**Exhibit 10.53**

 

**DATED 15 October 2003**

 

**(1) PRIMEHOLDINGS LIMITED**

 

**(2) MELBOURNEBUSINESS 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)                                  TheLandlord is the registered proprietor of the Estate with Title Absolute and isin the course of developing the Estate

 

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

 

(3)                                  TheManagement Company has been incorporated for the purposes of managing andmaintaining the Estate and upon completion of the final letting at the Estatethe Landlord intends to transfer the freehold of the Estate to the ManagementCompany

 

**OperativeProvisions**

 

I                                            DefinitionsInterpretation and Construction

 

1.1                                 Inthis Lease the terms defined by Paragraph 1.1 have the meanings specifiedunless the context otherwise requires:-

 

the Access Ways                                                 meansall those areas surfaces and paving at the Estate including the roadwaysfootways loading bays and other accessways laid out and available for passageand access

 
| Annual  Expenditure |   | means in relation to any Financial Year the aggregate of: |
|---------------------|--------|-----------------------------------------------------------|

 

(i)                                     allreasonable and proper costs expenses and outgoings whatever reasonably andproperly incurred

 

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by theManagement Company during the Financial Year in or incidentally to carrying outits 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 VATpayable (provided that a VAT invoice is provided to the Tenant one calendarmonth before such VAT is due)

 

(ii)                                  suchsums (if any) as the Management Company shall acting reasonably considersappropriate to charge in any future Financial Year by way of provision for anticipatedexpenditure in any future Financial Year in respect of any of the Services

 

Commencement Date                                thedate hereof

 

the Common Parts                                               allparts of the Estate not intended to be demised including but not limited to theAccess Ways Conducting Media boundaries pedestrian ways forecourts car parkslandscaped areas bin stores boundary walls fences signboards and any otherparts of the Estate which are intended for common use by some or all of theoccupiers of the Estate from time to time.

 

Computing Date                                                         means1 September 2003 and 1 September in every subsequent year (or such date as theManagement Company may on reasonable grounds from time to time notify inwriting to the Tenant) and “Computing Dates” shall be construed accordingly

 

the Conducting Media                      meansall cable wires pipes mains flues shafts ducts sewers drains watercourseschannels gutters and any media and apparatus of a like nature (including anysuch media and apparatus for and connecting with computing or similarequipment)

 

Contamination                                                                thepresence in on under or over the Premises of any Hazardous Material at any timewhether before on or after the date of this Lease and/or the migration or otherescape of any such Hazardous Materials from the Premises at any time whetherbefore on or after the date of this Lease save where such Contamination arisesfrom the acts or omissions of the Tenant

 

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

 

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Defect                                                                                                             meansany defect in the Demised Premises or anything installed in or on the Demised Premiseswhich is attributable to (a) defective design (b) defective workmanship ormaterials (c) defective supervision of the construction of or the installationof anything in or on the Demised Premises or (d) defective preparation of thesite upon which the Demised Premises is constructed

 

the Demised Premises                            Unit1 situated at the Estate shown edged red on the Plan

 

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

 

Estate                                                                                                             freeholdproperty known as Melbourne Business Court Millennium Way Pride Park Derby asis 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 greenon the Plan

 

Financial Year                                                                     meansthe period between two consecutive Computing Dates and “Financial Years” shallbe construed accordingly

 

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

 

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

 

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

 

Hazardous Material                                        anysubstance whether in solid liquid or gaseous form which is capable of causingfarm to human health or to the environment (that is to say, air water and landand any living organism or eco-system supported by any of them) whether on itsown 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                                                               meansthe sums that the Landlord shall from time to time pay by way of premium forinsuring the Demised Premises

 

----

 

in accordancewith the Tenth Schedule or (where such insurance includes other premises) thefair and proper proportion attributable to the Demised Premises of the sums theLandlord shall from time to time pay by way of premium for insuring the DemisedPremises and the other premises (to be determined from time to time by theSurveyor acting reasonably) and all of any increased premium payable by any actor omission of the Tenant

 

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

 

Landscaped Areas                                            meansall those soft and hard landscaped areas of the Estate provided for the benefitof the tenants at the Estate

 

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

 

Perpetuity Period                                                    meansthe period of eighty years from the Commencement Date

 

the Plan                                                                                                     meansthe plan attached hereto

 

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

 

the Regulations                                                            anyfuture written rule or regulation made by the Management Company actingreasonably from time to time for the benefit of use and enjoyment of the Estateand in the interests of good estate management

 

the Rent                                                                                                 meansthe Initial Rent

 

the Rent

Commencement Date                                thedate hereof

 

the Retained Land                                             meansthe land as is registered at H M Land Registry under title number DY330312except for the Demised Premises

 

----

 

the Service Charge                                          meansthe Service Charge Share of the Annual Expenditure for the relevant FinancialYear

 

the Service Charge Share           OneTwentyfourth subject to the provision for variation contained in Part 2 of theSixth Schedule

 

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

 

Surveyor                                                                                             meansany person or film who is or are members of the RICS appointed by the Landlordto perform any of the functions of the Surveyor under this Lease (including anemployee of the Landlord or a Group Company and including also the person orfirm appointed by the Landlord to collect the rents)

 

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

 

the Utilities                                                                                   meanswater gas electricity drainage electrical impulses and other services suppliedor transmitted via the Conducting Media

 

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

 

the 1954 Act                                                                             meansthe Landlord and Tenant Act 1954

 

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

 

1.3                                 Theexpression “the Tenant” includes the person for the time being entitled to thereversion immediately expectant upon the Term;

 

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

 

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1.5                                 Wordsimporting persons shall include firms companies and corporations and viceversa;

 

1.6                                 Wordsimporting the singular shall be construed as importing the plural and viceversa;

 

1.7                                 Whereany party comprises more than one person the obligations and liabilities ofthat party under this agreement shall be joint and several obligations andliabilities of those persons;

 

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

 

1.9                                 Referencesto “the Demised Premises” in the absence of any provision to the contraryinclude any part of the Demised Premises

 

1.10                           Referencesto “the last year of the Term” include the last year of the Term if the Termshall determine otherwise than by effluxion of time and references to theexpiration of the Term include such other determination of the Term

 

1.11                           Referencesto any right of the Landlord to have access to the Demised Premises shall beconstrued as extending to any superior landlord and any mortgagee of theDemised Premises and to all persons authorised by the Landlord and any superiorlandlord or mortgagee (including agents professional advisers contractorsworkmen and others)

 

1.12                           Referencesto any rights exercisable by the Tenant shall be construed as being exercisableby the Tenant, any subtenant or subtenants and all persons properly authorisedby them

 

1.13                           Anycovenant by the Tenant not to do an act or thing shall be deemed to include anobligation not to permit or suffer such act or thing to be done by anotherperson and any covenant by the Landlord shall bind only the person who is forthe time being entitled to the reversion immediately expectant on thedetermination of the Term

 

