to have the
determination reviewed by an independent expert appointed and acting reasonably
in accordance with the provisions of paragraph 29 below (“the Expert”)


 


(ii)           the
assignee will not deposit with the Landlord an amount equal to three months’
rent due under this Lease at the time of the assignment


 


(iii)          the
Demised Premises are not in the state and condition required by full compliance
with the terms of the covenants on the part of the Tenant contained in this
Lease


 


(iv)          there
is a subsisting breach of any of the other covenants on the part of the Tenant
contained in this Lease


 


28.           If the Tenant is
entitled to have any determination of the Landlord reviewed by the Expert and
wishes there to be such review then:


 


(a)           the Tenant shall send
the Landlord written notice of his wish stating the name and address of the
person the Tenant would wish to be appointed as the Expert


 


(b)           the Expert shall be a
Chartered Surveyor and a member of the Royal Institution of Chartered Surveyors


 


(c)           If the Landlord does
not forthwith on receipt of the Tenant’s said notice agree to the appointment
of the person proposed by the Landlord the Expert may be appointed by the
President for the time being of the Royal Institution of Chartered Surveyors
(or such other person as is delegated by him to make such appointments) on the
application of either the Landlord or the Tenant provided that nothing herein
shall prevent the appointment or replacement of the Expert by agreement between
the Landlord and the Tenant at any time


 


(d)           the Expert shall act as
an expert not as an arbitrator


 


(e)           the Expert shall be
entitled to make his own determination of the matter in dispute between the
Landlord and the Tenant and this determination shall


 





















 


be substituted
for the original determination of the Landlord and shall (if contrary) be
binding on the Landlord and the Tenant


 


29.           On a permitted
assignment to a limited company and if the Landlord shall reasonably so require
to procure that at least two directors of the company or some other guarantor
or guarantors acceptable to the Landlord enter into direct covenants with the
Landlord in the form of the Guarantor’s Covenants contained in this lease with
the Assignee substituted for ‘the Tenant’


 


30.           Within twenty-eight
days of any assignment or charge or any transmission or other devolution
relating to the Demised Premises to produce for registration with the Landlord’s
solicitor such deed or document or a certified copy of it and to pay the
Landlord’s solicitor’s reasonable charges for the registration of every such
document such charges not being less than £30 (thirty pounds)


 


31.           Notwithstanding the
provisions of the preceding paragraphs the Tenant may share the occupation of
the whole or any part of the Demised Premises with a company which is a member
of the same group as the Tenant (within the meaning of Section 42 of the 1954
Act) for so long as both companies shall remain members of that group or and
for so long as such share ownership remains and otherwise than in a manner that
transfers or creates a legal estate


 


32.           Not to interfere with
or obstruct in the performance of the duties from time to time imposed upon him
by the Management Company by any employee or servant of the Management Company


 


33            Not to use or occupy
nor permit the Demised Premises to be used or occupied for any purpose
whatsoever other than the Permitted User


 


34.           If called upon to do so
to produce or furnish to the Landlord or the Surveyor:


 


(a)                                  all
plans documents and other evidence as the Landlord may require in order to
satisfy itself that the provisions of this lease have been complied with


 


(b)                                 such
information as may reasonable be requested in writing in relation to any
pending or intended step under the 1954 Act


 


35.           To permit the Landlord
at any time during the last six months of the Contractual Term and at any time
thereafter or sooner if the rents or any part of them shall be in arrear and
unpaid for longer than twenty-eight days to enter upon the Demised Premises and
affix and retain anywhere upon the Demised Premises a notice for reletting the
Demised Premises and during such period to permit persons with the written
authority of the Landlord or its agents at reasonable times of the day to view
the Demised Premises so long as reasonable prior written notice of not less


 





















 


than 48 hours is given to
the Tenant


 


36.           Not to stop up darken or obstruct any windows
or light belonging to the Demised Premises


 


37.           To take all reasonable steps at the cost and
expense of the Landlord to prevent any new window light opening doorway path
passage pipe or other encroachment or easement being made or acquired in
against out of or upon the Demised Premises and to notify the Landlord as soon
as practicable if any such encroachment or easement shall be made or acquired
(or attempted to be made or acquired) and at the reasonable request of the
Landlord to adopt such means as shall be required to prevent such encroachment
or the acquisition of any such easement


 


38.           To ensure that at all times the Landlord has
and the local Police force has written notice of the name home address and home
telephone number of at least two keyholders of the Demised Premises


 


39.           To permit upon reasonable prior written
notice at any time during the Term prospective purchasers of or agents
instructed in connection with the sale of the Landlord’s reversion or of any
other interest superior to the Term to view the Demised Premises without
interruption provided they are authorised in writing by the Landlord or its
agents


 


40.           To permit the Landlord at any time during the
Term to enter upon the Demised Premises and affix and retain anywhere upon the
Demised Premises a notice for selling the Landlord’s reversion or of any other
interest superior to the Term and during such period to permit persons with the
written authority of the Landlord or its agent at reasonable times of the day
to view the Demised Premises so long as prior written notice is given to the
Tenant of not less than 48 hours provided that any such notice does not obscure
the windows doors or any fascia or trading sign of the Tenant and clearly
indicates the interest being disposed of