1.14                           Anyprovisions in this lease referring to the consent or approval of the Landlordshall be construed as also requiring the consent or approval of any mortgageeof any Demised Premises and any superior landlord where such consent shall berequired but nothing in this lease shall be construed as implying that anyobligation is imposed upon any mortgagee or any superior landlord notunreasonably to refuse any such consent or approval

 

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

 

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

 

1.16                           Theterms “the parties” or “party” mean the Landlord and/or the Tenant but exceptwhere 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                           Savefor any reference contained in the definition of Permitted User any referencesto a specific statute include any statutory extension or modification amendmentor re-enactment of such statute and any regulations or orders made under suchstatute and any general reference to “statute” or “statutes” includes anyregulations or orders made under such statute or statutes

 

1.19                           Savewhere otherwise stated any reference to a numbered clause or schedule means theclause or schedule in this agreement which is so numbered;

 

1.20                           Unlessotherwise specified any reference to an Act of Parliament includes a referenceto that Act as amended or replaced whether before or after the date of thisAgreement and to subordinate legislation or by-laws made under it an anygeneral reference to statute or legislation includes subordinate legislationand by-laws;

 

1.21                           Theheadings appearing in this Lease are for ease of reference only and shall notaffect construction;

 

1.22                           TheSchedules to this Lease shall be incorporated within and form part of thisLease

 

1.23                           Referencesto the preconditions to assignment are references to the provisions of part ofthe proviso to clause insofar as they apply to any assignment or applicationfor consent to assign

 

2.                                       Demise

 

2.1                                 TheLandlord demises to the Tenant with full title guarantee the Demised Premises **TOGETHER**with (in common with the Landlord and all othersentitled to the like right) the rights specified in the First Schedule to theexclusion of any implied rights pursuant to Section 62 of the Law of PropertyAct 1925 and subject however to the Tenant’s covenants and all other provisionsof this Lease but **EXCEPTING AND RESERVING**tothe Landlord the rights specified in the Second Schedule **TO HOLD**theDemised Premises to the Tenant for the Contractual Term **SUBJECT**toall rights easements privileges restrictions covenants and stipulationscontained or referred to in the Seventh Schedule

 

----

 

**YIELDING AND PAYING**

 

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

 

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

 

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

 

3.                                       Tenant’sCovenants

 

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

 

3.1                                 withthe Landlord to observe and perform the obligations on the part of the Tenantset out in Parts 1 and 2 of the Third Schedule and also to observe and performall covenants and stipulations contained or referred to in the Property andCharges Register of the Title above save for financial charges and anydocuments referred to in such title so far as they relate to or affect theDemised Premises and to indemnity the Landlord against all actions proceedingscosts claims and demands in respect of any breach no-observance ornon-performed by the Tenant

 

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

 

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

 

4.                                       Landlord’sCovenants

 

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

 

----

 

4.2                                 TheLandlord covenants with the Tenant to use its reasonable endeavours to procurethat the Management Company observes and performs the obligations set out inthe Fourth Schedule

 

5.                                       ManagementCompany’s Covenants

 

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

 

5.1                                 touse all reasonable endeavours to carry out provide or procure the Services setout in the Fifth Schedule PROVIDED THAT the Management Company may at itsreasonable discretion at any time withhold or vary any of the Services but onlyif such withholding or variation shall not materially impair the use andenjoyment of the Estate and/or the Demised Premises and subject to priorwritten notice to the Tenant where possible FURTHER PROVIDED ALWAYS that theManagement Company’s obligation shall cease and be extinguished in respect ofmatters which are declared by the appropriate Local Authority as repairable ormaintainable at the public expense

 

5.2                                 toobserve and perform the obligations set out in the Fourth Schedule

 

6.                                       Re-entry

 

If andwhenever during the Term:

 

6.1                                 therents (or any of them) under this lease are outstanding for fourteen days afterbecoming due whether formally demanded or not or

 

6.2                                 thereis a material breach by the Tenant of any covenant or other term of this Leaseor any document supplement to this lease or

 

6.3                                 theTenant or Guarantor being a company:-

 

(a)                                  isunable or admits its inability to pay its debts when they become due (whetherwithin the circumstances specified in Section 123 of the Insolvency Act 1986 orotherwise) or

 

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

 

----

 

(c)                                  apetition is presented for an Administration Order under Part II of theInsolvency Act 1986 or an Administration Order is made or

 

(d)                                 areceiver or administrative receiver is appointed over any of its assets orundertaking or

 

(e)                                  aresolution to wind up is passed or a provisional liquidator is appointed or apetition is presented for winding up or a winding up order is made under PartIV of the Insolvency Act 1986 (save in the case of a voluntary winding upsolely for the purpose of amalgamation or reconstruction if the Tenant canfirst demonstrate to the satisfaction of the Landlord that the covenant of thecompany will be as strong after as it was before the reconstruction oramalgamation) or

 

(f)                                    aproposal is made for a scheme of arrangement under Section 425 of the CompaniesAct 1985 or

 

(g)                                 aprovisional liquidator is appointed under Section 135 of the Insolvency Act1986

 

6.4                                 theTenant or Guarantor being an individual

 

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

 

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

 

(c)                                  theindividual enters into a deed of arrangement or composition with its creditorsor

 

(d)                                 areceiver is appointed under the Mental Health Act 1983 or the individualbecomes incapable or managing his affairs or

 

(e)                                  theindividual dies or

 

(f)                                  areceiver or receiver and manager is appointed over any of the assets of theindividual

 

6.5                                 theTenant or Guarantor being a partnership:-

 

(a)                                  proposesto enter into a voluntary arrangement under Part II of the InsolventPartnerships Order 1994 (“the 1994 Order”) or

 

----

 

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

 

(c)                                  apetition is presented for winding up as an unregistered company under Part IVor V or the Insolvency Order or

 

(d)                                 anyevents or circumstances applicable to individuals under clause 6.5 hereof occurin respect of an individual member of a partnership or the partnership assets

 

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

 

the Landlordmay re-enter the Demised Premises (or any part of them in the name of thewhole) 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 orremedies which may have accrued to the Landlord against the Tenant or anyGuarantor 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.                                       Agreementand Declarations

 

It is agreedand declared as follows:-

 

7.1                                 Nothingcontained in or implied by this lease shall give the Tenant the benefit of orthe right to enforce or to prevent the release or modification of any covenantagreement or condition entered into by any tenant of the Landlord in respect ofany property not comprised in this lease

 

7.2                                 Ifany dispute arises between the Tenant and the tenants or occupiers of otherparts of the Estate as to any easement right or privilege in connection withthe use of the Demised Premises and any other part of the Estate or as to theboundary structures separating the Demised Premises from any other property itshall be decided by the Landlord or in such other manner as the Landlord shallreasonably direct

 

7.3                                 Eachof the Tenant’s covenants shall remain in full force both at law and in equitynotwithstanding that the Landlord shall have waived or released temporarily anysuch covenant or waived or released temporarily or permanently revocably orirrevocably a similar covenant or similar covenants affecting any other part ofthe Estate

 

7.4                                 Assoon as Prime Holdings Limited has parted with all estate and interest in therevision immediately expectant on the determination of the Term it shall ceaseto have any further rights entitlements under the terms of this Lease butwithout prejudice to the rights of Prime Holdings Limited or the Tenant inrespect of any

 

----

 

antecedentbreach of any of the covenants contained in this Lease

 

7.5                                 TheManagement Company acting reasonably shall have power to make and at any timevary such Regulations as it may think fit for the preservation of the amenitiesof the Estate for the general safety or convenience of the occupiers of thebuildings at the Estate and in the interests of good estate management providedthat where possible prior notice of such variations or changes shall be givento the Tenant and if any consistency might arise between the Regulations orthis Lease the terms of this Lease shall prevail

 

7.6                                 Section196 of the Law of Property Act 1925 (as amended by the Recorded DeliveryService Act 1962) shall apply to any notice demand or instrument authorised tobe served under this Lease and any notice served by the Landlord shall besufficiently served if served by any agent of the Landlord

 

7.7                                 Therights granted and reserved by this Lease shall only take effect insofar asthey ascertained within the Perpetuity Period

 

7.8                               TheTenant shall not be entitled to any right of access of light or air to theDemised Premises (except those expressly granted) which would restrict orinterfere with the free use of the adjoining or neighbouring land of theLandlord for building or any other purpose

 

7.9                                 TheLandlord will take reasonable precautions during building works carried out byit to minimise disturbance noise and nuisance to the Tenant’s use enjoyment andaccess to the Demised Premises

 

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

 

7.11                           Neitherthe Landlord nor the Management Company shall be liable to the Tenant inrespect of any inconvenience suffered by reason of any interruption of anyServices to be provided under the terms of this Lease by reason of:-

 

(a)                                  necessaryrepair or maintenance of any installation or apparatus; or

 

(b)                                 damageto or destruction of any installations or apparatus by any cause beyond thereasonable control of the Landlord of the Management Company; or

 

(c)                                  mechanicalor other defect or breakdown or frost or other inclement conditions orunavoidable shortage or fuel material water or labour industrial action orotherwise; or

 

----

 

providing andto the extent of that:

 

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

 

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

 

7.12                           Nothingin this lease or in any consent granted by the Landlord under this lease shallimply or warrant that the Demised Premises may lawfully be used under thePlanning Acts for the purpose authorised in this lease (or any purposesubsequently authorised)

 

7.13                           Thislease embodies the entire understanding of the parties relating to the DemisedPremises and to all the matters dealt with by any of the provisions of thislease

 

7.14                           TheTenant acknowledges that this lease has not been entered into in reliancewholly or partly on any statement or representation made by or on behalf of theLandlord except any such statement or representation that is expressly set outin this lease

 

7.15                           Whilstthe Landlord is a limited company or other corporation all license consentsapprovals and notices required to be given by the Landlord shall besufficiently given if given under the hand of a director the secretary or otherduly authorised officer of the Landlord

 

7.16                           Ifafter the Tenant has vacated the Demised Premises on the expiry of the Term anyproperty of the Tenant remains in or on the Demised Premises and the Tenant failsto remove it within 21 days after being requested in writing by the Landlord todo so or if after using its best endeavours the Landlord is unable to make sucha request to the Tenant within 21 days after the expiry of the Term:

 

(a)                                  inso far as such property is annexed to the Demised Premises the Landlord maytreat it as having reverted to the Landlord or

 

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

 

(c)                                  ifthe Landlord having made reasonable efforts is unable to locate the Tenant theLandlord shall be entitled to retain the net proceeds of sale of such propertyabsolutely unless the Tenant shall claim them within six months of the dateupon which the Tenant vacated the Demised Premises

 

----

 

and

 

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

 

7.18                           Unlessexpressly stated nothing in this Lease creates or will create rights pursuantto the Contracts (Rights of Third Parties) Act 1999 in favour of any one otherthan the parties hereto

 

7.19                           ThisLease 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 andin accordance with this Lease) the parties submit to the non-exclusivejurisdiction of the High Court of Justices in England

 

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

 

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**THE FIRST SCHEDULE**

 

**(Rights Granted)**

 

The following rights are herebygranted (in common with the Landlord and the Management Company and all othershaving like rights):-

 

1.             Theright of full free and uninterrupted passage and running of Utilities from andto the Demised Premises through the Conducting Media (if any) now serving theDemised Premises and now laid or constructed in or under the Estate or theRetained Land

 

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

 

3.             Theright for the eaves gutters spouts downpipes chimney cappings balances fluesfoundations and other similar structures incidental to the user of the Demised Premisesto overhang or protrude beneath the adjoining parts of the Estate

 

4.             Theright for the Tenant of the Demised Premises his or their employees andvisitors to enter pass and repass at all times with or without vehicles overand along the Common Parts Access Ways and the Forecourts (if any) for thepurposes of access to and egress from the Demised Premises the Forecourts (ifany) and the Designated Car Parks

 

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

 

6.             Theexclusive right to park motor vehicles on the Designated Car Parks and theForecourts (if any)

 

7.             Theright at all reasonable times and upon reasonable prior notice to the Landlordor the Management Company (except in emergency when no notice is required) forthe Tenant and all persons authorized by it with or without tools materialsplant and equipment to enter on adjoining parts of the Estate to carry out anyworks to the Demised Premises the person exercising such right making good alldamage to the adjoining parts of the Estate so caused

 

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

 

----

 

**THE SECOND SCHEDULE**

 

**(Rights Excepted and Reserved)**

 

The following rights are herebyexcepted and reserved to the Landlord:

 

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

 

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

 

3.             Theright for the eaves gutters spouts downpipes chimney cappings flues foundationsand other similar structures incidental to the user of the other buildings onthe Estate or the Retained Land to overhang or protrude onto or beneath theDemised Premises

 

4.             Theright at reasonable times and upon reasonable written notice of not less than48 hours except in case of emergency to enter (or in case of emergency to breakinto and enter) the Demised Premises

 

(a)           toinspect cleanse repair the Conducting Media referred to in paragraph 1 of thisSchedule

 

(b)           toview the state and condition of and repair and maintain any other parts of theEstate or the Retained Land where such viewing or work would not otherwise bereasonably practicable

 

(c)           tocarry out work or do anything whatever comprised within the Landlord’s obligationsin this Lease

 

(d)           takeschedules or inventories of fixtures and other items to be yielded up on theexpiry of the Term and

 

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

 

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**THE THIRD SCHEDULE**

 

**(Covenants by the Tenant)**

 

**Part 1Covenants Enforceable by the Landlord and the Management Company**

 

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

 

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

 