 


41.           Within 21 days of the death during the Term
of any Guarantor or of such person becoming bankrupt having a receiving order
made against him having an interim receiver appointed in respect of his
property or having a receiver appointed under the Mental Health Act 1983 or
being a company passing a resolution to wind up or entering into liquidation
having a receiver appointed having an administration order made or upon any
person becoming entitled to exercise in respect of it the powers of an
administrative receiver to give notice of this fact to the Landlord and if so
reasonably required by the Landlord at the expense of the Tenant within
twenty-eight days to procure some other person acceptable to the Landlord to
execute a guarantee in respect of the Tenant’s obligations contained in the
lease in the form of the Guarantor’s covenants contained in this lease


 





















 


THE
THIRD SCHEDULE


 


(Covenants
by the Tenant)


 


Part 2


Covenants
enforceable by the Landlord the Management


Company
and tenants of the Properties


 


 


1.             Not to obstruct at any time any part of the Access Ways so far as is reasonably practicable


 


2.             Not to park or permit the parking of motor vehicles upon the Estate other than the Designated
Car Parks or the Forecourts (if any)


 


3.             Not to use or permit
or suffer the Demised Premises to be used for any illegal immoral or improper
purpose and not to knowingly do permit or suffer on the Demised Premises any
act or thing which is or may become a nuisance damage annoyance or
inconvenience to the Landlord and to pay all reasonable and proper (or a fair
proportion) costs charges and expenses of abating a nuisance and executing all
such work as may be necessary for abating a nuisance or for carrying out works
in obedience to a notice served by a local authority insofar as they are the
liability of or wholly or partially attributable to the default of the Tenant


 


4.             Not to exhibit any
notice advertisement name place notice for sale or placard of any kind upon the
Demised Premises or upon the other parts of the Estate save for a sign on the
Demised Premises stating the Tenant’s name and business and save clause 9 of
the First Schedule


 


5.             Not to bring keep
stack layout store or deposit any goods materials refuse or other objects
outside the Demised Premises whatsoever on the Estate except in those areas as
notified for such use by the Management Company


 


6.             Not to keep or suffer
to remain on the Demised Premises any animals or birds nor to use any part of
the Demised Premises for the purposes of breeding or boarding of animals or
birds


 


7.             Not to knowingly
permit to be discharged into any Conducting Media any oil or grease or any
deleterious objectionable dangerous poisonous or explosive matter


 





















 


THE FOURTH SCHEDULE


 


(Covenant on the Part of the Landlord and the Management Company)


 


1.             Quiet
Enjoyment


 


That the
Tenant shall peaceably hold and enjoy the Demised Premises and the rights
granted by this Lease during the Term without any lawful interruption from or
by the Landlord any superior landlord or any person lawfully claiming under or
in trust for it or by title paramount


 


2.             Defects


 


2.1           Not
to charge or seek to charge the Tenant through the service charge payable by
the Tenant otherwise the cost of rectification of any inherent or latent defect
or Defect in the construction of the Demised Premises the Estate or Estate
facilities which manifests itself


 


3.             To
manage the Estate in the interests of good estate management and at the
Tenant’s reasonable request to enforce covenants on the part of other persons
in the Estate for the benefit of the Estate and to maintain the same as a high
class development


 


4.             The
Landlord covenants that it will as soon as reasonably practicable and at its
own cost and expense undertake any works in relation to the Demised Premises in
respect of the Defects and to comply with any environmental regulation
condition or legislation provided always that no such cost or expenditure be
recharged to the tenants of the Estate via the Service Charge or otherwise


 


5.             In
this clause:


 


“Contamination”
means the presence in, on, under over the Demised Premises of any Hazardous
Material at any time whether before, on or after the date of this Lease and/or
the migration or other escape of any such Hazardous Materials from the Demised
Premises at any time whether before, on or after the date of this Lease save
where such Contamination arises from the acts or omissions of the Tenant


 


“Hazardous
Material” means any substance, whether in solid, liquid or gaseous form, which
is capable of causing harm to human health or to the environment (that is to
say, air, water and land and any living organism or eco-system supported by any
of them) whether on its own in combination with any other substance


 





















 


5.1           Notwithstanding any
other provision of this Lease it is acknowledged and agreed between the
Landlord and the Tenant as follows:


 


5.1.1        The Tenant shall have no
liability under the terms of this Lease or otherwise howsoever arising in
respect of Contamination;


 


5.1.2        The Tenant shall not be
required by this Lease to make good rectify remove treat or make harmless any
Contamination or to pay the costs of doing so;


 


5.1.3        This acknowledgement is
made in accordance with the relevant statutory guidance to exclude the Tenant
(and all persons deriving title through or under the Tenant) from liability as
an appropriate person to bear responsibility for any costs and liability
whatsoever arising from any Contamination


 


5.2           The Landlord shall
indemnify the Tenant (and those claiming title through or under it) against any
costs claims losses and liabilities suffered or incurred by the Tenant arising
directly or indirectly from Contamination