3.             Toyield up at the termination of the Term the Demised Premises together with anyadditions or improvements save the Tenant’s fixtures and fittings (whichinclude for the avoidance of doubt any air conditioning plant or relatedequipment) if the Tenant so requires in such good repair order and condition asshall be consistent in all respects with the due performance and observance ofthe covenants on the part of the Tenant and the conditions in this Lease and togive up all keys of the Demised Premises to the Landlord and to remove allsigns if reasonably requested to do so in writing by the Landlord erected bythe Tenant in upon or near the Demised Premises and to make good any physicaldamage caused to the Demised Premises by such removal as soon as is reasonablypracticable

 

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

 

(a)           inor in contemplation of any proceedings or service of any notice under Sections146 and 147 of the Law of Property Act 1925 including the reasonable costscharges and expenses of and incidental to the inspection of the Demised Premisesthe drawing up of schedules of dilapidations and notices and any inspection toascertain whether any notice has been complied with and such costs charges andexpenses shall be paid whether or not forfeiture for any breach shall be avoidedotherwise than by relief granted by the Court

 

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

 

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consent or licence is granted or refused orproffered subject to any qualification or condition of whether the applicationis withdrawn

 

(c)           therecovery or attempted recovery of arrears of rent or other sums due from theTenant

 

5.             Topay and discharge and indemnify the Landlord against all rates taxesassessments charges duties and other outgoings whatsoever save those of acapital nature whether parliamentary parochial or of any other kind which arenow or during the Term assessed or charged on the occupier of the Demised Premisesand where any are assessed on the Demised Premises together with other propertythen to pay a fair and reasonable proportion attributable to the Premises whichis to be fairly and reasonably determined by the Landlord except that theTenant is not responsible for anything properly payable by the Landlord inrespect of:

 

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

 

(2)           therent and other payments payable under this Lease

 

(3)           thegranting of this Lease

 

(4)           profitsor amenities of the Landlord

 

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

 

7.             Topay to the suppliers and indemnify the Landlord against all charges forelectricity gas and other services consumed or used at or in relation to theDemised Premises (including meter rents)

 

8.             Tokeep the Management Company and the Landlord indemnified in respect of chargesfor services payable in respect of the Demised Premises which the Landlord orthe Management Company are from time to time during the Term called upon to paysuch sums to be repaid to the Landlord or Management Company on demand

 

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

 

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caused by a Defect provided further thatnothing in this Lease shall be construed as obliging the Tenant to remedy anyDefect of which existence the Tenant has during the term notified to theLandlord or any want of repair which is attributable to such Defect whichmanifests itself at any time during the Term

 

10.           Asoften as may be necessary and in the year preceding the termination of the Termto redecorate with materials of good quality and in a proper and workmanlikemanner all appropriate internal and external surfaces of the Demised Premisesto the reasonable satisfaction of the Surveyor insofar as they may havedeteriorated through the Tenant’s use and occupation of the Demises Premisesand not normal wear and tear

 

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

 

12            Topermit the Landlord or the Management Company or their respective agents withor without workmen and other at any convenient hours in the day-time providedthey give the Tenant prior written notice to enter the Demised Premises to takeinventories of the Landlord’s fixtures fittings and appliances and to view thecondition and upon written notice being given to the Tenant specifying anyrepair or works necessary to be done for which the Tenant is liable as soon asis reasonably practicable to comply with the notice and if the Tenant shall notwithin thirty days after the service of such notice proceed diligently with theexecution of such repairs or works then to permit the Landlord or theManagement Company or their respective agents with or without workmen materialsand appliances to enter the Demised Premises and cause such repairs or works tobe executed and the proper and reasonable cost shall be payable by the Tenantwith 21 days of written demand

 

13.           Tomake good any damage to any part of the Demised Premises caused by any act oromission or negligence of any occupant of or person using the Demised Premisesand (without prejudice to the generality of the foregoing) not to damage orinterfere with the Conducting Media or any fire-fighting appliances (if any)

 

14.           Notto bring into the Demised Premises any article which will impose unduestress or strain to any part of the floor surface or structure or anyarticle which is or may become dangerous to the building or the occupantsor visitors

 

15.           Notto do or permit or suffer to be done any act matter or thing on or in respectof the Demised Premises which contravenes the provisions of the Town andCountry Planning Act 1990 the Planning (Listed Buildings and ConservationAreas) Act 1990 or any enactment amending or replacing such Acts and to keepthe Landlord and the Management Company indemnified against all claims demandsand liabilities in respect of any such contravention and at the expense of theTenant to the extent that this is the responsibility of the Tenant to obtainall planning

 

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

 

16.           Tocomply with and make all reasonable endeavours to ensure that all personsoccupying or visiting the Demised Premises or any part of the Estate shallcomply with the Regulations

 

17.           Todeliver to the Landlord as soon as reasonably practicable a copy of everynotice or other documents of whatever description affecting or likely to affectthe Demised Premises or any part received by the Tenant from any authority orperson whatsoever and at the cost and request of the Landlord to make or joinwith the Landlord on making such objections or representations against or inrespect of any notice or other document as the Landlord shall deem expedient

 

18.           Tocomply in all respects at the Tenant’s own costs with provisions of any statutestatutory instrument order rule or regulation and of any order directionor requirement made or given by any planning authority or the appropriateMinister 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 ManagementCompany) so far as the Tenant is liable and as soon as is reasonablypracticable to give notice in writing to the Landlord of the making or givingof such order direction or requirement

 

19.           Assoon as reasonably practicable after becoming aware of the same to give noticeto the Landlord of any defect in the Demised Premises of which the Tenant isactually aware which might give rise to an obligation on the Landlord to do orrefrain from doing any act or thing in order to comply with the provisions ofthis lease or the duty of care imposed on the Landlord pursuant to theDefective Premises Act 1972 or otherwise and at all times display and maintainany reasonable notices which the Landlord may from time to time reasonablyrequire to be displayed at the Demised Premises

 

20.           Notto cease carrying on business in the Demised Premises or leave the Demised Premisescontinuously unoccupied for more than one month without:

 

(a)           notifyingthe Landlord and

 

(b)           providingsuch caretaking or security arrangements as the Landlord shall reasonablyrequire and the insurers shall require in order to protect the Demised Premisesfrom vandalism theft damage or unlawful occupation

 

21.           Notto cut maim injure or make any breach in any part of the structure of theDemised Premises nor in any case to commit or allow any waste or spoil on or

 

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about theDemised Premises

 

22.           Notto make any alteration whatsoever to the Demised Premises save as permitted bythe provisions of paragraphs 23, 24, and 25 hereafter

 

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

 

24.           Onmaking application for consent under paragraph 23 to submit to the ManagementCompany such plans block plans elevations and specifications as the ManagementCompany shall require and to pay the proper and reasonable legal and surveyorsfees of the Management Company in connection with any such application and tocarry out any work authorised only in accordance with such plans block planselevations and specifications as the Management Company (acting reasonably)shall approve in writing in a good and workmanlike manner and with sound andsuitable materials all of which shall be subject to inspection and reasonableapproval by the Management Company