 


5.3           If and whenever the
Landlord during the Term requires to carry out any works in respect of the
Contamination so that the Tenant’s use or access to enjoyment of the Demised
Premises is affected the Tenant may terminate this Lease forthwith or elect to
not pay the rents set out in clause 2.1 of the Lease until such remediation
work is carried out to the Tenant’s reasonable satisfaction


 


5.4           For the avoidance of
doubt the Tenant shall remain liable for any Contamination which results to the
Demised Premises or the Estate for any Hazardous Material brought on to the
Demised Premises or the Estate by the Tenant its employees visitors and licensees


 





















 


THE FIFTH SCHEDULE


 


(The Services)


 


1.             To maintain in good
and substantial repair and condition and to repair replace where beyond
economic repair resurface cleanse and keep open and free from obstructions and
detritus the Access Ways the Forecourts (if any) and the Designated Car Parks


 


2.             To keep the Landscaped
Areas in a proper state of repair and condition and suitably landscaped and
planted


 


3.             To clean maintain
renew and repair such of the Conducting Media now or during the Perpetuity
Period laid or constructed in or under the Estate and used by the Demised
Premises in common with any other buildings or part thereof at the Estate but
for the avoidance of doubt not those Conducting Media which exclusively serve
and lie in on or under the Demised Premises or those for which some other
authority company or person has responsibility


 


4.             Following
construction forever thereafter to maintain any boundary walls and fences of
the Estate but for the avoidance of doubt not those which are the
responsibility of owners or occupiers of the buildings


 


5.             Where appropriate to
take all necessary steps to clean redecorate repaint and otherwise treat and
maintain on a regular basis the Estate


 


6.             To provide and
operate a means of collection storage and disposal of refuse and rubbish
(including litter and pest control) arising or occurring on the Estate
including the provision of a storage area (within such other suitable area
allocated and notified by the Management Company within the Estate) for the
storage of a waste bin by the tenants


 


7.             To provide suitable
hard and soft landscaping and planting and trees and/or shrubs and to keep such
parts of the Landscaped Areas or the Estate as in the reasonable opinion of the
Management Company appropriate therefor laid out with hard and soft landscaping
and planting and trees and/or shrubs in good order and condition and properly
tended maintained cultivated and planted including where appropriate or
necessary reconstruction or replanting


 


8.             To effect maintain
and renew such insurances for the Estate where necessary on commercial terms
and in amounts to be reasonably determined by the Management Company against
loss or damage by fire lightning explosion aircraft (other than hostile
aircraft) and other aerial devices or articles dropped therefrom earthquake
riot civil commotion and malicious damage storm or tempest flood


 





















 


bursting or overflowing
or water tanks apparatus or pipes impact by road vehicles and against public
liability and damage to property and injury or death of persons and all such
other risks as the Management Company may from time to time reasonably consider
desirable in such sum (including professional fees and cost of demolition) as
the Management Company may reasonably consider appropriate


 


9.             To effect maintain
and renew such insurances on adequate and commercial terms and in amounts to be
reasonably determined by the Management Company against any appropriate
liabilities to third parties or any occupier of properties within the buildings
on account of the condition of the Estate or any part thereof and against such
other perils as the Management Company shall reasonably deem appropriate


 


10.           If the Estate shall be
destroyed or damaged by an Insured Risk then subject to obtaining all necessary
planning consents or permissions with all convenient speed to lay out all
insurance moneys received in rebuilding or reinstating the Estate in
substantially the same form or with such variations as the Management Company
may reasonably require and if the insurance moneys shall be insufficient to
make good any deficiency out of its own monies save to the extent that such
deficiency is due to the act or default of the Tenant or other occupants of the
buildings or any of their servants agents or licensees


 


11.           To provide any water
fuel oil gas electricity and other energy and supply services as may be
properly and reasonably required for use in running or operating any of the
services to the Estate


 


12.           To light to an adequate
and sufficient standard throughout such periods of the day and night as may be
requisite all parts of the Estate to which access is available in fact or by
right


 


13.           To erect place maintain
renew and replace and where relevant operate upon the Estate as often as may be
necessary direction signs and notices seats and other fixtures fittings and
chattels as the Management Company acting reasonably shall deem appropriate for
the Estate in the interests of good estate management


 


14.           To administer and
manage the Estate (including the employment of all such managers professional
and other advisers in connection therewith as it may acting reasonably deem
necessary) provided that if the Management Company shall fulfil any such
functions itself it shall be entitled to charge to reasonable fee therefor
(together with Value Added Tax provided that the Management Company provides
the Tenant with a VAT invoice one calendar month before the payment due date)


 


15.           Carrying out all other
work or providing goods and services of any kind whatsoever which from time to
time may reasonably be considered necessary or


 





















 


desirable in
connection with the provision of the Services


 


16.           Carrying out any works
to the Estate comply with any statute (other than works for which any owner or
occupier of the buildings is responsible) and to take any reasonable steps
deemed desirable or expedient by the Management Company for complying with
making representations against or otherwise contesting the incidence of the
provisions of any statute including those concerning town planning public
health fire precautions highways streets drainage or other matters which may
affect the Estate (other than such matters which relate only to owners or
occupiers of any adjoining or neighbouring property)


 


17.           The payment of all
existing and future rates (including water rates) taxes assessments charges and
outgoings whether parliamentary local or otherwise whether of the nature of
capital revenue and even though of a wholly novel character which now be rated
taxed assessed charged or imposed upon the Estate


 





















 


THE SIXTH
SCHEDULE


 


(Provisions
governing the Service Charge)


 


Part 1


(Costs and
expenses included in the Service Charge)


 


The aggregate of all costs
charges commissions premiums fees expenses interest taxes and other outgoings
whatsoever reasonably and properly incurred paid or provided for by the
Management Company in or in connection with the following:-


 


1.             The
provision of the Services


 


2.             The
provision supplying and running of water gas electricity telephone
telecommunications and all other services whatsoever required in respect of the
Estate and which are not the sole responsibility of any one occupier


 


3.             Providing
operating inspecting testing servicing overhauling repairing maintaining and
cleaning and when requisite modifying renewing or replacing any security
surveillance or monitoring apparatus which the Management Company acting
reasonably may from time to time supply for the general benefit of the Estate


 


4.             The
provision of a security service or other security arrangements for the general
benefit of the Estate as the Management Company may acting reasonably deem
appropriate from time to time


 


5.             Employing
or obtaining the services (whether on a full or part time basis) of such
persons as the Management Company reasonably considers necessary or desirable
in the interests of good estate management for the provision of the Services


 


6.             Making
representations in respect of or otherwise contesting or dealing with any
notice regulation or order of any competent local or other authority in
relation to the Estate and also consulting with any such authority in relation
to any planning applications or other planning matters relating to the Estate
in order to ensure that the Management Company is adequately informed in
relation to such applications or other matters


 


7.             The
payment of the rentcharges imposed by the Transfer dated 17th October 2000 made
between (1) Derby City Council and (2) the Landlord


 


8.             The
administration and management of the Estate and the performance of the
Management Company’s obligations in respect thereof pursuant to the provisions
of this deed including the proper and reasonable fees charges costs expenses
and disbursements of any solicitors accountants surveyors valuers architects or
other


 





















 


professional advisers whom the Management
Company may from time to time reasonably employ in connection therewith and in
the preparation of statements or certificates and the auditing of the Service
Charge


 


9.             The
carrying out of all other works or the doing of any other act or thing or
providing services of any kind which the Management Company may from time to
time reasonably consider necessary or desirable for the purpose of the
maintenance or the good overall management of the Estate or its amenities or
otherwise for the general benefit of the Estate and Buildings or their occupiers
Provided that in respect of any item which (i) has not been incurred as a
material sum in any previous Financial Year and is not within any category of
expenditure previously mentioned in this Schedule and (ii) constitutes
a material sum in the reasonable opinion of the Management Company it shall be
a condition precedent to the ability of the Management Company to enforce
payment by the Tenant of the Service Charge in respect of such item that it
shall be approved by a special resolution of the Management Company


 


10.           Such
sum (if any) by way of reasonable provision for anticipated future expenditure
in respect of any costs mentioned in this Schedule as the Management
Company shall reasonably decide should be reserved in a sinking fund against
such expenditure as being prudent and reasonable in the circumstances which sum
shall (so far as actually paid) from time to time be deposited by the
Management Company with such bank or building society as the Management Company
may select in a prudent and reasonable way (provided that the Management
Company shall not be responsible to the Tenant for obtaining the best rate of
interest upon such sums) and all interest earned thereon in any Financial Year
shall be deducted in calculating the Service Charge for the next Financial Year
subject however to the deduction of any tax which may be payable in respect of
such interest


 


Provided always that the costs incurred in providing the following
services shall not be taken into account in calculating the Service Charge:


 


(a)           the
remedying of any Defect in the Estate or the Demised Premises


 


(b)           the
cost of any works where the said cost is recoverable by any third party for any
reason whatsoever


 


(c)           the
initial capital cost of the construction in connection with the buildings on
the Estate or the Demised Premises or any plant or equipment serving the same


 





















 


THE SIXTH
SCHEDULE


 


(Provisions
governing the Service Charge)


 


Part 2


(Payment
of the Service Charge)


 


1.             The
Management Company shall as soon as convenient but not later than six months
after the Computing Date prepare an account showing the Annual Expenditure for
the Financial Year ending on that Computing Date and containing a fair full and
accurate summary of the expenditure referred to in it and upon such account being
certified by an independent auditor it shall be conclusive evidence for the
purposes of this Lease of all matters of fact referred to in the account save
where there is a manifest error


 


2.             The
Tenant shall pay for the period from the [16 October 2003] to the
Computing Date next following the Initial Provisional Service Charge the first
payment to be paid on [demand] and the subsequent payments to be made in
advance on the Computing Date in each year (or by such other instalments as the
Management Company may reasonably require)


 