 

25.           Notto hold on trust for another or (save pursuant to a transaction permitted byand effected in accordance with the provisions of this lease) part with thepossession of the whole or any part of the Demised Premises or permit anotherto occupy the whole or any part of the Demised Premises

 

26.           Notto assign or charge part only of the Demised Premises and not to underlet thewhole of the Demised Premises

 

27.           Notto assign the whole of the Demised Premises without the prior consent of theLandlord such consent not to be unreasonably withheld delayed **PROVIDED THAT**without prejudice to the generality of theforegoing:

 

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

 

(b)           forthe purpose of s19(1A) of the Landlord & Tenant Act 1927 (as insertedby s22 of the Landlord & Tenant (Covenants) Act 1995) it is agreedbetween the Landlord and the Tenant both that such consent shall not beregarded as being unreasonably withheld because of the existence at the time ofthe application for consent of all or any of the circumstances set out belowparagraphs (i) to (v) and that such consent shall not be givensubject to unreasonable conditions if it contains a condition that it shalllapse 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 suchconsent and before the completion of the transaction to which such consent hasbeen given

 

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(i)            theassignee will not furnish the Landlord with a guarantee in the form of theGuarantor’s Covenants from a guarantor acceptable to the Landlord PROVIDED THATif the Tenant shall disagree with the Landlord’s determination of whether ornot a proposed guarantor is acceptable for these purposes the Tenant shallsubject to the provisions of paragraph 29 below be entitled to have thedetermination reviewed by an independent expert appointed and acting reasonablyin accordance with the provisions of paragraph 29 below (“the Expert”)

 

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

 

(iii)          theDemised Premises are not in the state and condition required by full compliancewith the terms of the covenants on the part of the Tenant contained in thisLease

 

(iv)          thereis a subsisting breach of any of the other covenants on the part of the Tenantcontained in this Lease

 

28.           If the Tenant isentitled to have any determination of the Landlord reviewed by the Expert andwishes there to be such review then:

 

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

 

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

 

(c)           If the Landlord doesnot forthwith on receipt of the Tenant’s said notice agree to the appointmentof the person proposed by the Landlord the Expert may be appointed by thePresident 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 theapplication of either the Landlord or the Tenant provided that nothing hereinshall prevent the appointment or replacement of the Expert by agreement betweenthe Landlord and the Tenant at any time

 

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

 

(e)           the Expert shall beentitled to make his own determination of the matter in dispute between theLandlord and the Tenant and this determination shall

 

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be substitutedfor the original determination of the Landlord and shall (if contrary) bebinding on the Landlord and the Tenant

 

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

 

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

 

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

 

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

 

33            Not to use or occupynor permit the Demised Premises to be used or occupied for any purposewhatsoever other than the Permitted User

 

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

 

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

 

(b)                                 suchinformation as may reasonable be requested in writing in relation to anypending or intended step under the 1954 Act

 

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

 

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than 48 hours is given tothe Tenant

 

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

 

37.           To take all reasonable steps at the cost andexpense of the Landlord to prevent any new window light opening doorway pathpassage pipe or other encroachment or easement being made or acquired inagainst out of or upon the Demised Premises and to notify the Landlord as soonas 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 theLandlord to adopt such means as shall be required to prevent such encroachmentor the acquisition of any such easement

 

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

 

39.           To permit upon reasonable prior writtennotice at any time during the Term prospective purchasers of or agentsinstructed in connection with the sale of the Landlord’s reversion or of anyother interest superior to the Term to view the Demised Premises withoutinterruption provided they are authorised in writing by the Landlord or itsagents

 

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

 

41.           Within 21 days of the death during the Termof any Guarantor or of such person becoming bankrupt having a receiving ordermade against him having an interim receiver appointed in respect of hisproperty or having a receiver appointed under the Mental Health Act 1983 orbeing a company passing a resolution to wind up or entering into liquidationhaving a receiver appointed having an administration order made or upon anyperson becoming entitled to exercise in respect of it the powers of anadministrative receiver to give notice of this fact to the Landlord and if soreasonably required by the Landlord at the expense of the Tenant withintwenty-eight days to procure some other person acceptable to the Landlord toexecute a guarantee in respect of the Tenant’s obligations contained in thelease in the form of the Guarantor’s covenants contained in this lease

 

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**THETHIRD SCHEDULE**

 

**(Covenantsby the Tenant)**

 

**Part 2**

**Covenantsenforceable by the Landlord the Management**

**Companyand 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 DesignatedCar Parks or the Forecourts (if any)

 

3.             Not to use or permitor suffer the Demised Premises to be used for any illegal immoral or improperpurpose and not to knowingly do permit or suffer on the Demised Premises anyact or thing which is or may become a nuisance damage annoyance orinconvenience to the Landlord and to pay all reasonable and proper (or a fairproportion) costs charges and expenses of abating a nuisance and executing allsuch work as may be necessary for abating a nuisance or for carrying out worksin obedience to a notice served by a local authority insofar as they are theliability of or wholly or partially attributable to the default of the Tenant

 

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

 

5.             Not to bring keepstack layout store or deposit any goods materials refuse or other objectsoutside the Demised Premises whatsoever on the Estate except in those areas asnotified for such use by the Management Company

 

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

 

7.             Not to knowinglypermit to be discharged into any Conducting Media any oil or grease or anydeleterious objectionable dangerous poisonous or explosive matter

 

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**THE FOURTH SCHEDULE**

 

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

 

1.             QuietEnjoyment

 

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

 

2.             Defects

 

2.1           Notto charge or seek to charge the Tenant through the service charge payable bythe Tenant otherwise the cost of rectification of any inherent or latent defector Defect in the construction of the Demised Premises the Estate or Estatefacilities which manifests itself

 

3.             Tomanage the Estate in the interests of good estate management and at theTenant’s reasonable request to enforce covenants on the part of other personsin the Estate for the benefit of the Estate and to maintain the same as a highclass development

 

4.             TheLandlord covenants that it will as soon as reasonably practicable and at itsown cost and expense undertake any works in relation to the Demised Premises inrespect of the Defects and to comply with any environmental regulationcondition or legislation provided always that no such cost or expenditure berecharged to the tenants of the Estate via the Service Charge or otherwise

 

5.             Inthis clause:

 

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

 

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

 

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5.1           Notwithstanding anyother provision of this Lease it is acknowledged and agreed between theLandlord and the Tenant as follows:

 

5.1.1        The Tenant shall have noliability under the terms of this Lease or otherwise howsoever arising inrespect of Contamination;

 

5.1.2        The Tenant shall not berequired by this Lease to make good rectify remove treat or make harmless anyContamination or to pay the costs of doing so;

 

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

 

5.2           The Landlord shallindemnify the Tenant (and those claiming title through or under it) against anycosts claims losses and liabilities suffered or incurred by the Tenant arisingdirectly or indirectly from Contamination

 

5.3           If and whenever theLandlord during the Term requires to carry out any works in respect of theContamination so that the Tenant’s use or access to enjoyment of the DemisedPremises is affected the Tenant may terminate this Lease forthwith or elect tonot pay the rents set out in clause 2.1 of the Lease until such remediationwork is carried out to the Tenant’s reasonable satisfaction

 

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

 

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**THE FIFTH SCHEDULE**

** **

**(The Services)**

 

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

 

2.             To keep the LandscapedAreas in a proper state of repair and condition and suitably landscaped andplanted

 

3.             To clean maintainrenew and repair such of the Conducting Media now or during the PerpetuityPeriod laid or constructed in or under the Estate and used by the DemisedPremises in common with any other buildings or part thereof at the Estate butfor the avoidance of doubt not those Conducting Media which exclusively serveand lie in on or under the Demised Premises or those for which some otherauthority company or person has responsibility

 

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

 

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

 

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

 

7.             To provide suitablehard and soft landscaping and planting and trees and/or shrubs and to keep suchparts of the Landscaped Areas or the Estate as in the reasonable opinion of theManagement Company appropriate therefor laid out with hard and soft landscapingand planting and trees and/or shrubs in good order and condition and properlytended maintained cultivated and planted including where appropriate ornecessary reconstruction or replanting

 

8.             To effect maintainand renew such insurances for the Estate where necessary on commercial termsand in amounts to be reasonably determined by the Management Company againstloss or damage by fire lightning explosion aircraft (other than hostileaircraft) and other aerial devices or articles dropped therefrom earthquakeriot civil commotion and malicious damage storm or tempest flood

 

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

 

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

 

10.           If the Estate shall bedestroyed or damaged by an Insured Risk then subject to obtaining all necessaryplanning consents or permissions with all convenient speed to lay out allinsurance moneys received in rebuilding or reinstating the Estate insubstantially the same form or with such variations as the Management Companymay reasonably require and if the insurance moneys shall be insufficient tomake good any deficiency out of its own monies save to the extent that suchdeficiency is due to the act or default of the Tenant or other occupants of thebuildings or any of their servants agents or licensees

 

11.           To provide any waterfuel oil gas electricity and other energy and supply services as may beproperly and reasonably required for use in running or operating any of theservices to the Estate

 

12.           To light to an adequateand sufficient standard throughout such periods of the day and night as may berequisite all parts of the Estate to which access is available in fact or byright

 

13.           To erect place maintainrenew and replace and where relevant operate upon the Estate as often as may benecessary direction signs and notices seats and other fixtures fittings andchattels as the Management Company acting reasonably shall deem appropriate forthe Estate in the interests of good estate management

 

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

 

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

 

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desirable inconnection with the provision of the Services

 

16.           Carrying out any worksto the Estate comply with any statute (other than works for which any owner oroccupier of the buildings is responsible) and to take any reasonable stepsdeemed desirable or expedient by the Management Company for complying withmaking representations against or otherwise contesting the incidence of theprovisions of any statute including those concerning town planning publichealth fire precautions highways streets drainage or other matters which mayaffect the Estate (other than such matters which relate only to owners oroccupiers of any adjoining or neighbouring property)

 

17.           The payment of allexisting and future rates (including water rates) taxes assessments charges andoutgoings whether parliamentary local or otherwise whether of the nature ofcapital revenue and even though of a wholly novel character which now be ratedtaxed assessed charged or imposed upon the Estate

 

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**THE SIXTHSCHEDULE**

** **

**(Provisionsgoverning the Service Charge)**

** **

**Part 1**

**(Costs andexpenses included in the Service Charge)**

 

The aggregate of all costscharges commissions premiums fees expenses interest taxes and other outgoingswhatsoever reasonably and properly incurred paid or provided for by theManagement Company in or in connection with the following:-

 

1.             Theprovision of the Services

 

2.             Theprovision supplying and running of water gas electricity telephonetelecommunications and all other services whatsoever required in respect of theEstate and which are not the sole responsibility of any one occupier

 

3.             Providingoperating inspecting testing servicing overhauling repairing maintaining andcleaning and when requisite modifying renewing or replacing any securitysurveillance or monitoring apparatus which the Management Company actingreasonably may from time to time supply for the general benefit of the Estate

 

4.             Theprovision of a security service or other security arrangements for the generalbenefit of the Estate as the Management Company may acting reasonably deemappropriate from time to time

 

5.             Employingor obtaining the services (whether on a full or part time basis) of suchpersons as the Management Company reasonably considers necessary or desirablein the interests of good estate management for the provision of the Services

 

6.             Makingrepresentations in respect of or otherwise contesting or dealing with anynotice regulation or order of any competent local or other authority inrelation to the Estate and also consulting with any such authority in relationto any planning applications or other planning matters relating to the Estatein order to ensure that the Management Company is adequately informed inrelation to such applications or other matters

 

7.             Thepayment of the rentcharges imposed by the Transfer dated 17th October 2000 madebetween (1) Derby City Council and (2) the Landlord

 

8.             Theadministration and management of the Estate and the performance of theManagement Company’s obligations in respect thereof pursuant to the provisionsof this deed including the proper and reasonable fees charges costs expensesand disbursements of any solicitors accountants surveyors valuers architects orother

 

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professional advisers whom the ManagementCompany may from time to time reasonably employ in connection therewith and inthe preparation of statements or certificates and the auditing of the ServiceCharge

 

9.             Thecarrying out of all other works or the doing of any other act or thing orproviding services of any kind which the Management Company may from time totime reasonably consider necessary or desirable for the purpose of themaintenance or the good overall management of the Estate or its amenities orotherwise for the general benefit of the Estate and Buildings or their occupiersProvided that in respect of any item which (i) has not been incurred as amaterial sum in any previous Financial Year and is not within any category ofexpenditure previously mentioned in this Schedule and (ii) constitutesa material sum in the reasonable opinion of the Management Company it shall bea condition precedent to the ability of the Management Company to enforcepayment by the Tenant of the Service Charge in respect of such item that itshall be approved by a special resolution of the Management Company

 

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

 

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

 

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

 

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

 

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

 

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**THE SIXTHSCHEDULE**

 

**(Provisionsgoverning the Service Charge)**

 

**Part 2**

**(Paymentof the Service Charge)**

 

1.             TheManagement Company shall as soon as convenient but not later than six monthsafter the Computing Date prepare an account showing the Annual Expenditure forthe Financial Year ending on that Computing Date and containing a fair full andaccurate summary of the expenditure referred to in it and upon such account beingcertified by an independent auditor it shall be conclusive evidence for thepurposes of this Lease of all matters of fact referred to in the account savewhere there is a manifest error

 

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

 

3.             TheTenant shall pay for the next and each subsequent Financial Year after thefirst Computing Date a provisional sum calculated upon an reasonable and properestimate by the Management Company what the Annual Expenditure is likely to befor that Financial Year as notified in writing to the Tenant prior to thecommencement of each Financial Year by four equal instalments (or such otherinstalments as the Management Company may reasonably require) in advance on theusual quarter days in each year