3.             The
Tenant shall pay for the next and each subsequent Financial Year after the
first Computing Date a provisional sum calculated upon an reasonable and proper
estimate by the Management Company what the Annual Expenditure is likely to be
for that Financial Year as notified in writing to the Tenant prior to the
commencement of each Financial Year by four equal instalments (or such other
instalments as the Management Company may reasonably require) in advance on the
usual quarter days in each year


 


4.             If
the provisional sum in respect of any Financial Year is not notified to the
Tenant before the commencement of such Financial Year the Tenant shall continue
to pay quarterly instalments for such Financial Year at the rate last payable
by it until such notification is made and thereupon the Tenant shall pay to the
Management Company the difference between the amount already paid by the Tenant
for that Financial Year and the amount which would have been payable if such
notification had been made


 


5.             If
the Service Charge for any Financial Year shall:-


 


(a)           exceed
the provisional sum for that Financial Year the excess shall be due to the
Management Company within 14 days of written demand or


 


(b)           be
less that such provisional sum the overpayment shall be credited to the Tenant
against the next quarterly payment of the Service Charge


 





















 


6.             The
audited statement above referred to shall (save in the case of manifest error)
be final and binding on the parties and Tenant shall not be entitled to object
to any item comprised in the Annual Expenditure by reason that the materials
work or service in question might have been provided or performed at a lower
cost or by reason that the item in question was not included in the estimate
above referred to but the Tenant shall be entitled to inspect vouchers in
respect of costs incurred by the Management Company and take copies of them


 


7.             The
Management Company may withhold add to extend vary or make any alteration in
the rendering of the Services or any of them from time to time provided that
the same complies with the principles of good estate management and is
reasonable in all the circumstances


 


8.             If
at any time during the Perpetuity Period the total property enjoying or capable
of enjoying the benefit of any Services is increased or decreased on a
permanent basis or the benefit of any of the Services is extended on a like
basis to any adjoining or neighbouring property or if some other event occurs a
result of which is that the Service Charge Share is no longer appropriate to the
Demised Premises the Service Charge Share shall be varied by the Management
Company acting reasonably with effect from the Computing Date following such
event by agreement between the parties or in default of agreement within 3
months of the first proposal for variation made by the Management Company
acting reasonably in such manner as shall be fair and reasonable in the light
of the event in question


 





















 


THE
SEVENTH SCHEDULE


 


(Matters
to which the Demised Premises are subject)


 


All rights easements quasi-easements restrictions covenants and
liabilities affecting the Demised Premises mentioned in Title Number DY330312
dated 16 October 2002


 





















 


THE EIGHTH
SCHEDULE


 


(Authorised
Guarantee Agreement)


 


This Guarantee Agreement is
made the
            day of
               19        


 


Between:


 


(1)           [                                                  ]
of
[                              ]


(hereinafter called “the Landlord”) which
expression where the context admits includes successors and assigns) and


 


(2)           [                                                  ]
of
[                              ]


(hereinafter called “the Tenant”)


 


Whereas:


 


(1)           The
reversion immediately expectant on the determination of the term created by the
tenancy specified in the Schedule hereto (hereinafter called “the Lease”)
is now/remains vested in the Landlord


 


(2)           The
term created by the Lease is now/remains vested in the Tenant


 


(3)           The
Tenant wishes to assign the residue of the said term to 5.9 (hereinafter called
“the Assignee”) but is required by of the Lease to obtain the consent of the
Landlord hereto


 


(4)           The
Landlord has consented to the said assignment upon the condition that the
Tenant enters into this guarantee agreement


 


IT IS HEREBY AGREED
as follows:


 


1.             In
pursuance of the condition mentioned in recital (4) above the Tenant as
principal debtor guarantees that the Assignee will duly observe and perform the
covenants of the Tenant under the Lease from the date of the assignment of the
term created by the Lease to the Assignee until such time as the Assignee is
released from those covenants by virtue of the provisions of the Landlord and
Tenant (Covenants) Act 1995 and that during such time if the Assignee shall
make any default in the payment of rents or in observing or performing any of
the covenants or other terms of the Lease the Tenant will pay the rents and 


 





















 


observe or
perform the covenants or terms in respect of which the Assignee shall be in
default and make good to the Landlord on demand and indemnify costs and
expenses arising or incurred by the Landlord as a result of such non-payment
non-performance or non-observance notwithstanding:


 


(a)           any
time or indulgence granted by the Landlord to the Assignee or any neglector
forbearance of the Landlord in enforcing the payment or the rents or the
observance or performance of the covenants or other terms of the Lease or any
refusal by the Landlord to accept rents tendered by or on behalf of the
Assignee at a time when the Landlord was entitled (or would, after service of a
notice under the Law of Property Act 1925 Section 146 have been entitled)
to re-enter the premises demised by the Lease


 


(b)           that
the terms of the Lease may have been varied by agreement between the parties


 


(c)           that
the Assignee shall have surrendered part of the premises demised by the Lease
in which event the liability of the Tenant under this Deed shall (so far as the
law allows) continue in respect of the part of the premises not so surrendered
after making any necessary apportionments under the Law of Property Act 1925 Section 140,
and