 

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

 

5.             Ifthe Service Charge for any Financial Year shall:-

 

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

 

(b)           beless that such provisional sum the overpayment shall be credited to the Tenantagainst the next quarterly payment of the Service Charge

 

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6.             Theaudited 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 objectto any item comprised in the Annual Expenditure by reason that the materialswork or service in question might have been provided or performed at a lowercost or by reason that the item in question was not included in the estimateabove referred to but the Tenant shall be entitled to inspect vouchers inrespect of costs incurred by the Management Company and take copies of them

 

7.             TheManagement Company may withhold add to extend vary or make any alteration inthe rendering of the Services or any of them from time to time provided thatthe same complies with the principles of good estate management and isreasonable in all the circumstances

 

8.             Ifat any time during the Perpetuity Period the total property enjoying or capableof enjoying the benefit of any Services is increased or decreased on apermanent basis or the benefit of any of the Services is extended on a likebasis to any adjoining or neighbouring property or if some other event occurs aresult of which is that the Service Charge Share is no longer appropriate to theDemised Premises the Service Charge Share shall be varied by the ManagementCompany acting reasonably with effect from the Computing Date following suchevent by agreement between the parties or in default of agreement within 3months of the first proposal for variation made by the Management Companyacting reasonably in such manner as shall be fair and reasonable in the lightof the event in question

 

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**THESEVENTH SCHEDULE**

 

**(Mattersto which the Demised Premises are subject)**

 

All rights easements quasi-easements restrictions covenants andliabilities affecting the Demised Premises mentioned in Title Number DY330312dated 16 October 2002

 

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**THE EIGHTHSCHEDULE**

 

**(AuthorisedGuarantee Agreement)**

 

**This Guarantee Agreement**ismade the            day of               19        

 

**Between:**

 

(1)           [                                                  ]of[                              ]

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

 

(2)           [                                                  ]of[                              ]

(hereinafter called “the Tenant”)

 

**Whereas:**

 

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

 

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

 

(3)           TheTenant 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 theLandlord hereto

 

(4)           TheLandlord has consented to the said assignment upon the condition that theTenant enters into this guarantee agreement

 

**IT IS HEREBY AGREED**as follows:

 

1.             Inpursuance of the condition mentioned in recital (4) above the Tenant asprincipal debtor guarantees that the Assignee will duly observe and perform thecovenants of the Tenant under the Lease from the date of the assignment of theterm created by the Lease to the Assignee until such time as the Assignee isreleased from those covenants by virtue of the provisions of the Landlord andTenant (Covenants) Act 1995 and that during such time if the Assignee shallmake any default in the payment of rents or in observing or performing any ofthe covenants or other terms of the Lease the Tenant will pay the rents and 

 

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

 

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

 

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

 

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

 

(d)           anyother act or thing by which but for this provision the Tenant would have beenreleased

 

2.             TheTenant covenants with the Landlord that in the event of the tenancy assigned byit being disclaimed it will enter into a new tenancy of the property demised bythe Lease for a term commencing on the date of disclaimer and ending on theterm date of the Lease and upon the terms and conditions of the Lease so far asmay be but so that in any event the Tenant’s covenants are no more onerous thanthose contained in the Lease

 

**SCHEDULE**

**Particularsof lease or other tenancy**

 

**IN WITNESS**whereofthis deed has been executed but remains undelivered until the day and yearfirst above written

 

**EXECUTED**as a Deedon behalf of

[                                                                               ]

by:-

 

 

Director

 

Director/Secretary

 

----

 

**EXECUTED**as a Deedon behalf of

[                                                                               ]

by:-

 

 

Director

 

Director/Secretary

 

----

 

**THE NINTHSCHEDULE**

** **

**(theGuarantor’s Covenants)**

 

The Guarantor covenants with the person first named in this lease andwithout the need for any express assignment with all its successors in titlethat:

 

1.             **To pay observe and perform**

 

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

 

(a)           anytime or indulgence granted by the Landlord to the Tenant or any neglect orforbearance of the Landlord in enforcing the payment of the rents or theobservance or performance of the covenants or other terms of this lease or anyrefusal by the Landlord to accept rents tendered by or on behalf of the Tenantat a time when the Landlord was entitled for would after service of a noticeunder the Law of Property Act 1925 Section 146 have been entitled) tore-enter the Demised Premises

 

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

 

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

 

(d)           anyother act or thing by which but for this provision the Guarantor would havebeen released

 

2.             **To take a leasefollowing disclaimer**

 

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

 

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from the Landlord a lease of the DemisedPremises for the residue of the Term which would have remained had there beenno disclaimer at the Rent then being paid under this lease and subject to thesame covenants and terms as in this lease (except that the Guarantor shall notbe required to procure that any other person is made a party to that lease asguarantor) such new lease to take effect from the date of such disclaimer andin such case the Guarantor shall pay the costs of such new lease and executeand deliver to the Landlord a counterpart of it

 

3.             **To make payments following disclaimer**

 

If this lease shall be disclaimed and for anyreason the Landlord does not require the Guarantor to accept a new lease of theDemised Premises the Guarantor shall pay to the Landlord on demand an amountequal to the rents for the period commencing with the date of such disclaimerand ending on whichever is the earlier of the following dates:

 

(a)           thedate six months after such disclaimer and

 

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

 

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**THE TENTHSCHEDULE**

 

**(theInsurance Covenants)**

 

1              Warranty reConvictions

 

The Tenant warrants that prior to theexecution of this lease it has disclosed to the Landlord in writing anyconviction judgement or finding of any court or tribunal of which it is awarerelating to the Tenant (or any director other officer or major shareholder ofthe Tenant) of such a nature as to be likely to affect the decision of anyinsurer or underwriter to grant or to continue insurance of any of the InsuredRisks

 

2              Landlord toinsure

 

The Landlord covenants with the Tenant toinsure the Demised Premises in the joint names of the Landlord and Tenant wherepossible unless such insurance shall be vitiated by any act of the Tenant or byanyone at the Demised Premises expressly or by implication with the Tenant’sauthority

 

3              Details of theInsurance

 

Insurance shall be effected:

 

(a)           insuch insurance office or with such reputable and substantial underwriters andthrough such agency as the Landlord (acting reasonably) may from time to timedecide

 

(b)           forthe following sums:

 

(i)            suchreasonable and proper sum as the Landlord shall from time to time be advised asbeing the full cost of rebuilding and reinstatement including architects’surveyors’ and other professional fees payable upon any applications forplanning permission or other permits or consents that may be required inrelation to the rebuilding or reinstatement of the Demised Premises the cost ofdebris removal demolition site clearance accommodation works any works that maybe required by statute and incidental expenses and

 

(ii)           theloss of Rent payable under this lease from time to time (having regard to anyreview of rent which may become due under this lease) for three years or suchlonger periods (not exceeding four years) the Landlord may from time to timereasonably deem to be necessary for the purposes of the planning and carryingout the rebuilding or reinstatement

 

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(c)           againstdamage or destruction by the Insured Risks to the extent that such insurancemay ordinarily be arranged for properties such as the Demised Premises with aninsurer of repute and subject to such excesses exclusions or limitations as theinsurer reasonably requires and are accepted as common practice in theinsurance market.