 


(d)           any
other act or thing by which but for this provision the Tenant would have been
released


 


2.             The
Tenant covenants with the Landlord that in the event of the tenancy assigned by
it being disclaimed it will enter into a new tenancy of the property demised by
the Lease for a term commencing on the date of disclaimer and ending on the
term date of the Lease and upon the terms and conditions of the Lease so far as
may be but so that in any event the Tenant’s covenants are no more onerous than
those contained in the Lease


 


SCHEDULE


Particulars
of lease or other tenancy


 


IN WITNESS whereof
this deed has been executed but remains undelivered until the day and year
first above written


 


EXECUTED as a Deed
on behalf of


[                                                                               ]


by:-


 


 


Director


 


Director/Secretary


 





















 


EXECUTED as a Deed
on behalf of


[                                                                               ]


by:-


 


 


Director


 


Director/Secretary


 





















 


THE NINTH
SCHEDULE


 


(the
Guarantor’s Covenants)


 


The Guarantor covenants with the person first named in this lease and
without the need for any express assignment with all its successors in title
that:


 


1.             To pay observe and perform


 


During the Term the Tenant shall punctually
pay the rents and observe and perform the covenants and other terms in this
lease and if at any time during the Term the Tenant shall make any default in
payment of the rents or in observing or performing any of the covenants or
other terms of this lease the Guarantor will pay the rents and observe or
perform the covenants or terms in respect of which the Tenant shall be in
default and make good to the Landlord on demand and indemnify the Landlord
against all losses damages costs and expenses arising or incurred by the
Landlord as a result of such non-payment non-performance or non-observance
notwithstanding:


 


(a)           any
time or indulgence granted by the Landlord to the Tenant or any neglect or
forbearance of the Landlord in enforcing the payment of the rents or the
observance or performance of the covenants or other terms of this lease or any
refusal by the Landlord to accept rents tendered by or on behalf of the Tenant
at a time when the Landlord was entitled for would after service of a notice
under the Law of Property Act 1925 Section 146 have been entitled) to
re-enter the Demised Premises


 


(b)           that
the terms of this lease may have been varied by agreement between the parties


 


(c)           that
the Tenant shall have surrendered part of the Demised Premises in which event
the liability of the Guarantor under this lease shall continue in respect of
the part of the Demised Premises not so surrendered after making any necessary
apportionments under the Law of Property Act 1925 Section 140 and


 


(d)           any
other act or thing by which but for this provision the Guarantor would have
been released


 


2.             To take a lease
following disclaimer


 


If at any time during the Term the Tenant
(being an individual) shall become bankrupt or (being a company) shall enter
into liquidation and the trustee in bankruptcy or liquidator shall disclaim
this lease the Guarantor shall if the Landlord shall by notice within sixty
days after such disclaimer so require take


 





















 


from the Landlord a lease of the Demised
Premises for the residue of the Term which would have remained had there been
no disclaimer at the Rent then being paid under this lease and subject to the
same covenants and terms as in this lease (except that the Guarantor shall not
be required to procure that any other person is made a party to that lease as
guarantor) such new lease to take effect from the date of such disclaimer and
in such case the Guarantor shall pay the costs of such new lease and execute
and deliver to the Landlord a counterpart of it


 


3.             To make payments following disclaimer


 


If this lease shall be disclaimed and for any
reason the Landlord does not require the Guarantor to accept a new lease of the
Demised Premises the Guarantor shall pay to the Landlord on demand an amount
equal to the rents for the period commencing with the date of such disclaimer
and ending on whichever is the earlier of the following dates:


 


(a)           the
date six months after such disclaimer and


 


(b)           the
date (if any) upon which the Demised Premises are relet


 





















 


THE TENTH
SCHEDULE


 


(the
Insurance Covenants)


 


1              Warranty re
Convictions


 


The Tenant warrants that prior to the
execution of this lease it has disclosed to the Landlord in writing any
conviction judgement or finding of any court or tribunal of which it is aware
relating to the Tenant (or any director other officer or major shareholder of
the Tenant) of such a nature as to be likely to affect the decision of any
insurer or underwriter to grant or to continue insurance of any of the Insured
Risks


 


2              Landlord to
insure


 


The Landlord covenants with the Tenant to
insure the Demised Premises in the joint names of the Landlord and Tenant where
possible unless such insurance shall be vitiated by any act of the Tenant or by
anyone at the Demised Premises expressly or by implication with the Tenant’s
authority


 


3              Details of the
Insurance


 


Insurance shall be effected:


 


(a)           in
such insurance office or with such reputable and substantial underwriters and
through such agency as the Landlord (acting reasonably) may from time to time
decide


 


(b)           for
the following sums:


 


(i)            such
reasonable and proper sum as the Landlord shall from time to time be advised as
being the full cost of rebuilding and reinstatement including architects’
surveyors’ and other professional fees payable upon any applications for
planning permission or other permits or consents that may be required in
relation to the rebuilding or reinstatement of the Demised Premises the cost of
debris removal demolition site clearance accommodation works any works that may
be required by statute and incidental expenses and


 


(ii)           the
loss of Rent payable under this lease from time to time (having regard to any
review of rent which may become due under this lease) for three years or such
longer periods (not exceeding four years) the Landlord may from time to time
reasonably deem to be necessary for the purposes of the planning and carrying
out the rebuilding or reinstatement


 





















 


(c)           against
damage or destruction by the Insured Risks to the extent that such insurance
may ordinarily be arranged for properties such as the Demised Premises with an
insurer of repute and subject to such excesses exclusions or limitations as the
insurer reasonably requires and are accepted as common practice in the
insurance market.


 


4              Payment of
Insurance Rent


 


The Tenant shall pay the Insurance Rent on
the date of this lease for the period from and including the Rent Commencement
Date to the day before the next policy renewal date following the date of this
lease and subsequently the Tenant shall pay the Insurance Rent within twenty
one days of demand and (if so demanded) in advance of the policy renewal date.


 


5              Suspension of
Rent


 


(a)           If
and whenever during the Term:


 


(i)            the
Demised Premises or any part of them or any accessway or services are damaged
or destroyed by any of the Insured Risks (except one against which insurance
may not ordinarily be arranged with an insurer of repute for properties such as
the Demised Premises unless the Landlord has in fact insured against the risk)
so that the Demised Premises or any part of them are unfit for occupation or
use or any of the Estate Roads or the Conducting Media in on under or over the
Adjoining Property that serve the Demised Premises are damaged or destroyed so
that the Demised Premises or any part of them are unfit for immediate
occupation or use and


 


(ii)           payment
of the insurance money is not refused in whole or in part by reason of any act
or default of the Tenant or anyone at the Demised Premises expressly or by
implication with the Tenant’s authority


 


the provisions of paragraph 5(b) shall
have effect


 


(b)           When
the circumstances contemplated in paragraph 5(a) arise the Rents and the
Service Charge or a fair and proper proportion of the Rents and the Service
Charge according to the nature and the extent of the damage sustained shall
cease to be payable until the Demised Premises or the affected parts or the
Estate Roads or Conducting Media shall have been rebuilt or reinstated so that
the Demised Premises or the affected part are made fit for immediate occupation
or use by the Tenant or until the expiration of three years from the
destruction or damage whichever period


 





















 


is the shorter (the amount of such proportion
and the period during which the Rents and Service Charge shall cease to be
payable to be determined by the Surveyor acting as an expert and not as an
arbitrator)


 


6              Reinstatement and
Termination if prevented


 


(a)           If
and whenever during the Term:


 


(i)            the
Demised Premises or any part of them are damaged or destroyed by any of the
Insured Risks (except one against which insurance may not ordinarily be
arranged with an insurer of repute for properties such as the Demised Premises
unless the Landlord has in fact insured against that risk) or any of the Estate
Roads or the Conducting Media in on under or over the Adjoining Property that
serve the Demised Premises are damaged or destroyed so that the Demised Premises
or any part of them are unfit for immediate occupation or use by the Tenant and


 


(ii)           the
payment of the insurance money is not refused in whole or in part by reason of
any act or default of the Tenant or anyone at the Demised Premises expressly or
by implication with the Tenant’s authority


 


the Landlord shall use its best endeavours to
obtain all planning permissions or other permits and consents that may be
required under the Planning Acts or other statutes (if any) to enable the
Landlord to rebuild and reinstate (‘Permissions’)


 


(b)           Subject
to the provisions of paragraphs 6(c) and 6(d) the Landlord shall as
soon as the Permissions have been obtained or immediately where no Permissions
are required apply all money received in respect of such insurance (except sums
in respect of loss of Rent) and make up any deficiency out of its own monies in
rebuilding or reinstating the Demised Premises the Common Parts or Conducting
Media so destroyed or damaged PROVIDED that in the event of substantial damage
to or destruction of the Demised Premises by an Insured Risk the above
provisions shall have effect as if they obliged the Landlord (subject as
provided above) to rebuild and reinstate the Demised Premises the Common Parts
or Conducting Media either in the form in which they were immediately before
the occurrence of the destruction or damage or with such modifications as


 


(i)            may
be required by any competent authority as a condition of the grant of any of
the Permissions and/or


 





















 


(ii)           the
Landlord may make to reflect then current good building practice and/or


 


(iii)          the
Landlord may otherwise reasonably require


 


but so that the Landlord shall in any event
provide in the Demised Premises as rebuilt and reinstated accommodation for the
Tenant no less convenient and commodious than those which existed immediately
before the occurrence of the destruction or damage


 


(c)           For
the purpose of this paragraph the expression “Supervening Events” means:


 


(i)            the
Landlord has failed despite using its best endeavours to obtain the Permissions


 


(ii)           any
of the Permissions have been granted subject to a lawful condition with which
in all the circumstances it would be unreasonable to expect the Landlord to
comply


 


(iii)          some
defect or deficiency in the site upon which the rebuilding or reinstatement is
to take place would mean that the same could only be undertaken at a cost that
would be unreasonable in all the circumstances


 