 

4              Payment ofInsurance Rent

 

The Tenant shall pay the Insurance Rent onthe date of this lease for the period from and including the Rent CommencementDate to the day before the next policy renewal date following the date of thislease and subsequently the Tenant shall pay the Insurance Rent within twentyone days of demand and (if so demanded) in advance of the policy renewal date.

 

5              Suspension ofRent

 

(a)           Ifand whenever during the Term:

 

(i)            theDemised Premises or any part of them or any accessway or services are damagedor destroyed by any of the Insured Risks (except one against which insurancemay not ordinarily be arranged with an insurer of repute for properties such asthe 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 oruse or any of the Estate Roads or the Conducting Media in on under or over theAdjoining Property that serve the Demised Premises are damaged or destroyed sothat the Demised Premises or any part of them are unfit for immediateoccupation or use and

 

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

 

the provisions of paragraph 5(b) shallhave effect

 

(b)           Whenthe circumstances contemplated in paragraph 5(a) arise the Rents and theService Charge or a fair and proper proportion of the Rents and the ServiceCharge according to the nature and the extent of the damage sustained shallcease to be payable until the Demised Premises or the affected parts or theEstate Roads or Conducting Media shall have been rebuilt or reinstated so thatthe Demised Premises or the affected part are made fit for immediate occupationor use by the Tenant or until the expiration of three years from thedestruction or damage whichever period

 

----

 

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

 

6              Reinstatement andTermination if prevented

 

(a)           Ifand whenever during the Term:

 

(i)            theDemised Premises or any part of them are damaged or destroyed by any of theInsured Risks (except one against which insurance may not ordinarily bearranged with an insurer of repute for properties such as the Demised Premisesunless the Landlord has in fact insured against that risk) or any of the EstateRoads or the Conducting Media in on under or over the Adjoining Property thatserve the Demised Premises are damaged or destroyed so that the Demised Premisesor any part of them are unfit for immediate occupation or use by the Tenant and

 

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

 

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

 

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

 

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

 

----

 

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

 

(iii)          theLandlord may otherwise reasonably require

 

but so that the Landlord shall in any eventprovide in the Demised Premises as rebuilt and reinstated accommodation for theTenant no less convenient and commodious than those which existed immediatelybefore the occurrence of the destruction or damage

 

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

 

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

 

(ii)           anyof the Permissions have been granted subject to a lawful condition with whichin all the circumstances it would be unreasonable to expect the Landlord tocomply

 

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

 

(iv)          theLandlord is unable to obtain access to the site for the purposes of rebuildingor reinstating

 

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

 

(vi)          therebuilding or reinstating is prevented by war act of God Government actionstrike lock-out or

 

(vii)         anyother circumstances beyond the control of the Landlord

 

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

 

(e)           Ifupon the expiry of a period of twelve months commencing on the date of thedamage or destruction the Demised Premises or the Common Parts or Conducting Mediahave not been rebuilt or reinstated so as to be fit for the Tenant’s immediate occupationand use either party may by notice

 

----

 

served at any time after the expiry of suchperiod invoke the provisions of paragraph 6(f) and to terminate the Leaseforthwith

 

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

 

(i)            withoutprejudice to any rights or remedies that may have accrued to either partyagainst the other and

 

(ii)           allmoney received in respect of the insurance effected by the Landlord pursuant tothis paragraph shall belong to the Landlord

 

7              Tenant’sInsurance Covenants

 

The Tenant covenants with the Landlord

 

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

 

(b)           notto do or omit anything that could cause any policy of insurance on or inrelation to the Demised Premises to become void or voidable wholly or in partnor (unless the Tenant shall have previously notified the Landlord and haveagreed to pay the increased premium) anything by which additional insurancepremiums may become payable

 

(c)           tokeep the Demised Premises supplied with such fire fighting equipment as theinsurers and the fire authority may require and as the Landlord may reasonablyrequire and to maintain such equipment to their satisfaction and in efficientworking order and as often as necessary to cause any sprinkler system and otherfire fighting equipment to be inspected by a competent person

 

(d)           notto store or bring onto the Demised Premises any article substance orliquid of a specially combustible inflammable or explosive nature and to complywith the requirements and recommendations of the fire authority and thereasonable requirements of the Landlord as to fire precautions relating to theDemised Premises

 

(e)           notto obstruct the access to any fire equipment or the means of escape from theDemised Premises nor to lock any fire door while the Demised Premises areoccupied

 

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

 

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(g)           assoon as reasonably practicable to inform the Landlord in writing of anyconviction 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 likelyto materially affect the decision of any insurer or underwriter to grant or tocontinue any such insurance of the Demised Premises

 

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

 

(i)            ifand whenever during the Term the Demised Premises or any part of them aredamaged or destroyed by an Insured Risk and the insurance money under thepolicy of insurance effected by the Landlord pursuant to its obligationscontained in this lease is by reason of any act or default of the Tenant oranyone at the Demised Premises expressly or by implication with the Tenant’sauthority wholly or partially irrecoverable immediately in every such case (asthe option of the Landlord acting reasonably) either:

 

(i)            torebuild and reinstate at its own expense the Demised Premises or the partdestroyed or damaged to the reasonable satisfaction and under the supervisionof the Surveyor the Tenant being allowed towards the expenses of so doing uponsuch rebuilding and reinstatement being completed the amount (if any) actuallyreceived in respect of such destruction or damage under any such insurancepolicy or

 

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

 

8              Landlord’sInsurance Convenants

 

The Landlord convenants with the Tenant inrelation to the policy of insurance effected by the Landlord pursuant to itsobligations contained in this lease to produce to the Tenant on demandreasonable evidence of the terms of the policy and the fact that the lastpremium has been paid

 

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EXECUTED AS ADEED by

**PRIMEHOLDINGS LIMITED**

acting by:

 

 
| Director           | /s/  [ILLEGIBLE] |   |
|--------------------|------------------|--------|
|               |             |
|               |             |
| Director/Secretary | /s/  [ILLEGIBLE] |   |

 

 

 

EXECUTED AS ADEED by

**MELBOURNECOURT**

**MANAGEMENT**

**COMPANYLIMITED**

acting by:

 

 
| Director           | /s/ [ILLEGIBLE] |   |
|--------------------|-----------------|--------|
|               |            |
|               |            |
| Director/Secretary |            |

 

----

 

EXECUTED AS A DEED by

**a.p.solve LIMITED**

acting by:

 

 
| Director           |   |
|--------------------|--------|
|               |   |
|               |   |
| Director/Secretary |   |

 

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----