(iv)          the
Landlord is unable to obtain access to the site for the purposes of rebuilding
or reinstating


 


(v)           the
cost of rebuilding or reinstating would exceed the amount received in respect
of the insurance effected by the Landlord pursuant to this paragraph (expect
sums in respect of loss of Rent)


 


(vi)          the
rebuilding or reinstating is prevented by war act of God Government action
strike lock-out or


 


(vii)         any
other circumstances beyond the control of the Landlord


 


(d)           the
Landlord shall not be liable to rebuild or reinstate the Demised Premises or
the Common Parts or Conducting Media if and for so long as such rebuilding or
reinstating is prevented by Supervening Events


 


(e)           If
upon the expiry of a period of twelve months commencing on the date of the
damage or destruction the Demised Premises or the Common Parts or Conducting Media
have not been rebuilt or reinstated so as to be fit for the Tenant’s immediate occupation
and use either party may by notice


 





















 


served at any time after the expiry of such
period invoke the provisions of paragraph 6(f) and to terminate the Lease
forthwith


 


(f)            Upon
service of a notice in accordance with paragraph 6(e):


 


(i)            without
prejudice to any rights or remedies that may have accrued to either party
against the other and


 


(ii)           all
money received in respect of the insurance effected by the Landlord pursuant to
this paragraph shall belong to the Landlord


 


7              Tenant’s
Insurance Covenants


 


The Tenant covenants with the Landlord


 


(a)           to
comply with all the reasonable requirements and recommendations of the insurers


 


(b)           not
to do or omit anything that could cause any policy of insurance on or in
relation to the Demised Premises to become void or voidable wholly or in part
nor (unless the Tenant shall have previously notified the Landlord and have
agreed to pay the increased premium) anything by which additional insurance
premiums may become payable


 


(c)           to
keep the Demised Premises supplied with such fire fighting equipment as the
insurers and the fire authority may require and as the Landlord may reasonably
require and to maintain such equipment to their satisfaction and in efficient
working order and as often as necessary to cause any sprinkler system and other
fire fighting equipment to be inspected by a competent person


 


(d)           not
to store or bring onto the Demised Premises any article substance or
liquid of a specially combustible inflammable or explosive nature and to comply
with the requirements and recommendations of the fire authority and the
reasonable requirements of the Landlord as to fire precautions relating to the
Demised Premises


 


(e)           not
to obstruct the access to any fire equipment or the means of escape from the
Demised Premises nor to lock any fire door while the Demised Premises are
occupied


 


(f)            as
soon as reasonably practicable after becoming aware to give notice to the
Landlord upon the happening of any event which might affect any insurance
policy on or relating to the Demised Premises or upon the happening of any event
against which the Landlord may have reasonably insured under this lease


 





















 


(g)           as
soon as reasonably practicable to inform the Landlord in writing of any
conviction judgement or finding of any court or tribunal relating to the Tenant
(or any director other officer of the Tenant) of such a nature as to be likely
to materially affect the decision of any insurer or underwriter to grant or to
continue any such insurance of the Demised Premises


 


(h)           if
at any time the Tenant shall be entitled to the benefit of any insurance on the
Demised Premises (which is not effected or maintained in pursuance of any
obligation contained in this lease) to apply all money received by virtue of
such insurance in making good the loss or damage in respect of which such money
shall have been received


 


(i)            if
and whenever during the Term the Demised Premises or any part of them are
damaged or destroyed by an Insured Risk and the insurance money under the
policy of insurance effected by the Landlord pursuant to its obligations
contained in this lease is by reason of any act or default of the Tenant or
anyone at the Demised Premises expressly or by implication with the Tenant’s
authority wholly or partially irrecoverable immediately in every such case (as
the option of the Landlord acting reasonably) either:


 


(i)            to
rebuild and reinstate at its own expense the Demised Premises or the part
destroyed or damaged to the reasonable satisfaction and under the supervision
of the Surveyor the Tenant being allowed towards the expenses of so doing upon
such rebuilding and reinstatement being completed the amount (if any) actually
received in respect of such destruction or damage under any such insurance
policy or


 


(ii)           to
pay to the Landlord on demand with Interest the amount of such insurance money
so irrecoverable in which event the provisions of paragraph 5 and 6 shall apply


 


8              Landlord’s
Insurance Convenants


 


The Landlord convenants with the Tenant in
relation to the policy of insurance effected by the Landlord pursuant to its
obligations contained in this lease to produce to the Tenant on demand
reasonable evidence of the terms of the policy and the fact that the last
premium has been paid


 





















 


EXECUTED AS A
DEED by


PRIME
HOLDINGS LIMITED


acting by:


 


 


	
  Director

  	
  /s/
  [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary

  	
  /s/
  [ILLEGIBLE]

  	
   

  



 


 


 


EXECUTED AS A
DEED by


MELBOURNE
COURT


MANAGEMENT


COMPANY
LIMITED


acting by:


 


 


	
  Director

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary

  	
   

  



 





















 


EXECUTED AS A DEED by


a.p.solve LIMITED


acting by:


 


 


	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary