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TRANSCRIPT
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DATED 2, ~ ~ 2018
(1) NETWORKS CE D VELOPMENTS LIMITED
(2) PRAM ~(~K~,L~IMITED
(3) PR INDUSTRIAL SRL
AGREEMENT FOR LEASE
relating to :Unit 4, Tunstall Arrow South
James Grindley Way Stoke-on-Trent
Ref: GRAM\101255.07926280785.5
CONTENTS
1. DEFINITIONS AND INTERPRETATION ............................
2. AGREEMENT FOR LEASE ................................................
3. TITLE ...................................................................................
4. ENCUMBRANCES ..............................................................
5. THE LEASE .........................................................................
6. MEASUREMENT OF THE INTERNAL AREA ....................
7. CONFIDENTIALITY ............................................................
8. GUARANTEE ......................................................................
9. TERMINATION ....................................................................
10. EFFECT OF TERMINATION ..............................................
1 1. TENANT'S FIT-OUT WORKS .............................................
12. LANDLORD'S LIABILITY ....................................................
13. NON-ASSIGNMENT .....................................................:.....
14. ENTIRE AGREEMENT .......................................................
15. LEGAL COSTS ...................................................................
16. NON-MERGER ...................................................................
17. VAT ......................................................................................
18. NOTICES ............................................................................
19. INTEREST ...........................................................................
20. MONEY LAUNDERING .......................................................
21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999.
22. JURISDICTION ...................................................................
SCHEDULE 1 -TITLE .....................................................................
SCHEDULE 2 -WORKS OBLIGATIONS ........................................
SCHEDULE 3 -EXPERT DETERMINATION .................................
APPENDIX 1 -AGREED FORM OF LEASE ...................................
APPENDIX 2 -LICENCE FOR ALTERATIONS ...............................
APPENDIX 3 -OPINION LETTER ...................................................
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26280785.5
DATE Z,j ~ 2018
PARTIES
(1) NETWORK SPACE DEVELOPMENTS LIMITED incorporated and registered in Englandand Wales with company number: 1604509 whose registered office is at Centrix House,Crow Lane East, Newton-le-Willows WA12 9UY (the Landlord );
-G~a~~c. uk(2) PRAMAC jtftE} LIMITED incorporated and registered in England and Wales with company
number: 1`432297 whose registered office is at Room 116, The Innovation Centre FestivalDrive, Victoria Business Park, Ebbw Vale, Blaenau Gwent, Wales, NP23 8XA (the Tenant);
and
(3) PR INDUSTRIAL SRL incorporated and registered in Italy with company number
whose registered office is at Locality II Piano Casole d'Elsa, SI 53031 Italy (the Guarantor).
INTRODUCTION
(A) The Landlord owns the freehold of the Property and has agreed to grant the Tenant a Leaseof the Property on the terms contained in this agreement.
(B) The Landlord has obtained planning permission for its proposed works and has agreed toconstruct the Landlord's Works on the Property before the grant of the Lease.
IT IS AGREED
1. DEFINITIONS AND INTERPRETATION
1.1 In this agreement, unless the context otherwise requires, the following words andexpressions shall have the following meanings:
Actual completionactual completion of the grant of the Lease and `Date of Actual Completion' is to beinterpreted accordingly;
Adjoining Propertythe estate of which the Property forms part being developed by the Landlord known asTunstall Arrow including the land registered at the land registry and comprised in the TitleNumbers;
Annual Rent(a) for the period commencing on the Rent Commencement Date until the date two
years after the Term Commencement Date the amount in pounds sterlingcalculated by multiplying the Internal Area by £6.25 per square foot; and
(b) for the period commencing on the date two years after the Term CommencementDate the amount in pounds sterling calculated by multiplying the Internal Area by£6.50 per square foot and subject to further review in accordance with the terms ofthe Lease.
Applicable Lawall or any of the following:
(a) any Acts of Parliament, European legislation and any statutory instruments, rules,orders, regulations, notices, directions, bye-laws, permissions and plans for the timebeing made under or deriving validity from any Act of Parliament or Europeanlegislation; and
(b) any regulations, orders, bye-laws or codes of practice of any local or statutoryauthority having jurisdiction over the Landlord's Works;
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Appointmentsthe deeds of appointment entered into with members of the Professional Team prior to thedate of this Agreement and such further deeds of appointment as may be entered into inaccordance with paragraph 7 of Schedule 2;
ArchitectDLA Architecture Limited (registered number: 01711510) whose registered office is 55 StPauls Street, Leeds LS1 2TE or such other architect appointed by the Landlord inaccordance with paragraph 7 of Schedule 2;
Buildingthe building to be constructed on the Property as part of the Landlord's Works;
Building Contractthe building contract dated 28 June 2017 made between the Landlord and the BuildingContractor for carrying out the Landlord's Works together with such amendments orvariations as the Landlord may reasonably require;
Building ContractorCaddick Construction Limited (Company Number 01435461) whose registered office is atCalder Grange, Knottingley, Wept Yorkshire, WF11 8DA or §uch other Building Contractoras the Landlord appoints as the Building Contractor for the purposes of the Landlord'sWorks in accordance with paragraph 6 of Schedule 2;
CDM Regulationsthe Construction (Design and Management) Regulations 2015;
Contract Rate4% per annum above the base lending rate from time to time of Barclays Bank plc;
Contractors Warrantythe warranty to be given by the Building Contractor under paragraph 7.1 of Schedule 2;
Date of Practical Completionthe date of Practical Completion as certified in the Statement of Practical Completion;
Defectsany defects, shrinkages or other faults in the Landlord's Works for which the BuildingContractor is responsible in accordance with the terms of the Building Contract;
Deleterious Materialsany products, substances or materials or any combination of them which at the time ofspecification:
(a) do not confirm with British or European Standards; and
(b) are generally known to the building profession to be deleterious in the particularcircumstances in which they are specified to be used or are used.
Design Sub-Contractorsthe sub-contractors appointed or to be appointed by the Building Contractor who have amaterial design responsibility for the Landlord's Works in relation to the carrying out of thefollowing elements of the Landlord's Works:
(a) piling and foundations;
(b) structural steelwork and roof structure;
(c) pre-cast concrete;
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(d) profiled metal cladding or curtain walling; and
(e) mechanical and electrical services;
Design Sub-Contractors Warrantiesthe warranties to be given by the Design Sub-Contractors under paragraph 7.1 of Schedule2;
Encumbrancesthe agreements, covenants, declarations, exceptions, provisions, reservations and othermatters, if any, set out in Schedule 1;
Energy Performance Certificatea certificate which complies with of the Energy Performance of Buildings (England andWales) Regulations 2012 (S1 2012/3118) or regulation 29 of the Building Regulations 2010;
Employer's AgentWakemans Limited (registered number 3507404) whose registered office is at 11/12Highfield Road, Edgbaston, Birmingham B15 3E6 or such other person appointed by theLandlord in connection with the Landlord's Works and notice of whose appointment is to begiven in writing to the Tenant;
Experthas the meaning given to it in paragraph 1 of Schedule 3;
Full Reinstatement Valuethe cost, which is to be determined by the Landlord or the Employer's Agent actingreasonably, of reinstating the Landlord's Works and any materials, plant and equipmentfollowing their complete destruction by any of the Insured Risks including the costs ofdemolition, estate clearance, shoring-up, planning fees, architects, legal and otherprofessional fees and VAT on these costs;
Insured Risksuntil the Date of Practical Completion such risks as are usually covered by a contractor's allrisk insurance policy pursuant to a building contract and/or may be reasonably required bythe Landlord and after such date as the term "Insured Risks" is defined in the Lease;
Internal Areathe gross internal area of the ground and first floors of the Property measured in square feetin accordance with Part 3 of the RICS Property Measurement 1st edition, May 2015;
Insolventif a person is a company:
(a) it enters into a voluntary arrangement under Part I of the Insolvency Act 1986 or itenters into a scheme of arrangement with its creditors in satisfaction or composition ofits debt;
(b) an administrator is appointed under Part II Insolvency Act 1986;
(c) a receiver or manager, including an administrative receiver, is appointed whetherunder Part III Insolvency Act 1986, under the Law of Property Act 1925 or otherwise;
(d) a resolution to wind-up is passed or a provisional liquidator is appointed or a winding-up order is made under Part IV Insolvency Act 1986 unless the purpose of a solventamalgamation or reconstruction of the company;
(e) a scheme of arrangement is made under Part 26 Companies Act 2006;
(f) it changes its status from unlimited to limited; or
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(g) it is struck off the register of companies or otherwise ceases to exist;
if a person is an individual:
(a) an interim order or voluntary arrangement is made under Part VIII Insolvency Act1986;
(b) a trustee in bankruptcy is appointed or the individual is otherwise declared to bebankrupt;
(c) the individual enters into a deed of arrangement or composition with his or hercreditors;
(d) a receiver is appointed under the Mental Health Act 1983 or the individual becomesincapable of managing his or her affairs; or
(e) the individual dies;
if finro or more people are in partnership and:
(a) they enter into a voluntary arrangement under Part II Insolvency Partnerships Order1994;
(b) an administration order is made under Parts III Insolvent Partnerships Order 1994; or
(c) a winding-up order is made under Parts IV or V Insolvent Partnerships Order 1994;or
(d) a person is incorporated or resident in a jurisdiction outside England and Wales andany event or circumstance occurs which under the laws of that jurisdiction has ananalogous or equivalent effect to any of the above events;
Justifiable Delay Eventsany one or more of the following:
(a) delay by a local authority or statutory undertaker in carrying out work in pursuance ofits statutory obligations or failure by such an authority or undertaking to carry out suchwork;
(b) exceptionally inclement weather;
(c) loss or damage by any one or more of the Insured Risks;
(d) any other causes or circumstances beyond the reasonable control of the Landlord orthe Building Contractor; or
(e) any act or omission of the Tenant.
Landlord's SolicitorsGateley Plc of Ship Canal House, 98 King Street, Manchester M2 4WU (ref:GRAM/101255.079) or such other solicitors as the Landlord appoints in relation to theAgreement for Lease and notifies to the Tenants Solicitors in writing);
Landlord's Worksthe works in relation to the Property and (where applicable) the Adjoining Property asdetailed in the Specification and the Off Site Works;
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Leasea lease to be granted by the Landlord to the Tenant at the request of the Guarantor in theform attached to this agreement at Appendix 1 incorporating the details to be included underclause 5.2;
Lease Completion DateFive working days after the later of the Date of Practical Completion and the date uponwhich the Internal Area is agreed or determined pursuant to clause 7.3;
Notice of Completion of Making Goodthe notice statement or certificate to be issued under the Building Contract certifying that allDefects in the Landlord's Works which appear during the Rectification Period and which arethe responsibility of the Building Contractor have been made good in accordance with theterms of the Building Contract;
Mechanical and Electrical EngineerHoare Lea &Partners whose place of business is Royal Exchange Cross Street ManchesterM2 7FL or such other chartered engineer appointed by the Landlord or the BuildingContractor in accordance with paragraph 7 of Schedule 4;
Off Site Worksany works that must be completed other than on the Property and Adjoining Property(whether pursuant to the Planning Permission or any Statutory Agreement or otherwise) soas to afford proper and reasonable access and servicing to the Property;
Opinion Letteran opinion letter in relation to the Guarantor from an Italian law firm approved by theLandlord (approval not to be unreasonably withheld or delayed) addressed to the Landlordand its successors in title in the form annexed at Appendix 3
Planning Permissionplanning permission for the Landlord's Works reference 60237/HYB granted by Stoke-on-Trent City Council on 10 March 2017
Presidentthe President for the time being of the Royal Institution of Chartered Surveyors or anyperson authorised to act on his behalf;
Practical Completioncompletion of the Landlord's Works in accordance with the provisions of the BuildingContract but disregarding any minor defects that are the subject of a snagging list to beattached to the Statement of Practical Completion in accordance with the provisions of theBuilding Contract;
Professional Teamthe following professionals:
(a) the Architect;
(b) the Employer's Agent;
(c) the Mechanical and Electrical Engineer;
(d) the Quantity Surveyor;
(e) the Structural Engineer;
Professional Team Warrantiesthe warranties to be given by each member of the Professional Team under paragraph 7.1of Schedule 2;
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Propertythe premises forming part of the land which is registered under the Title Numbers) known orto be known as Unit 4, Tunstall Arrow (South) James Brindley Way Stoke-on-TrentStaffordshire as defined in the Lease and shown for identification edged red on the planattached to the Lease and includes the Building;
Quantity SurveyorWakemans Limited (registered number 3507404) whose registered office is at 11/12Highfield Road, Edgbaston, Birmingham B15 3EB or such other quantity surveyor appointedby the Landlord or the Building Contractor in accordance with paragraph 7 of Schedule 4;
Recommendation Reportthe recommendation report required by regulation 9 Energy Performance of Buildings(England and Wales) Regulations 2012 (SI 2012/3118), including a report issued by anEnergy Assessor for the purposes of regulation 29(5) Building Regulations 2010 S/201/2214) or regulation 20(1) Building (Approved Inspectors etc.) Regulations 2010 (SI2010/2215);
Rectification Periodthe defects liability period or rectification period under the Building Contract which shall notbe less than 12 months from the date caf Practical ~Urriplelic~n,
Rent Commencement Datethe date six months after the Term Commencement Date
Requisite Consentsall agreements, approvals (including approval of reserved matters), consents, permissionsand licences required from any local or other competent authority under any statute, by-lawor regulation which are necessary to enable the Landlord lawfully to carry out and completethe Landlord's Works or to reinstate them if they are damaged or destroyed;
Review Datesthe dates calculated as the fifth and tenth anniversary of the Team Commencement Date;
Specificationthe written specification and the plans detailing the Landlord's Works as annexed to theBuilding Contract so far as the same relate to the Property and includes any changes tothem made under the terms of this agreement or otherwise agreed in writing between theLandlord and the Tenant;
Standard Conditionsthe Standard Commercial Property Conditions (2nd Edition) and Standard Condition shall beinterpreted accordingly;
Statement of Practical Completionthe practical completion statement or certificate to be issued in accordance with the BuildingContract certifying that Practical Completion has taken place;
Statutory Agreementan agreement or undertaking in respect of and affecting the Property or the AdjoiningProperty in relation to the Landlord's Works (whether or not also affecting other property)pursuant to:
(a) section 106 Town and Country Planning Act 1990;
(b) section 111 Local Government Act 1972;
(c) section 33 Local Government (Miscellaneous Provisions) Act 1982;
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(d) section 104 Water Industry Act 1991 or any other provision of similar intent, within themeaning of the Water Act 1989, with an appropriate authority for the supply of wateror the drainage of surface or foul water from the Property or the Adjoining Property; or
(e) any agreement with an appropriate authority or utility company relating to the passageor transmission of gas, water, electricity, foul or surface water drainage or any ofthem;
(f) any highways agreement.
Structural EngineerWYG Engineering Limited (Company Number 1959704) whose registered office is atArndale Court, Otley Road, Headingley, Leeds LS6 2UJ or such other chartered engineerappointed by the Landlord or the Building Contractor in accordance with paragraph 7 ofSchedule 2 the identity of whom shall be notified by the Landlord to the Tenant;
Target AreaTwenty thousand (20,000) square feet of Internal Area;
Target Date of Practical Completion31 August 2018 subject to any changes made in accordance with paragraph 3 of Schedule2;
Tenant's Fit-Out Worksthe works which the Tenant proposes to carry out by way of fitting out of the Property
Tenant's SolicitorsORJ Solicitors LLP of Queensville House, Stafford ST17 4NL (Ref: HSD/022767/0001);
Tenant's Surveyorsuch surveyor as is appointed by the Tenant and notified to the Landlord in writing from timeto time
Term Commencement Datethe Lease Completion Date;
Title NumbersSF181082 and SF170513;
VATvalue added tax chargeable under the Value Added Tax 1994 and any similar replacementtax and any similar additional tax;
Works Longstop Date1 December 2018;
Working Dayany day except Saturday, Sunday and bank or other public holidays in England or Wales;
1.2 In this agreement, unless the context otherwise requires:
1.2.1 the clause headings are for reference only and do not affect its interpretation;
1.2.2 unless otherwise indicated, references to clauses and schedules are to clausesof and schedules to this agreement and references in a schedule to aparagraph are to a paragraph of that schedule;
1.2.3 references to any statute or statutory provision include references to:
(a) all Acts of Parliament and all other legislation having legal effect in theUnited Kingdom; and
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(b) any subsequent statutes directly or indirectly amending, consolidating,extending, replacing or re-enacting that statute and also include anyorders, regulations, instruments or other subordinate legislation madeunder that statute;
1.2.4 references to the Property the Building and the Adjoining Property include anypart of them;
1.2.5 the words other, "include", "including" and "in particular" do not limit thegenerality of any preceding words and any words which follow them shall notbe construed as being limited in scope to the same class as the precedingwords where a wider construction is possible;
1.2.6 "indemnify" means to indemnify against all actions, claims, demands andproceedings taken or made against a party and all costs, damages, expenses,liabilities and losses incurred by the party;
1.2.7 if there is more than one person as a party to this agreement, the obligationsthat they undertake can be enforced against them all jointly or against eachindividually;
1.2.8 if any provision is held to be illegal, invalid or unenforceable, the legality,validity and enforceability of the remainder of the agreement is to beunaffected; and
1.2.9 if there is any conflict between the Specification and the terms of thisagreement the latter shall prevail.
1.2.10 Where there is reference to the Tenant having access to the Property pursuantto Schedule 2 such access shall be given to the Tenant's Surveyor appointed toadvise the Tenant on the progress of the Landlord's Works and therefore shallensure the Tenants Surveyor may make representations on behalf of theTenant for the purposes of this Agreement
1.3 Standard Conditions
1.3.1 this agreement incorporates the Standard Conditions in so far as they apply tothe grant of a lease and are not varied by or inconsistent with the provisions ofthis agreement (which shall prevail in the case of a conflict);
1.3.2 for the purposes of the Standard Conditions references to "the seller" and "thebuyer" shall be deemed to be references to the Landlord and the Tenantrespectively;
1.3.3 the conditions set out in Part 1 of the Standard Conditions shall be varied asfollows:
(a) in Standard Condition 1.1.1 (c) insert at the end "or its successors in title";
(b) in Standard Condition 1.1.1 (e) the contract rate shall be the ContractRate specified in this agreement;
(c) in Standard Condition 1.1.3(b) all the words after secured on the propertyshall be deleted
(d) Standard Condition 1.1.4(a) shall not apply;
(e) Standard Condition 3.3 shall be replaced in its entirety with: "The buyershall have no rights of light or air or other rights over any land which theseller will be retaining near the property other than any expressly grantedor reserved in the transferor lease of the property to the buyer";
(f) in Standard Condition 4.2.4 insert "or if earlier the date two working daysprior to the date on which the seller is to take the step in suchproceedings" after "10 working days" and also at the end of 4.2.7(b)(ii);
(g) Standard Condition 8.8.2 shall be varied so as to read: "The parties areto complete the contract before 2.00 p.m. on the tenth working dayfollowing the giving of the notice to complete, excluding the day on which
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the notice is given. For this purpose, time is of the essence of thecontract";
(h) in Standard Condition 9.1.2 the word represented shall be deleted andthe words "expressly stated in the contract' shall be substituted in itsplace.
1.3.4 Part 2 of the Standard Conditions shall not apply to this agreement.
2. AGREEMENT FOR LEASE
2.1 The Landlord and the Tenant are to comply with their obligations in respect of the Landlord'sWorks as set out in Schedule 2.
2.2 The Landlord agrees to grant or procure the grant of and the Tenant agrees to accept thegrant of the Lease on the Lease Completion Date. No purchase price, premium, or deposit ispayable.
2.3 The Tenant shall deliver an Opinion Letter to the Landlord both (a) on the date of thisAgreement and (b) on the Lease Completion Date.
3. TITLE
3.1 Title to the Property having been investigated by (or on behalf of) the Tenant before the dateof this agreement the Tenant shall be deemed to have accepted such title and shall not beentitled to raise any objection enquiry or requisition to the title except in respect of:
3.1.1 any matters registered against the Title Numbers) after the date of thisAgreement that relate to matters that the Landlord has not previously disclosedto the Tenant; and
3.1.2 any financial charges registered against the Title Number(s).
3.1.3 any matters arising as a consequence of the Tenants usual pre-completionsearches.
3.2 The Landlord lets with full title guarantee but the implied covenants for title are modified sothat:
3.2.1 the covenant set out in section 2(1)(b) Law of Property (MiscellaneousProvisions) Act 1994 (LP(MP)A 1994) shall not extend to costs arising from theTenants failure to:
(a) make proper searches; or
(b) raise requisitions on title or on the results of the Tenant's searchesbefore the date of this agreement; and
3.2.2 the covenant set out in section 3(3) LP(MP)A 1994 shall extend only to chargesor encumbrances created by the Landlord.
3.3 This agreement is executory only and shall not operate or be deemed to operate as ademise of the Property until actual completion of the grant of the Lease.
3.4 Vacant possession of the Property will be given to the Tenant upon actual completion of thegrant of the Lease.
3.5 The Tenant shall not be entitled to occupation or possession of the Property until the Leasehas been completed.
4. ENCUMBRANCES
4.1 The Property is let subject to the Encumbrances.
4.2 The Tenant is to be treated as accepting the grant of the Lease with full knowledge of anyEncumbrances and will not raise any requisition or objection to them.
4.3 The Property is let subject to:
4.3.1 the matters contained or referred to in Standard Condition 3.1.2;
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4.3.2 any registered local land charges and any matter capable of being registeredas a local land charge even if not so registered at the Date of ActualCompletion;
4.3.3 any notice, order or proposal given or made by a government department or byany public or local authority, statutory undertaker or other competent body orperson;
4.3.4 all charges, orders, proposals, restrictions, agreements, notices or othermatters arising under the town and country planning or highways legislationwhich affect or relate to the Property and to any orders or regulations madeunder that or any other legislation;
4.3.5 all rates, charges and other outgoings which affect or are charged on theProperty except for any mortgage or legal charge relating to money secured onthe Property;
4.3.6 any unregistered interest that overrides the disposition effected pursuant to thisagreement under Schedules 1, 3 or 12 Land Registration Act 2002 or whichwould override the disposition if the Lease were subject to first registration;
4.3.7 any Statutory Agreement;
4.3.E all public or private rights of way and other rights, easements or quasi-easements and wayleaves affiecting the Property and other like matters and theLandlord shall not be required to give any evidence or information as to theexistence or otherwise of any such matters; and
4.3.9 all liability to repair and maintain roads, paths, conduits, fences and other likematters or to contribute to the cost of their repair and maintenance, and theLandlord shall not be required to give any evidence or information as to theexistence or otherwise of any such matters;
PROVIDED THAT the Landlord confirms that it has disclosed to the Tenant all matters ofwhich it is aware as fall within clauses 5.3.1 to 5.3.9 above.
5. THE LEASE
5.1 The Lease and its counterpart are to be prepared by the Landlord's Solicitors.
5.2 The following details are to be inserted in the Lease and its counterpart when they areengrossed or, if this is not possible, inserted in manuscript and initialled by or on behalf ofthe parties on the Date of Actual Completion:
5.2.1 the Term Commencement Date within the definition of Contractual Term in theLease;
5.2.2 the Rent Commencement Date;
5.2.3 the respective Annual Rent figures within the definition of Annual Rent in theLease; and
5.2.4 the Review Dates.
5.3 The liability to pay the insurance premiums under the Lease is to commence on the TermCommencement Date and the liability to pay the contribution towards the service chargeunder the Lease is to commence on the Term Commencement Date.
5.4 The Landlord may make such minor additions or modifications to the form of Lease and/orthe plan attached to the Lease as may be reasonably required accurately and properly todescribe the Property or the Building as eventually designed and constructed in accordancewith this agreement or to describe the Property or the Building as named.
6. MEASUREMENT OF THE INTERNAL AREA
6.1 The Landlord and the Tenant are to co-operate to ensure that the Property is measured forthe purposes of agreeing the Internal Area as soon as the Internal Area can be accuratelydetermined as soon as possible and in any event before the Date of Practical Completion.
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6.2 The Landlord is to give the Tenant not less than five working days' prior written notice of thedate and time, being a Working Day, when the Employer's Agent and the BuildingContractor will measure the Property for the purposes of determining the Internal Area.
6.3 If the Employer's Agent and the Tenant are unable to agree the Internal Area within fiveWorking Days of the measurement of the Property, either the Landlord or the Tenant mayapply for the matter to be determined in accordance with Schedule 3.
6.4 The Annual Rent shall be calculated based on the Internal Area as agreed or determined inaccordance with the definition of Annual Rent set out in this Agreement.
7. CONFIDENTIALITY
7.1 Each of the parties to this agreement agrees that it shall take all reasonable steps to keepconfidential and shall not (without the prior written approval of the other party such approvalnot to be unreasonably withheld or delayed) seek to publicise to any other person theexistence of and the terms of this agreement (but not so as to restrict the parties in any wayin the performance of their obligations under this agreement).
7.2 The Tenant agrees with the Landlord not to protect this agreement (or any rights created byit) on the register of the Landlord's title except by way of unilateral notice and not to producea copy or extract of this agreement to the Land Registry (except where the Tenant is makingan application for first registration of the Lease or an application to note rights granted in theLease after completion). Subject to the Landlord providing completed forms EX1 and EX1Awithin 10 working days of completion of the Lease together with a cheque for the requisitefee) the Tenant will submit (or will procure that there is submitted) simultaneously with anyapplication to the Land Registry for the registration of the Tenant as registered proprietor ofthe Lease any applications in forms EX1 and EX1A required by the Landlord.
7.3 As soon as reasonably practicable after the Date of Actual Completion the Tenant is to useall reasonable endeavours to register the Lease and remove any notice in respect of thisagreement at the Land Registry and, on completion of that registration, is to provide theLandlord with official copies of the title to the Lease showing the Tenant registered asproprietor together with any title plan produced or updated by the Land Registry as part ofthat registration.
8. GUARANTEE
8.1 This agreement has been entered into by the Tenant with the consent of and at the requestof the Guarantor and in consideration of the Landlord agreeing to let the Property to theTenant.
8.2 The Guarantor covenants with and guarantees to the Landlord and (without the need for anyexpress assignment) with the Landlord's successors in title by way of primary obligation, thatthe Tenant will comply with the terms of this agreement.
8.3 As an independent obligation, the Guarantor agrees with the Landlord to comply with theterms of this agreement if the Tenant does not do so and to indemnify the Landlord againstany breach of those terms.
8.4 The Guarantor agrees that the Landlord may make a claim under this guarantee andindemnity without first making a claim against the Tenant.
8.5 The Guarantor shall pay all sums due to the Landlord under this guarantee and indemnitywithout any legal or equitable set-off, counterclaim or deduction.
8.6 If the Tenant fails to complete the Lease the Guarantor will, within two months of a failure onthe part of the Tenant to do so, on written demand of the Landlord enter into a lease with theLandlord in the same terms as the Lease save with the Guarantor as the Tenant andexcluding the Guarantor's separate guarantee covenant and the Guarantor will pay theLandlord's costs (including VAT) in connection with such lease.
8.7 The obligations of the Guarantor shall not be released by:
8.7.1 any delay or neglect by the Landlord in enforcing the terms of this agreement orany time allowed by the Landlord for their performance;
8.7.2 any variation of the terms of this agreement;
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8.7.3 any disability, incapacity or other circumstances relating to the Tenant, whetheror not known to the Landlord; or
8.7.4 anything else which would have released the Guarantor whether by thevariation of the obligations guaranteed or by the conduct of the parties.
8.8 If any liquidator or trustee in bankruptcy of the Tenant shall disclaim this agreement theGuarantor will on written demand by the Landlord within three months of such disclaimerenter into an agreement with the Landlord in the same terms as this agreement save withthe Guarantor as tenant and excluding the Guarantor's separate guarantee obligation. TheGuarantor will also pay the Landlord's costs (including VAT) in connection with suchagreement.
8.9 The Guarantor shall be party to the Lease and Licence for Alterations to give the guaranteesto the Landlord contained in them.
9. TERMINATION
9.1 The Landlord will be entitled to end this agreement by serving written notice on the Tenant if:
9.1.1 the Tenant does not pay any monies within 42 days after they become dueunder this agreement (subject to the same having been demanded in writing bythe Landlord and not being in lawful dispute by the Tenant);
9.1.2 the Tenant or the Guarantor materially breaches the terms of this agreementand either;
(a) that breach is incapable of remedy; or
(b) that breach is capable of remedy and the Tenant or the Guarantor doesnot remedy the breach within 21 days of a written notice from theLandlord requiring the breach to be remedied;
9.1.3 the Tenant or the Guarantor become Insolvent; or
9.1.4 anything occurs in relation to the Tenant or the Guarantor which, had the Leasebeen granted, would entitle the Landlord to exercise its right of re-entry underthe Lease.
9.2 If the Date of Practical Completion has not occurred by the Works Longstop Date, either theLandlord or the Tenant may at any time after the Works Longstop Date but before the Dateof Practical Completion end this agreement by serving written notice to that effect on theother but if so determined the Tenant is to have no claim against the Landlord for damages,compensation or costs.
10. EFFECT OF TERMINATION
10.1 If this agreement comes to an end before the grant of the Lease:
10.1.1 it will not prejudice the rights of the parties in respect of any breach of thisagreement outstanding at the date this agreement ends;
10.1.2 the Tenant will immediately procure the cancellation of any land chargesregistered at the Land Charges Registry or any notice registered at the LandRegistry in respect of this agreement and provide written evidence to theLandlord both of the application for cancellation and any acknowledgment ofthe cancellation;
10.1.3 except in relation to this clause 10, neither the Landlord or the Tenant will beunder any future liability to the other under this agreement.
11. TENANT'S FIT-OUT WORKS
11.1 The Tenant shall as soon as reasonably practicable at its own expense prepare and submitto the Landlord for approval two copies of the drawings and specification of the Tenant's Fit-Out Works and the Landlord shall consider the same and notify the Tenant of its approval or
otherwise as soon as reasonably practicable giving reasons for any refusal to approve them.
1218052308.5
11.2 In deciding whether to approve the Tenant's Fit-Out Works the Landlord shall notunreasonably withhold or delay its consent where it would not have been entitled to withholdor delay its consent unreasonably under the Lease if the same had been granted.
11.3 The Landlord's consent to the Tenants Fit-Out Works shall be given by way of formallicence for alterations in the form annexed in Appendix 2 (the "Licence for Alterations")subject to such amendments as the Landlord may require and which the Tenant approves(such approval not to be unreasonably withheld or delayed) and the Tenant and Guarantorwill execute a counterpart of such licence and deliver it to the Landlord in exchange for theoriginal on or before the date of completion of the Lease
12. LANDLORD'S LIABILITY
12.1 The Landlord's obligations and duties in respect of the carrying out and completion of theLandlord's Works and generally in relation to the Property are exclusively limited to thecontractual obligations and duties contained in this agreement.
12.2 The obligations of the Landlord contained in Schedule 2 are personal to the Landlord namedin this Agreement and, subject to clause 12.3, will not be enforceable against any successorin title to the Landlord's interest in the Property or any other person provided that for theavoidance of doubt the Landlord named in this Agreement shall remain responsible forperformance of the obligations of the Landlord in Schedule 2 notwithstanding disposal of itsinterest in the Property.
12.3 A successor in title of the Landlord named in this agreement must by notice in writing to theTenant, assume responsibility for the performance of the Landlord's obligations in thisagreement save with regard to the obligation contained in Schedule 2 provided that if noticeis given under this clause 12.3, the Landlord's successor in title is to perform the outstandingobligations of the Landlord named in this agreement (excluding the obligations as containedin Schedule 2) at the date of giving such notice and the notice will constitute a directcovenant with the Tenant that it will do so
13. NON-ASSIGNMENT
13.1 The Tenant is not to assign ordeal with its interest in this agreement or any part of it prior tothe grant of the Lease and is to take up occupation of the Property and accept the grant ofthe Lease itself.
13.2 The Landlord is not under any obligation to grant the Lease to anyone other than the Tenantnamed in this agreement.
13.3 The Tenant is not to mortgage or charge or in any way pledge as security its interest underthis agreement.
14. ENTIRE AGREEMENT
14.1 This agreement and the documents annexed to it constitute the whole agreement betweenthe parties and supersede any previous arrangement, understanding or agreement betweenthem relating to the subject matter of this agreement.
14.2 The Tenant acknowledges that:
14.2.1 in entering into this agreement, the Tenant has not relied on and shall have noright or remedy in respect of, any statement, representation, assurance orwarranty (whether made negligently or innocently) other than:
(a) as expressly set out in this agreement or the documents annexed to it; or
(b) in any written replies which the Landlord's Solicitors have given to anywritten enquiries raised by the Tenant's Solicitors before the date of thisagreement;
14.2.2 no representation or warranty is given or is to be implied by:
(a) the Landlord entering into this agreement; or
(b) any step taken by or on behalf of the Landlord in connection with thisagreement;
1318052308.5
as to the suitability of the Property for the Tenants use; and
14.2.3 nothing in this clause 14.2 shall limit or exclude any liability for fraud;
14.3 Standard Condition 9.1.1 is varied to read "If any plan or statement in the contract or inwritten replies which the seller's conveyancer has given to any written enquiries raised bythe buyer's conveyancer before the date of this contract is or was misleading or inaccuratedue to any error or omission, the remedies available are as follows."
14.4 This agreement may be signed in any number of duplicate parts all of which taken togetherwill on exchange constitute one agreement.
15. LEGAL COSTS
Each party shall bear its own legal and other costs in relation to this transaction.
16. NON-MERGER
I nsofar as they remain to be performed or observed the terms and conditions of thisagreement shall remain in full force and effect notwithstanding the grant of the Lease to theTenant.
17. VAT
17.1 Standard Gonditinns 1.4 1 an~i 1 4 7 shall not a~~ly
17.2 Save as otherwise stated the amount of any payment or the value of any supply asexpressed in this agreement is exclusive of VAT and where any payment or taxable supplyfalls to be made pursuant to this agreement any VAT properly chargeable thereon shallagainst provision of a valid VAT invoice addressed to the Tenant therefore be paid inaddition by the recipient of the supply for which the payment (if any) is or is deemed to beconsideration.
17.3 The Tenant declares that it has no intention of using the Property or any part of it or allowingit to be used whether by sub-letting or otherwise in such a way as to give rise to thedisapplication of any option to tax made by the Landlord.
18. NOTICES
18.1 Any notice given under this agreement must be in writing and signed by or on behalf of theparty giving it.
18.2 Any notice or document to be given or delivered under this agreement must be given bydelivering it personally or sending it by pre-paid first class post or recorded delivery, to theaddresses stated at the beginning of this agreement.
18.3 Any such notice or document will be deemed to have been received:
18.3.1 if delivered personally, at the time of delivery provided that if delivery occursbefore 9.00 am on a working day, the notice will be deemed to have beenreceived at 9.00 am on that day, and if delivery occurs after 5.00 pm on aworking day, or on a day which is not a working day, the notice will be deemedto have been received at 9.00 am on the next working day; and
18.3.2 in the case of pre-paid first class or recorded delivery post, at 9.00 am on thesecond working day after posting;
18.4 In proving delivery, it will be sufficient to prove that delivery was made or that the envelopecontaining the notice or document was properly addressed and posted as a prepaid firstclass, or recorded delivery letter or registered letter.
18.5 A notice or document delivered under this agreement shall not be validly given or delivered ifsent by e-mail or fax.
19. INTEREST
If either party hereto shall fail to pay to the other party any sums within 14 days of the datesuch sums are due to such party pursuant to any of the provisions of this agreement theparty in default shall in addition to such sum pay interest at the Contract Rate from and
1418052308.5
including the date upon which the sum should have been paid up to and including the dateof actual payment.
20. MONEY LAUNDERING
The Landlord's Solicitors (or the Landlord) is not obliged to accept any monies payableunder this agreement from or drawn on an institution which does not carry on activities of thenature listed in regulation 3(1) of the Money Laundering Regulations 2007 (SI 2007/2157)and any such payment shall not be treated as a payment made in accordance with the termsof this agreement.
21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Save as expressly provided none of the provisions of this agreement are intended to or willoperate to confer any benefit (pursuant to the Contracts (Rights of Third Parties) Act 1999)on a person who is not namely a party to the agreement.
22. JURISDICTION
This agreement shall be governed by and construed in all respects in accordance with thelaws of England and Wales to the exclusive jurisdiction of whose courts the parties shall bedeemed (to the extent necessary) irrevocably to have submitted.
1518052308.5
SCHEDULE1
Title
The matters contained or referred to in the registers of title of the Title Numbers) as at 31 July 2017timed at 11:55:52 for title number SF181082 and 31 July 2017 timed at 11:57:17 for title numberSF170513.
1618052308.5
SCHEDULE2
Works Obligations
1. CONSENTS
1.1 If it has not already obtained them, the Landlord is to use all reasonable and commerciallyprudent endeavours to obtain the Requisite Consents at its own cost and expense as soonas reasonably practicable.
1.2 The Landlord will be at liberty to grant such easements or wayleaves or other rights over theProperty as may be requisite for the supply of water, drainage, gas, electricity,telecommunications or other services to the Property or the Adjoining Property provided thatthere will be no material interference with the Tenant's use and occupation of the Property.
2. CARRYING OUT THE LANDLORD'S WORKS
2.1 Subject to obtaining the Requisite Consents, the Landlord is to procure that the BuildingContractor proceeds diligently with and carries out and completes the Landlord's Works:
2.1.1 in a good and workmanlike manner;
2.1.2 using good quality and suitable materials to the extent not otherwise specifiedin the Specification;
2.1.3 to an Internal Area equal to the Target Area plus 2%;
2.1.4 in accordance with:
(a) the Specification;
(b) the terms of the Building Contract;
(c) the Planning Permission;
(d) the Requisite Consents;
(e) all Applicable Law, including the CDM Regulations;
(f) British standards and any applicable codes of building practice; and
2.1.5 without using or specifying the use of any Deleterious Materials.
2.2 Without prejudice to paragraph 2.1, the Landlord is to use reasonable endeavours to ensurethat the whole of the Landlord's Works are carried out and completed by the Target Date ofPractical Completion.
3. EXTENSIONS OF TIME
3.1 The Target Date of Practical Completion is to be put back by a period of time equal to anyextension of time allowed to the Building Contractor under the Building Contract that doesnot result from the act omission or default of the Landlord.
3.2 If there is any delay in completing the Landlord's Works arising from:
3.2.1 any default of the Building Contractor under the terms of the Building Contract;
3.2.2 the Insolvency of the Building Contractor or any member of the ProfessionalTeam; or
3.2.3 Justifiable Delay Events, to the extent not covered by paragraph 3.1;
the Target Date of Practical Completion are to be changed to such respective dates as theEmployer's Agent certifies as being reasonable and proper in the light of the reasons for thedelay.
4. CDM REGULATIONS
4.1 The Landlord as client shall comply with its duties under the CDM Regulations and shallprocure that the Building Contractor as the principal contractor for the Landlord's Works
~ shall comply with its duties under the CDM Regulations.
1718052308.5
5. LANDLORD'S VARIATIONS
5.1 If any of the materials, plant or equipment required for the Landlord's Works cannot be
obtained within a reasonable time or at a reasonable cost the Landlord may substitute
alternative materials, plant or equipment of no lesser quality than the materials, plant or
equipment which they replace.
5.2 Subject to paragraph 5.3, the Landlord may make changes to the Specification:
5.2.1 which are required in order to comply with the terms of the Approved Planning
Permission, any Requisite Consents or Applicable Law; or
5.2.2 which the Landlord, the Employer's Agent or the Building Contractor reasonably
considers necessary;
5.3 The Landlord may not make any changes to Specification which would have a material
adverse effect on the Tenant without the prior written consent of the Tenant such consent
not to be unreasonably withheld or delayed.
6. APPOINTMENT OF THE BUILDING CONTRACTOR
6.1 The Landlord is to appoint the Building Contractor. The Landlord is to ensure that:
6.1.1 the Building Contractor is under an obligation to provide a Contractor'sWarranty to the Tenant;
6.1.2 any Design Sub-Contractors appointed by the Building Contractor under the
terms of the Building Contract will be under an obligation to provide Design
Sub-Contractors' Warranties to the Tenant;
6.1.3 before appointing members of the Professional Team, the Building Contractorwill ensure that the provisions of paragraph 7 have been complied with;
6.1.4 the Building Contract is in the JCT Design and Build Contract 2011 Edition form
incorporating the amendments in the form as supplied to the Tenants Solicitor
prior to the date of this Agreement and that the Building Contract contains an
obligation on the Building Contractor to maintain professional indemnityinsurance for not less than £5,000,000 in respect of each claim for a period of
not less than 12 years from the Date of Practical Completion;
6.1.5 the Building Contract includes an obligation on the Building Contractor not to
use Deleterious Materials in the Landlord's Works;
6.1.6 the Building Contract contains a Rectification Period of not less than 12
months; and
6.1.7 the Building Contract is executed as a deed.
6.2 Following the appointment of the Building Contractor, the Landlord is to provide a certified
copy of the Building Contract to the Tenant but the Landlord may omit the financial details in
relation to the Landlord's Works from the copy provided.
6.3 The Landlord, through the Employer's Agent, is to use all reasonable and commercially
prudent endeavours to ensure that the Building Contractor:
6.3.1 complies with its obligations in the Building Contract;
6.3.2 enforces the obligations of the members of the Professional Team under their
Appointments; and
6.3.3 enforces the obligations of the Design Sub-Contractors under their sub-
contracts.
7. APPOINTMENT OF THE PROFESSIONAL TEAM
7.1 To the extent not already done so prior to the date of this Agreement, and unless their
appointment is the responsibility of the Building Contractor under the terms of the Building
Contract, the Landlord is to appoint the members of the Professional Team. The Landlord is
to ensure that:
1818052308.5
h 1
7.1.1 the Appointments contain an obligation on the Professional Team to maintain-~ professional indemnity insurance for not less than £5,000,000 in respect of
each claim for a period of not less than 12 years from the Date of PracticalCompletion
7.1.2 that the Appointment of the Employer's Agent requires it to act impartially whenexercising its power to issue statements, certificates and award extensions oftime under the Building Contract and this Agreement,
~ 7.2 The Landlord is to use all reasonable and communally prudent endeavours to ensure thatthe Professional Team comply with the terms of the Appointments.
8. WARRANTIES
8.1 The Contractor's Warranty, Professional Team Warranties and Design Sub-Contractors'Warranties are to be substantially in the form of the draft warranties attached to the Building
~ Contract and Appointments respectively. Material amendments to the draft warranties are tobe approved in writing by the Tenant, such approval not to be unreasonably withheld ordelayed.
8.2 The Tenant may not object to the inclusion in a warranty of any terms or amendments thatare required by the professional indemnity insurers for the party providing the relevantwarranty.
8.3 The Landlord is to procure that:
8.3.1 the Building Contractor grants the Contractor's Warranty to the Tenant as soonas reasonably practicable after entering into the Building Contract;
8.3.2 the members of the Professional Team grant Professional Team Warranties to~ the Tenant as soon as reasonably practicable after entering into their
Appointments; and
x.3.3 the design Sub-Contractors grant Design Sub-Contractors' Warranties to theTenant as soon as reasonably practicable after entering into their contracts withthe Building Contractor;
Provided Always that the Landlord's obligations under this paragraph 8.3 shall not apply inrespect of any Building Contractor, member of the Professional Team or Design Sub-Contractorwho is Insolvent.
9. INSPECTION BY THE TENANT
9.1 During the carrying out of the Landlord's Works, the Tenant may enter the Property onreasonable prior notice to view the state and progress of the Landlord's Works and thematerials used provided that the Tenant shall address any requirement comment orcomplaint to the Landlord or the Employer's Agent only and not to the Building Contractor orits agents, workmen or sub-contractors or members of the Professional Team and theEmployer's Agent shall be instructed to have due regard to any reasonable requirementcomment or complaint of the Tenant.
9.2 In exercising the rights in paragraph 9.1, the Tenant and any advisors of the Tenant:
9.2.1 shall be accompanied by the Employer's Agent if the Landlord so requires andcomply with the reasonable requirements of the Building Contractor; and
9.2.2 do so at their own risk and the Tenant shall indemnify the Landlord against anyinjury or death of an person or property real or personal caused by the act oromission of the Tenant or the Tenant's advisors; and
9.2.3 are not to interfere with the Landlord's Works or attempt to give instructions toany person employed upon or in connection with the Landlord's Works.
10. STATEMENT OF PRACTICAL COMPLETION
10.1 The Landlord is to ensure that the Employer's Agent inspects the Landlord's Works with a~~ view to the issue of the Statement of Practical Completion and is to instruct the Employer's
1918052308.5
Agent to give the Tenant not less than five working days' prior written notice of the date andtime, being a working day, when the Employer's Agent will do so.
10.2 The Tenant and the Tenants advisors will be entitled to accompany the Employer's Agenton the inspection of the Landlord's Works and to make representations on the proposal toissue the Statement of Practical Completion. The Employer's Agent will have due regard toany such representations made but the Employer's Agent will be at liberty to issue theStatement of Practical Completion as in its reasonable opinion it thinks it ought to be issuedunder the terms of the Building Contract.
10.3 If the Employer's Agent does not believe that the Statement of Practical Completion can beissued the Employer's Agent is to give notice to the Tenant, which may be oral notice givend uring the inspection, of when it is intended to re-inspect the Landlord's Works for thepurpose of issuing the Statement of Practical Completion and the procedure in thisparagraph 10 will then be repeated as often as necessary until the Statement of PracticalCompletion is issued.
10.4 Subject to Practical Completion having taken place, the Landlord is to serve a copy of theStatement of Practical Completion on the Tenant as soon as reasonably practicable after thedate of the inspection of the Landlord's Works.
10.5 The issue of the Statement of Practical Completion shall be conclusive evidence binding onthe parties that the Landlc~r~i's Winks f~ave l~~en ~ui7~Nleted in accui-dance with the terms ofthis agreement, subject to the Landlord's obligations during the Rectification Period.
10.6 The Landlord and the Tenant acknowledge that the presence of minor defects in theLandlord's Works at the time of any inspection relating to the issue of the Statement ofPractical Completion or the deferment of any work of planting or landscaping until the properseason will not be a ground for delaying the issue of the Statement of Practical Completionand such minor defects and deferred planting or landscaping will be the subject of asnagging list to the Statement of Practical Completion.
1 1. CONTINUING DEVELOPMENT OF ADJOINING PROPERTY
1 1.1 The Tenant:
1 1.1.1 acknowledges and accepts that the Landlord is intending to develop the wholeof the Adjoining Property and that works at the Adjoining Property may continueafter the Date of Practical Completion; and
1 1.1.2 waives any right against the Landlord under the Lease or otherwise to claimdamages, compensation or any other remedy arising from the disturbance,nuisance or inconvenience caused by such continuing works.
1 1.2 The Landlord undertakes with the Tenant when developing the Adjoining Property that theaccess road to the Property shall be kept reasonably free from obstruction, clear from mudand debris.
12. FOLLOWING PRACTICAL COMPLETION
12.1 As soon as reasonably practicable following Practical Completion but in any event prior tothe date two months after the Date of Practical Completion, the Landlord is to:
12.1.1 prepare and provide the Tenant with copies of:
(a) the commissioning reports, test certificates and operating manuals for allplant and machinery installed as part of the Landlord's Works; and
(b) a complete set of the as-built plans, drawings and specifications of theLandlord's Works;
(c) an Energy Performance Certificate for the Property along with aRecommendation Report;
(d) the health and safety file for the Property; and
12.1.2 leave the Property in a good and clean condition, cleared of all unused buildingmaterials, refuse, plant and equipment used in the carrying out of theLandlord's Works and temporary structures.
2018052308.5
13. DEFECTS
13.1 The Landlord is to use all reasonable and commercially prudent endeavours to procure thatthe Building Contractor makes good all minor defects which have been identified in thesnagging list to the Statement of Practical Completion as soon as reasonably practicableafter the Date of Practical Completion.
13.2 The Landlord is to use all reasonable and commercially prudent endeavours to procure thatall Defects in the Landlord's Works for which the Building Contractor is responsible underthe Building Contract that arise within the Rectification Period are made good to thereasonable satisfaction of the Tenant in accordance with the terms of the Building Contract.
13.3 Not less than one month before the end of the Rectification Period, the Landlord is to inspectthe Landlord's Works and prepare a schedule of Defects.
13.4 The Landlord is to:
13.4.1 serve a copy of the schedule of Defects on the Tenant as reasonablypracticable after the inspection under paragraph 13.3; and
13.4.2 include in the schedule of Defects any additional Defects notified in writing bythe Tenant within five working days of the service of the schedule of Defectsunder paragraph 13.4.1;
13.4.3 deliver the schedule of Defects to the Building Contractor within the time limitsrequired under the Building Contract; and
13.4.4 ensure that a copy of the Notice of Completion of Making Good is provided tothe Tenant as soon as reasonably practicable after the Building Contractor hasmade good the Defects;
13.5 The Tenant is to allow access to the Property at all reasonable times to enable the scheduleof Defects to be prepared and any works required under this paragraph 13 to be carried outand completed. If the Tenant assigns the Lease before the Landlord has complied with itsobligations under this paragraph 13, it is to procure that its assignee allows the Landlordaccess to the Property to comply with its obligations under this paragraph 13.
13.6 Except in relation to minor defects contained in the snagging list for the Statement ofPractical Completion or properly notified to the Landlord in accordance with this paragraph13, the Landlord will not be liable to the Tenant in respect of any defects in the Landlord'sWorks.
13.7 Following the issue of the Notice of Completion Making Good the Landlord will have nofurther liability whatsoever to the Tenant in connection with the construction of theLandlord's Works whether under this agreement under statute in contract in tort or otherwisesave in respect of the disputes or breaches of this agreement, if any, notified to the Landlordon or before the date of issue of the Notice of Completion Making Good.
14. INSURANCE
14.1 During the carrying out the Landlord's Works and until the Date of Practical Completion, theLandlord is to use all reasonable and commercially prudent endeavours to ensure that theyare insured by the Landlord or the Building Contractor in accordance with the terms of theBuilding Contract.
14.2 If the Landlord's Works are damaged or destroyed by any of the risks insured against underthe terms of the Building Contract the Landlord will use all reasonable endeavours toprocure that the Building Contractor:
14.2.1 makes all claims for and recovers the insurance proceeds due under thatinsurance; and
14.2.2 applies the insurance proceeds received towards reinstating the relevantdamage or destruction.
14.3 The obligations in paragraph 14.2 will not apply, and the Landlord will be entitled to end thisagreement by serving written notice on the Tenant if the Landlord or the Building Contractoris prevented from reinstating the Building because:
2118052308.5
14.3.1 the Landlord or the Building Contractor, having used all reasonable endeavoursto do so, cannot obtain any consents or permissions required for thereinstatement;
14.3.2 any permission granted is subject to a lawful condition which it is impossible orunreasonable in all the circumstances for the Landlord or the BuildingContractor to comply with;
14.3.3 any defect or deficiency in the Property or the Adjoining Property previouslyunknown to the Landlord makes it impossible to reinstate or only possible at anadditional cost which is unreasonable in all the circumstances;
14.3.4 the Landlord or the Building Contractor is unable to obtain access to rebuild orreinstate; or
14.3.5 the rebuilding or reinstatement is prevented by any other circumstances beyondthe control of the Landlord or the Building Contractor.
14.4 From and including the date on which the insurance under the Building Contract comes to
an end, the Landlord will ensure that the Property is insured against the Insured Risks underthe terms of the Lease as if it had been granted on such date and the provisions in theLease relating to the insurance of the Property shall apply.
14.5 The Landlord will on reasonable request provide to the Tenant written evidence ~f tfiepolicies of insurance maintained under this paragraph 14 and the payment of any premiumsin respect of those insurance policies.
14.6 The Tenant shall not be entitled to refuse to complete or to delay completion of the grant ofthe Lease due to any event occurring after the Date of Practical Completion that results in:
14.6.1 any damage to the Property or any part of it;
14.6.2 any damage to the means of access to the Property; or
14.6.3 any deterioration in the Property's condition;
2218052308.5
SCHEDULE3
Expert Determination
1. APPOINTMENT OF EXPERT
1.1 The Expert is to be any person agreed upon the Landlord and the Tenant or in the absenceof agreement such person nominated by the President on the application of either partypursuant to the provisions of this Schedule 3 such person being an independent suitablyqualified professional person (including but not limited to a solicitor or a surveyor or planningcounsel) having regard to the subject matter of the dispute with at least ten years postqualification experience in commercial property matters similar to the subject matter of thedispute.
1.2 The Landlord and the Tenant will use all reasonable endeavours to agree the identity of theExpert to determine the dispute.
1.3 Unless the Landlord and the Tenant agree the identity of the Expert within two weeks of arequest to do so, the Expert is to be appointed at the written request of the Landlord or theTenant to the President or other most senior available officer of the Royal Institution ofChartered Surveyors.
1.4 The reference to an Expert is to be made to him as an expert unless paragraph 1.5 appliesor the Landlord and the Tenant agree at the time of his appointment that he should act as anarbitrator.
1.5 If any dispute raises or relates to the same or parallel issues as those which have been orare being submitted to independent determination under the Building Contract, the Landlordand the Tenant will endeavour to appoint the same person acting in the same capacity asmay be appointed to resolve the dispute under the Building Contract and to have the disputeproceedings under this agreement and the Building Contract consolidated.
2. CONDUCT OF THE DISPUTE
2.1 Where the Expert is to act as an expert:
2.1.1 the Landlord and the Tenant may make written representations within tenworking days of his appointment and will copy the written representations to theother party;
2.1.2 the Landlord and the Tenant are to have a further ten working days to makewritten comments on each other's representations and will copy the writtencomments to the other party;
2.1.3 the Expert is to be at liberty to call for such written evidence from the partiesand to seek such legal or other expert assistance as he or she may reasonablyrequire;
2.1.4 the Expert is not to take oral representations from the Landlord or the Tenantwithout giving both parties the opportunity to be present and to give evidenceand to cross examine each other;
2.1.5 the Expert is to have regard to all representations and evidence before him orher when making his or her decision, which is to be in writing, and will containreasons for his decision;
2.1.6 the Expert is to use all reasonable endeavours to publish his decision withinthirty working days of his appointment; and
2.1.7 the Expert is to act impartially and in good faith between the parties;
2.2 Where the Expert is to act as an arbitrator:
2.2.1 all submissions made or evidence supplied to him are to be in writing unlessthe parties agree within ten working days of his appointment that thisrequirement does not apply;
2318052308.5
2.2.2 the date of his award will be deemed to be the date on which he serves a copyof the award on the Landlord and the Tenant or the latest date if there is morethan one;
2.2.3 he will not be entitled to order the rectification, setting aside or cancellation ofthis agreement or any other deed or document;
2.2.4 he will not be entitled to direct that the recoverable costs of the arbitration, orany part of it, be limited to a specified amount; and
2.2.5 he will not be entitled to require that security be provided in respect of the costsof the arbitration;
2.3 Responsibility for the costs of referring a dispute to an Expert under this Schedule 3including costs connected with the appointment of the Expert and the Expert's own costs,but not the legal and other professional costs of any party in relation to a dispute, will bedecided by the Expert or, in the absence of any such decision, borne equally between theparties.
2418052308.5
THE PARTIES have signed this agreement on the date first set out above
Signed for and on behalf of the Landlord
.~~..: ~-:—:~. .. ~1 .............Director
Signed for and on behalf of the Tenant
Signed for and on behalf of the Guarantor
.........................................Director
.........................................Director
2518052308.5
APPENDIX 1
Agreed form of Lease
18052308.5
atee Pc
DATED
(1) NETW~ K SPACE~kEVELOPMENTS LIMITED►~GK~>C.
(2) PRAM A(aly LIMITED
(3) PR INDUSTRIAL SRL
LEASE
Relating to Unit 4, Tunstall Arrow SouthJames Brindley Way Stoke-on-Trent ST6 5GF
2018
Term: 15 yearsTerm commences: [ ]Term ends: [ ]Initial rent: £[ ]Rent review dates: [Section 24 to 28 1954 Act excluded: No
PRESCRIBED CLAUSES
LR1. Date of lease
LR2. Title numbers)LR2.1 Landlord's title numbers)SF181082 and SF170513;LR2.2 Other title numbersNone
LR3. Parties to this leaseLandlord
2018
NETWORK SPACE DEVELOPMENTS LIMITEDCentrix House, Crow Lane East, Newton-le-Willows, Merseyside WA12 9UYCompany No 1604509
Tenant
GEa~Qflc, ukF'kAMA~ ~ LIMITEDRoom 11b~ The Innovation Centre Festival Drive, Victoria Business Park, Ebbw Vale,Blaenau Gwent, Wales, NP23 8XACompany No: 1432297
Other parties
PR INDUSTRIAL SRLLocalita II Piano 53031 Casole d'Elsa, Siena, Italy.Registered in Italy(the Guarantor)
LR4. PropertyIn the case of a conflict between this clause and the remainder of this lease then, forthe purposes of registration, this clause shall prevail.See the definition of "Property" in clause 1.1 of this lease.
LR5. Prescribed statements etc.LR5.1 Statements prescribed under rules 179 (dispositions in favour of acharity), 180 (dispositions by a charity) or 196 (leases under the LeaseholdReform, Housing and Urban Development Act 1993) of the Land RegistrationRules 2003.None.
LR5.2 This lease is made under, or by reference to, provisions of:None.
LR6. Term for which the Property is leasedThe term as specified in this lease at clause 1.1 in the definition of "Contractual Term".
LR7. PremiumNone.
LR8. Prohibitions or restrictions on disposing of this leaseThis lease contains a provision that prohibits or restricts dispositions.
LR9. Rights of acquisition etc.LR9.1 Tenant's contractual rights to renew this lease, to acquire the reversionor another lease of the Property, or to acquire an interest in other land
None.
LR9.2 Tenant's covenant to (or offer to) surrender this leaseNone.
LR9.3 Landlord's contractual rights to acquire this leaseNone.
LR10. Restrictive covenants given in this lease by the Landlord in respect of land otherthan the PropertyNone.
LR11. EasementsLR11.1 Easements granted by this lease for the benefit of the PropertyThe easements as specified in clause 3 of this lease.
LR11.2 Easements granted or reserved by this lease over the Property for thebenefit of other propertyThe easements as specified in clause 4 of this lease.
LR12. Estate rentcharge burdening the PropertyNone.
LR13. Application for standard form of restrictionNone.
LR14. Declaration of trust where there is more than one person comprising the TenantN/A
2
THIS LEASE is dated the day of 2018
PARTIES AS PER PRESCRIBED CLAUSE LR3
AGREED TERMS
INTERPRETATION
The following definitions and rules of interpretation apply in this lease.
1.1 Definitions:
Act of Insolvency:
(a) the making of an administration order in relation to the Tenant;
(b) the filing at court of the prescribed documents in connection with theappointment of an administrator, or the appointment of an administrator, inany case in relation to the Tenant;
(c) the appointment of a receiver or manager or an administrative receiver inrelation to any property or income of the Tenant;
(d) the voluntary winding-up in respect of the Tenant except awinding-up forthe purpose of amalgamation or reconstruction of a solvent company inrespect of which a statutory declaration of solvency has been filed with theRegistrar of Companies;
(e) the making of a petition for awinding-up order or a winding-up order inrespect of the Tenant;
(f) the striking-off of the Tenant from the Register of Companies;
(g) the Tenant otherwise ceasing to exist (but excluding where the Tenantdies);
(h) the making of a bankruptcy order against the Tenant or any Guarantor.
The paragraphs above shall apply in relation to a partnership or limited partnership(as defined in the Partnership Act 1890 and the Limited Partnerships Act 1907respectively) subject to the modifications referred to in the Insolvent PartnershipsOrder 1994 (SI 1994/2421) (as amended), and a limited liability partnership (asdefined in the Limited Liability Partnerships Act 2000) subject to the modificationsreferred to in the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) (asamended).
Act of Insolvency includes any analogous proceedings or events that may be takenpursuant to the legislation of another jurisdiction in relation to a tenant or guarantorincorporated or domiciled in such relevant jurisdiction.
Annual Rent:
(a) for the period of two years commencing on the date on which theContractual Term commences (the amount in pounds sterling calculatedby multiplying the Internal Area by £6.25 per square foot]; and
(b) for the period commencing on the date two years after the date on whichthe Contractual Term commences (the amount in pounds sterlingcalculated by multiplying the Internal Area by £6.50 per square footJ;
then as revised pursuant to this lease and any interim rent determined under theLTA 1954.
Common Parts: the Road, Service Media and other parts of the Estate other thanthe Property and the Lettable Units.
Contractual Term: a term of 15 years beginning on, and including the [] and ending on, and including [ ].
3
CDM Regulations: the Construction (Design and Management) Regulations 2007(SI 2007/320).
Default Interest Rate: 4% per annum above the Interest Rate.
Determination Date: [ ] (The 10rn
anniversary of Term Commencement Date)
Energy Assessor: an individual who is a member of an accreditation schemeapproved by the Secretary of State in accordance with regulation 22 of the EnergyPerformance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118) orregulation 30 of the Building Regulations 2010 (SI 2010/2214).
Energy Performance Certificate: a certificate as defined in regulation 2(1) of theEnergy Performance of Buildings (England and Wales) Regulations 2012 (SI2012/3118).
Environmental Damage: any damage to human health or the environment arisingfrom the Property which would:
(i) constitute a breach of any of the provisions of clause 30.6;
(ii) give rise to a civil claim for damages; or
(iii) cause a reduction in value of the Landlord's interest in the Property
Estate: each and every part of the adjoining and neighbouring property in which theLandlord has an interest known as land and buildings at Tunstall Arrow, JamesGrindley Way, Stoke-on-Trent, Staffordshire as at the date of this Lease registeredat the Land Registry with title numbers SF181082 and SF170513 and "Estate" shallbe interpreted from time to time throughout the Contractual Term as referring toeach and every part of the Estate including any additional land as may beincorporated in the Estate and excluding any land which no longer forms part of theEstate.
Guarantor: the person described in clause LR3 as the Guarantor and includes anyperson who has guaranteed the tenant covenants of this Lease including anyperson who has entered into an Authorised Guarantee Agreement and in the caseof an individual the expression includes his personal representatives
Hazardous Material: means any substance which alone or in combination withother substances is known or reasonably believed to be harmful to human health orthe environment and because of that is subject to statutory controls on productionuse storage or disposal
Insurance Rent: the amount that the Landlord charges the Tenant for insuring theProperty which shall be based upon proportion that the gross internal area of thebuilding forming part of the Property bears to the gross internal area of all lettableUnits on the Estate
Insured Risks: means fire, explosion, lightning, earthquake, storm, flood,subsidence, heave, bursting and overflowing of water tanks, apparatus or pipes,impact by aircraft and articles dropped from them, impact by vehicles, riot, civilcommotion and any other risks against which the Landlord decides (actingreasonably) to insure against from time to time and Insured Risk means any one ofthe Insured Risks and loss of rent insurance for a period of 3 years.
Interest Rate: the base rate from time to time of National Westminster Bank plc or ifthat base rate stops being used or published then a comparable commercial ratereasonably determined by the Landlord.
Lettable Unit: a building and its curtilage on the Estate, other than the Property,that is capable of being let and occupied on terms similar to those of this lease.
LTA 1954: Landlord and Tenant Act 1954.
4
Permitted Use: use within Use Classes B1(c), B2 and/or 68 of the Town andCountry Planning (Use Classes) Order 1987 as at the date this lease is granted.
Plan : the plan annexed to this lease marked "Plan" and reference to a numberedplan means a plan annexed and numbered accordingly.
Property: the land and building at Unit 4, Tunstall Arrow, James Grindley Way,Stoke-on-Trent, Staffordshire ST6 5GF shown edged brown on Plan 1 but excludingany Service Media in on under of over the Property (whether in existence at thedate of this lease or installed in the future) that are used by the Property in commonwith any other part of the Estate.
Recommendation Report: a report as defined in regulation 4 of the EnergyPerformance of Buildings (England and Wales) Regulations 2012 (SI 2012/3118).
Rent Commencement Date: [to be completed in accordance with the Agreementfor Lease — ie. 6 months rent free]
Rent Payment Dates: 25 March, 24 June, 29 September and 25 December.
Reservations: all of the rights excepted, reserved and granted to the Landlord bythis lease.
Review Dates: the fifth and tenth anniversaries of the date of commencement ofthe Contractual Term and Review Date shall mean either of them as relevant andas the context requires.
Road: the roads and paths within the part of the Estate as shown edged red onPlan 2.
Service Charge: has the meaning set out in Schedule 2
Service Media: machinery equipment and all media for the supply or removal ofheat, electricity, gas, water, sewage, air conditioning, energy, telecommunications,data and all other services and utilities and all structures, machinery and equipmentancillary to those media.
Services: has the meaning set out in Schedule 2
Third Party Rights: all rights, covenants and restrictions affecting the Estateincluding the matters referred to at the date of this lease in the property register andthe entries of the charges register of Title Numbers SF181082 and SF170513.
VAT: value added tax chargeable under the VATA 1994 and any similarreplacement tax and any similar additional tax.
VATA 1994: Value Added Tax Act 1994.
1.2 A reference to this lease, except a reference to the date of this lease or to the grantof the lease, is a reference to this deed and any deed, licence, consent, approval orother instrument supplemental to it.
1.3 A reference to the Landlord includes a reference to the person entitled to theimmediate reversion to this lease. A reference to the Tenant includes a reference toits successors in title and assigns. A reference to a Guarantor is to any guarantor ofthe tenant covenants of this lease including a guarantor who has entered into anauthorised guarantee agreement.
1.4 In relation to any payment, a reference to a fair proportion is to a fair proportion ofthe total amount payable, determined (except as to questions of law) by theLandlord acting reasonably.
1.5 The expressions landlord covenant and tenant covenant each has the meaninggiven to it by the Landlord and Tenant (Covenants) Act 1995.
1.6 Unless the context otherwise requires, references to the Common Parts, the Estate,a Lettable Unit and the Property are to the whole and any part of them or it.
1.7 The expression neighbouring property does not include the Estate.
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1.8 A reference to the term is to the Contractual Term and statutory continuation of this~ lease.
1.9 A reference to the end of the term is to the end of the term however it ends.
1.10 References to the consent of the Landlord are to the consent of the Landlord givenin accordance with clause 40.4 and references to the approval of the Landlord areto the approval of the Landlord given in accordance with clause 40.5.
l 1.11 A working day is any day which is not a Saturday, a Sunday, a bank holiday or apublic holiday in England.
1.12 A reference to laws in general is a reference to all local, national and directlyapplicable supra-national laws as amended, extended or re-enacted from time totime and shall include all subordinate laws made from time to time under them and
_~ all orders, notices, codes of practice and guidance made under them.
1.13 Unless otherwise specified, a reference to a statute or statutory provision is areference to it as amended, extended or re-enacted from time to time and shallinclude all subordinate legislation made from time to time under that statute orstatutory provision and all orders, notices, codes of practice and guidance madeunder it.
1 1.14 Any obligation on the Tenant not to do something includes an obligation not to allowthat thing to be done and an obligation to use best endeavours to prevent that thingbeing done by another person.
1.15 Unless the context otherwise requires, any words following the terms including,include, in particular, for example or any similar expression shall be construed as
~ illustrative and shall not limit the sense of the words, description, definition, phraseor term preceding those terms.
1.16 A person includes a natural person, corporate or unincorporated body (whether prnot having separate legal personality).
1.17 A reference to writing or written does not include fax ore-mail.
~ 1.18 Unless the context otherwise requires, references to clauses and Schedules are tothe clauses and Schedules of this lease and references to paragraphs are toparagraphs of the relevant Schedule.
1.19 Clause, Schedule and paragraph headings shall not affect the interpretation of thislease.
1.20 Unless the context otherwise requires, a reference to one gender shall include areference to the other genders.
1.21 Unless the context otherwise requires, words in the singular shall include the pluraland in the plural shall include the singular.
2. GRANT
2.1 The Landlord with full title guarantee lets the Property to the Tenant for theContractual Term.
2.2 The grant is made together with the ancillary rights set out in clause 3, exceptingand reserving to the Landlord the rights set out in clause 4, and subject to the ThirdParty Rights.
~ 2.3 The grant is made with the Tenant paying the following as rent to the Landlord:
2.3.1 the Annual Rent and all VAT in respect of it;
2.3.2 the Service Charge which shall be paid as stated in schedule 2
2.3.3 the Insurance Rent;
~ 2.3.4 all interest payable under this lease; and
2.3.5 all other sums due under this lease.
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ANCILLARY RIGHTS
3.1 The Landlord grants the Tenant the following rights (the Rights):
3.1.1 the right to use the Road for the purposes of vehicular and pedestrianaccess to and egress from the Property;
3.1.2 the right to use the Common Parts for their intended purposes
3.1.3 the right to connect into any Service Media at the Estate that belong tothe Landlord and serve (but do not form part of) the Property which arein existence at the date of this lease or are installed or constructedduring the Contractual Term;
3.1.4 the right to access such parts of the Estate as from time to time remainunbuilt upon as may reasonably be necessary to enable the Tenant tocomply with its obligations under the lease;
3.1.5 rights of support and protection from the remainder of the Estate.
3.2 The Rights are granted in common with the Landlord and any other personauthorised by the Landlord.
3.3 The Rights are granted subject to the Third Party Rights insofar as the Third PartyRights affect the Common Parts and the Tenant shall not do anything that mayinterfere with any Third Party Right.
3.4 The Tenant shall exercise the Rights only in connection with its use of the Propertyfor the Permitted Use and in accordance with any regulations made by the Landlordas mentioned in clause 43.
3.5 The Tenant shall comply with all laws relating to its use of the Common Partspursuant to the Rights.
3.6 In relation to the Right mentioned in clause 3.1.1, the Landlord may, at itsreasonable discretion, on giving written notice to the Tenant change the route of theRoad to an alternative route not being materially less convenient or commodiousthan the Road as identified in this lease.
3.7 In relation to the Right mentioned in clause 3.1.2, the Landlord may, at its discretion,re-route or replace over the Estate any such Service Media and that Right shall thenapply in relation to the Service Media as re-routed or replaced
3.8 In exercising the Right mentioned in clause 3.1.3, the Tenant shall cause as littleinconvenience to the Common Parts and the other tenants and occupiers of theEstate as is reasonably practicable and shall promptly make good (to thereasonable satisfaction of the Landlord) any damage caused to the Common Partsby reason of the Tenant exercising that Right.
3.9 Except as mentioned in this clause 3, neither the grant of this lease nor anything init confers any right over the Common Parts or any Lettable Unit or any neighbouringproperty nor is to be taken to show that the Tenant may have any right over theCommon Parts or any Lettable Unit or any neighbouring property, and section 62 ofthe Law of Property Act 1925 does not apply to this lease.
4. RIGHTS EXCEPTED AND RESERVED
4.1 The following rights are excepted and reserved from this lease to the Landlord forthe benefit of the Estate and to the extent possible for the benefit of anyneighbouring or adjoining property in which the Landlord acquires an interest duringthe term:
4.1.1 rights of light, air, support and protection to the extent those rights arecapable of being enjoyed at any time during the term;
4.1.2 the right to use and to connect into Service Media at but not formingpart of the Property which are in existence at the date of this lease orwhich are installed or constructed during the period of 80 years fromthe commencement of the Contractual Term;
4.1.3 the right to install and construct Service Media at the Property to serveany part of the Estate (whether or not such Service Media also servethe Property);
4.1.4 the right to re-route any Service Media mentioned in clause 3.1.2;
4.1.5 at any time during the term, the full and free right to develop any part ofthe Estate (excluding the Property) and any neighbouring or adjoiningproperty in which the Landlord acquires an interest during the term asthe Landlord may think fit;
4.1.6 the right to build on or into any boundary wall of the Property inconnection with any of the Reservations; and
4.1.7 the right to re-route any Service Media at or serving the Property or re-route any means of access to or egress from the Property;
notwithstanding that the exercise of any of the Reservations or the works carried outpursuant to them result in a reduction in the flow of light or air to the Property .
4.2 The Landlord reserves the right to enter the Property:
4.2.1 to repair, maintain, install, construct, re-route or replace any ServiceMedia or structure relating to any of the Reservations; and
4.2.2 for any other reasonable purpose mentioned in or connected with:
(a) this lease;
(b) the Reservations; and
(c) the Landlord's interest in the Property or the Estate.
4.3 The Reservations may be exercised by the Landlord and by anyone else who is orbecomes entitled to exercise them, and by anyone authorised by the Landlord.
4.4 The Tenant shall allow all those entitled to exercise any right to enter the Property,to do so with their workers, contractors, agents and professional advisors, and toenter the Property at any reasonable time (whether or not during usual businesshours) and, except in the case of an emergency, after having given reasonablenotice (which need not be in writing) to the Tenant.
4.5 No party exercising any of the Reservations, nor its workers, contractors, agentsand professional advisors, shall be liable to the Tenant or to any undertenant orother occupier of or person at the Property for any loss, damage, injury, nuisance orinconvenience arising by reason of its exercising any of the Reservations except for:
4.5.1 physical damage to the Property; or
4.5.2 any loss, damage, injury, nuisance or inconvenience in relation towhich the law prevents the Landlord from excluding liability.
Provided the Tenants use of the Property is not materially affected.
5. THIRD PARTY RIGHTS
5.1 The Tenant shall comply with all obligations on the Landlord relating to the ThirdParty Rights insofar as those obligations relate to the Property and shall not doanything (even if otherwise permitted by this lease) that may interfere with any ThirdParty Right.
5.2 The Tenant shall allow the Landlord and any other person authorised by the termsof the Third Party Right to enter the Property in accordance with its terms subject togiving to the Tenant reasonable prior written notice (except in an emergency).
6. THE ANNUAL RENT
6.1 The Tenant shall pay the Annual Rent and any VAT in respect of it by four equalinstalments in advance on or before the Rent Payment Dates. The payments shallbe made by direct debit, banker's standing order or by any other method that theLandlord reasonably requires at any time by giving notice to the Tenant.
0
6.2 The first instalment of the Annual Rent and any VAT in respect of it shall be madeon the Rent Commencement Date and shall be the proportion, calculated on a dailybasis, in respect of the period from the Rent Commencement Date until the daybefore the next Rent Payment Date.
7. REVIEW OF THE ANNUAL RENT
7.1 Definitions
In this clause 7 the following expressions shall have the following meanings:
Market Rent: the annual rent at which the Property would reasonably be expectedto be let at the Relevant Review Date upon a letting for a term commencing on theRelevant Review Date equal to the then unexpired residue of the Term or ten years(whichever shall be the longer) at the rate applicable after the expiry of a rent-freeperiod of such length (or payment of an equivalent sum of money) as would benegotiated in the open market on the assumptions that:
7.1.1 all parts of the Property are fit for immediate occupation and use by awilling tenant;
7.1.2 the Property is to be let by a willing landlord to a willing tenant withoutpayment of a fine or premium and with vacant possession and subjectto the provisions oP this Lease (other than the amount of the AnnualRent but including these provisions for rent review on the basis thatsuch reviews will take place at [five] yearly intervals);
7.1.3 the covenants contained in this Lease on the part of the Landlord andthe Tenant have been fully performed and observed;
7.1.4 the Property may be lawfully let to and used by any person for thepurposes permitted under this Lease as varied or extended by anylicence or deed;
7.1.5 no work has been carried out on or about the Property by the Tenantits sub-tenants or their respective predecessors in title which hasreduced the lettable floor area of the Property or diminished the rentalvalue of the Property and that in case the Property has been destroyedor damaged it has been fully restored;
7.1.6 no reduction is to be made to take account of any rent-free period orother rental concession which on a new letting with vacant possessionmight be granted to an incoming tenant in respect of the carrying out bysuch incoming tenant of fitting out works to the Property;
7.1.7 the willing tenant is a taxable person for the purposes of the legislationrelating to VAT and is able to recover all input tax paid by it as a creditagainst output tax or otherwise;
but disregarding any effect on rental value of
7.1.8 the fact that the Tenant its sub-tenants or their respective predecessorsin title have been in occupation of the Property;
7.1.9 any goodwill attached to the Property by reason of the carrying on atthe Property of any business by the Tenant or its sub-tenants or theirrespective predecessors in title in their respective businesses;
7.1.10 the existence at the Relevant Review Date of any improvement to theProperty or any part thereof carried out with consent where requiredotherwise than in pursuance of an obligation to the Landlord or itspredecessors in title (except obligations requiring compliance withstatutes or directions of local authorities or other bodies exercisingpowers under statute or by royal charter) by and at the sole cost of theTenant its sub-tenants or their respective predecessors in title duringthe Term or during any period of occupation prior thereto arising out ofan agreement to grant this Lease;
D
7.1.11 any obligation on the part of the Tenant or its sub-tenants or theirrespective predecessors in title to remove any alterations or to restoreor reinstate the Property whether under this Lease or otherwise.
President: the President (or if he is unable so to act the Vice-President or otherduly authorised officer) for the time being of the Royal Institution of CharteredSurveyors;
Relevant Review Date: that Review Date at which the rent is to be reviewed.
7.2 Amount of rent
The Annual Rent shall be reviewed on each Review Date and shall from eachReview Date be a rent equal to the Annual Rent payable under this Leaseimmediately preceding the Relevant Review Date (ignoring any cesser of rent orrent abatement) or the Market Rent as at the Relevant Review Date as may beascertained as herein provided whichever be the greater.
7.3 Provisions for review
The Landlord and the Tenant shall endeavour to agree the Market Rent at any timenot being earlier than six months before the Relevant Review Date but if (forwhatever reason) the Market Rent shall not have been unconditionally agreed bythe date being three months before the Relevant Review Date then either theLandlord or the Tenant may at any time thereafter by notice in writing to the otherrequire that the Market Rent be determined by a valuer who shall be appointed bythe Landlord and the Tenant or in default of agreement appointed on the request ofeither the Landlord or the Tenant by the President provided that:
7.3.1 the valuer shall be a chartered surveyor who shall have not less thanten years' experience in valuing and letting property similar to theProperty and who shall be a partner or director of a reputable firm orcompany of chartered surveyors;
7.3.2 the valuer shall act as an expert and:
(a) the fees and expenses of the valuer including the cost of hisappointment shall be borne as the valuer shall determine and inmaking his determination the valuer shall be entitled to haveregard to any offers made by the Landlord or the Tenant and themanner in which the parties conducted the negotiations;
(b) the valuer shall afford to the Landlord and the Tenant anopportunity to make representations in writing to him with suchsupporting evidence as they may respectively wish;
(c) the valuer shall within two months after his appointment or withinsuch extended time as the Landlord shall stipulate give to theLandlord and the Tenant written notice of the amount of theMarket Rent as determined by him and his determination shallbe final and binding on the parties hereto;
(d) if the valuer shall not have given notice of his determinationwithin the period and in manner aforesaid or if for any reason itbecomes apparent that he will be unable to do so within suchperiod the Landlord and the Tenant may agree upon either ofthem may apply to the President fora new valuer to beappointed in his place (which procedure may be repeated asmay times as may be necessary) provided always that any suchdetermination given by the valuer outside such time limit butprior to the appointment of a new valuer shall be valid andeffective but if given thereafter shall be null and void.
7.4 Payment of rent
If the Market Rent has not been agreed or determined in accordance with thisclause 7 by the Relevant Review Date then the Annual Rent payable immediately
10
prior to that Relevant Review Date shall continue to be payable until suchagreement or determination and within seven days after such agreement ordetermination the Tenant shall pay the balance due (being the shortfall between theAnnual Rent actually paid from the Relevant Review Date and the Market Rent asagreed or determined payable from that Relevant Review Date up to and includingthe day preceding the next ensuing quarter day) together with interest at 2% belowI nterest on such balance calculated on a daily basis and payable from the RelevantReview Date until the date of actual payment provided that in the event of suchbalance of rent or interest being outstanding at the expiration of the period of tendays after the agreement or determination of the Market Rent then Interest will beforthwith payable thereon.
7.5 Statutory rent restrictions
If at any of the Review Dates the Landlord is required to comply with any enactmentwhich restricts or modifies the Landlord's right herein to revise the Annual Rent orwhich shall restrict the Landlord's right to demand or accept payment of the fullamount of the Annual Rent for the time being payable under this Lease then oneach occasion that any such enactment is removed relaxed or modified theLandlord may on giving written notice to the Tenant call for a review of the AnnualRent as from the date of such notice (or such later date as may be specified therein)and the Annual Rent from such date to the ncxt ~uccccding Review Date shall bedetermined in accordance with this clause 7 as though the date of such notice (orsuch later date as may be specified therein) were the Relevant Review Date.
7.6 Rent review memorandum
Any variation of the Annual Rent pursuant to this clause 7 shall when agreed ordetermined be recorded by a memorandum endorsed upon or annexed to thisLease and the counterpart hereof signed on behalf of the Landlord and the Tenantand each party shall bear its own costs in respect thereof.
7.7 Time not of the essence
Any delay in seeking the appointment of a valuer shall in no way prejudice the rightto review the Annual Rent and time shall not be of the essence in respect of anydates or periods mentioned in this clause 7.
7.8 Payment of costs
If either the Landlord or the Tenant shall fail to pay any fees and expenses of thevaluer under these provisions within 21 days of the same being demanded by thevaluer the other shall be entitled to pay the same and the amount so paid shall berepaid by the party chargeable on demand.
8. SERVICE CHARGE
8.1 The Tenant shall pay to the Landlord the Service Charge and observe and performthe obligations relating to the Service Charge as set out in schedule 2
8.2 If the Tenant pays the Service Charge the Landlord shall use reasonableendeavours to provide the Services provided always that the Landlord may add towithhold or vary the Services if it considers (acting reasonably) the additionwithholding or variation to be necessary or desirable (for the benefit of the tenants ofthe Estate as a whole and in the reasonable opinion of the Landlord the additionalcost of the variation of provision of any Services does not outweigh such benefit) orif required to do so by any competent authority and even if it increases the ServiceCharge
9. INSURANCE
9.1 Subject to clause 9.2, the Landlord shall keep the Property and the Common Parts(other than any plate glass) insured against loss or damage by the Insured Risks forthe sum which the Landlord considers (acting reasonably) to be its full reinstatementcost (taking inflation of building costs into account). The Landlord shall not beobliged to insure any part of the Property installed by the Tenant.
1 1
9.2 The Landlord's obligation to insure is subject to:
9.2.1 the Tenant paying the Insurance Rent at the times and in the mannerspecified in this lease;
9.2.2 any exclusions, limitations, excesses and conditions that may beimposed by the insurers; and
9.2.3 insurance being available in the London insurance market onreasonable terms acceptable to the Landlord.
9.3 The Tenant shall pay to the Landlord within 14 days of written demand:
9.3.1 the Insurance Rent;
9.3.2 any amount that is deducted or disallowed by the insurers pursuant toany excess provision in the insurance policy; and
9.3.3 any costs that the Landlord reasonably and properly incurs in obtaininga valuation of the Property for insurance purposes and a fair proportionof any costs that the Landlord incurs in obtaining a valuation of theEstate for insurance purposes where the insurance for the Propertyincludes the Estate provided always that the Tenant shall not beobliged to pay for such valuation more than once in any one yearperiod.
9.4 The Tenant shall:
9.4.1 as soon as is reasonably practicable after the Tenant becomes awareof the same inform the Landlord if any matter occurs that any insurer orunderwriter may treat as material in deciding whether or on what termsto insure or to continue to insure the Property and shall give theLandlord notice of that matter;
9.4.2 not knowingly do or omit anything as a result of which any policy ofinsurance of the Estate or any neighbouring property may become voidor voidable or otherwise prejudiced, or the payment of any policymoney may be withheld, nor (unless the Tenant has previously notifiedthe Landlord and has paid any increased or additional premium)anything as a result of which any increased or additional insurancepremium may become payable;
9.4.3 comply at all times with the requirements and any obligations arisingfrom the recommendations of the insurers relating to the Property andthe use by the Tenant of the Common Parts which have been notifiedto the Tenant in writing from time to time;
9.4.4 give the Landlord as soon as reasonably practicable following theTenant becoming aware of the same notice of the occurrence of anydamage or loss relating to the Property arising from an Insured Risk orof any other event that might affect any insurance policy relating to theProperty;
9.4.5 not effect any insurance of the Property (except any plate glass at theProperty), but if it becomes entitled to the benefit of any insuranceproceeds in respect of the Property (other than in respect of plateglass) pay those proceeds or cause them to be paid to the Landlord;and
9.4.6 pay the Landlord an amount equal to any insurance money that theinsurers of the Estate refuse to pay (in relation to the Estate) by reasonof any act or omission of the Tenant or any undertenant, their workers,contractors or agents or any person at the Property or the CommonParts with the actual or implied authority of any of them.
9.5 The Landlord shall, subject to obtaining all necessary planning and other consents,use all insurance money received (other than for loss of rent) in connection with any
12
damage to the Property or the Common Parts to repair the damage for which themoney has been received or (as the case may be) in rebuilding the Property or theCommon Parts as the case may be. The Landlord shall not be obliged to:
9.5.1 provide accommodation or facilities identical in layout or design so longes accommodation rca~onably cquivalent to that previously at theProperty or the Common Parts is provided; or
9.5.2 repair or rebuild if the Tenant has failed to pay any of the InsuranceRent; or
9.5.3 repair or rebuild the Property or the Common Parts after a notice hasbeen served pursuant to clause 9.7
in which circumstances the insurance monies shall belong to the Landlordabsolutely
9.6 If the Property is damaged or destroyed by an Insured Risk so as to be unfit foroccupation and use or if the Common Parts are damaged or destroyed by anInsured Risk so as to make the Property inaccessible or unusable then, unless thepolicy of insurance in relation to the Property or the Common Parts has beenvitiated in whole or in part in consequence of any act or omission of the Tenant, anyundertenant or their respective workers, contractors or agents or any other personon the Property or the Common Parts with the actual or implied authority of any ofthem, payment of the Annual Rent and the Service Charge, or a fair proportion ofthem according to the nature and extent of the damage, shall be suspended fromthe date of damage until the Property has been reinstated and made fit foroccupation and use, or the Common Parts have been reinstated so as to make theProperty accessible or useable (as the case may be) or until the Landlord's loss ofrent insurance ceases to be payable if sooner.
9.7 If within the period of six (6) months following damage to or destruction of theProperty, the Landlord considers (acting reasonably and properly) that it isimpossible impractical or uneconomic to reinstate the Property or the insurance isvitiated by any act or default of the Tenant, the Landlord may terminate this lease bygiving notice to the Tenant. On giving notice this lease shall determine but this shallbe without prejudice to any right or remedy of either party in respect of any breachof the other party's covenants of this lease. Any proceeds of the insurance (otherthan any insurance for plate glass) shall belong to the Landlord.
9.8 Either party may terminate this lease by giving notice to the other if, followingdamage or destruction of the Property or the accesses to the Property by an InsuredRisk, the Property has not been reinstated so as to be fit for occupation and use orthe accesses have not been reinstated so as to make the Property accessible oruseable within three (3) years after the date of damage or destruction. On givingthis notice this lease shall determine but this shall be without prejudice to any rightor remedy of either party in respect of any breach of the other party's covenants ofthis lease. Any proceeds of the insurance (other than any insurance for plate glass)shall belong to the Landlord.
10. RATES AND TAXES
10.1 The Tenant shall pay all present and future rates, taxes and other impositions andoutgoings payable in respect of the Property, its use and any works carried outthere, except:
10.1.1 any taxes payable by the Landlord in connection with any dealing withor disposition of the reversion to this lease; or
10.1.2 any taxes, other than VAT and insurance premium tax, payable by theLandlord by reason of the receipt of any of the rents due under thislease.
10.2 If any rates, taxes or other impositions and outgoings are payable in respect of theProperty together with other property, the Tenant shall pay a fair and reasonableproportion of the amount payable.
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10.3 The Tenant shall not make any proposal to alter the rateable value of the Propertyor that value as it appears on any draft rating list, without the approval of theLandlord.
10.4 If, after the end of the term, the Landlord loses rating relief (or any similar relief orexemption) because it has been allowed to the Tenant, then the Tenant shall paythe Landlord an amount equal to the relief or exemption that the Landlord has lost.
1 1. UTILITIES
1 1.1 The Tenant shall promptly pay all costs charged or assessed on or in connectionwith the supply and removal of electricity, gas, water, sewage, telecommunications,data and other services and utilities to or from the Property. In respect of any thatare not directly assessed the Tenant shall pay to the Landlord on demand a fairproportion of them.
1 1.2 If any of those costs are payable in relation to the Property together with otherproperty, the Tenant shall pay a fair proportion of all those costs.
1 1.3 The Tenant shall indemnify the Landlord against all costs and/or charges pursuantto clauses 11.1 and 11.2.
1 1.4 The Tenant shall comply with all laws and with any recommendations of the relevantsuppliers relating to the use of those services and utilities.
12. VAT
12.1 All sums payable by the Tenant are exclusive of any VAT that may be chargeable.The Tenant shall pay VAT in respect of all taxable supplies made to it in connectionwith this lease on the due date for making any payment or, if earlier, the date onwhich that supply is made for VAT purposes.
12.2 Every obligation on the Tenant, under or in connection with this lease, to pay theLandlord or any other- person any sum by way of a refund or indemnity, shall includean obligation to pay an amount equal to any VAT incurred on that sum by theLandlord or other person, except to the extent that the Landlord or other personobtains credit for such VAT under the Value Added Tax Act 1994
1 3. DEFAULT INTEREST AND INTEREST
13.1 If any Annual Rent or any other money payable under this lease has not been paidby the date it is due, (whether it has been formally demanded or not in relation tothe Annual Rent) the Tenant shall pay the Landlord interest on that amount at theDefault Interest Rate (both before and after any judgment). Such interest shallaccrue on a daily basis for the period beginning on the due date to and ending onthe date of payment.
13.2 If the Landlord does not demand or accept any Annual Rent or other money due ortendered under this lease because the Landlord reasonably believes that theTenant is in breach of any of the tenant covenants of this lease, then the Tenantshall, when that amount is accepted by the Landlord, also pay interest at theI nterest Rate on that amount for the period beginning on the date the amount (oreach part of it) became due and ending on the date it is accepted by the Landlord.
14. COSTS
14.1 The Tenant shall pay the properly incurred costs and expenses of the Landlordincluding any solicitors' or other professionals' costs and expenses incurred any andVAT in respect of those costs and expenses (both during and after the end of theterm) in connection with or in contemplation of any of the following:
14.1.1 the enforcement of the tenant covenants of this lease;
14.1.2 serving any notice in connection with this lease under section 146 or147 of the Law of Property Act 1925 or taking any proceedings undereither of those sections, notwithstanding that forfeiture is avoidedotherwise than by relief granted by the court;
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14.1.3 serving any notice in connection with this lease under section 17 of theLandlord and Tenant (Covenants) Act 1995;
14.1.4 the preparation and service of any notice and/or schedule relating torepair of the Property under the terms of this lease provided the sameis prepared in good faith;
14.1.5 the preparation and service of a schedule of dilapidations in connectionwith this lease provided the schedule is prepared in good faith; or
14.1.6 any consent or approval applied for under this lease, whether or not itis granted and does not include the costs for any renewal of the lease.
14.2 Where the Tenant is obliged to pay or indemnify the Landlord against any solicitors'or other professionals' costs and expenses (whether under this or any other clauseof this lease) that obligation extends to those costs and expenses must bereasonably and properly incurred and assessed on a full indemnity basis.
15. SET-OFF
The Annual Rent and all other proper amounts due under this lease shall be paid bythe Tenant or any Guarantor (as the case may be) in full without any set-off,counterclaim, deduction or withholding (other than any deduction or withholding oflax ds ieyuired by law).
16. COMPENSATION ON VACATING
Any right of the Tenant or anyone deriving title under the Tenant to claimcompensation from the Landlord on leaving the Property under the LTA 1954 isexcluded, except to the extent that the legislation prevents that right being excluded.
17. REGISTRATION OF THIS LEASE
Promptly following the grant of this lease, the Tenant shall apply to register thislease at HM Land Registry. The Tenant shall ensure that any requisitions raised byHM Land Registry in connection with that application are dealt with promptly andproperly. Within one month after completion of the registration, the Tenant shallsend the Landlord official copies of its title.
18. ASSIGNMENTS
18.1 The Tenant shall not assign the whole of this lease without the consent of theLandlord which shall not be unreasonably withheld or delayed and subject to thefollowing proviso for the purposes of section 19(1A) of the Landlord and Tenant Act1927 the Landlord is entitled to refuse consent in any of the circumstances set out inclause 18.4 and impose any of the conditions set out in clause 17.3.
18.2 The Tenant shall not assign part only of this lease.
18.3 The Landlord and the Tenant agree that for the purposes of section 19(1A) of theLandlord and Tenant Act 1927 the Landlord may give its consent to an assignmentsubject to all or any of the following conditions:
18.3.1 a condition that the assignor enters into an authorised guaranteeagreement which:
(a) is in respect of all the tenant covenants of this lease.
(b) is in respect of the period beginning with the date the assigneebecomes bound by those covenants and ending on the datewhen the assignee is released from those covenants by virtue ofsection 5 of the Landlord and Tenant (Covenants) Act 1995.
(c) requires (in the event of a disclaimer of liability of this lease) theassignor to enter into a new tenancy for a term equal to theunexpired residue of the Contractual Term; and
(d) is otherwise in a form reasonably required by the Landlord.
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18.3.2 a condition that if reasonably required by the Landlord a person ofstanding acceptable to the Landlord enters into a guarantee andindemnity of the tenant covenants of this lease in the form set out inSchedule 1 (but with such amendments and additions as the Landlordmay reasonably require);
18.3.3 a condition that if reasonably required by the Landlord the proposedassignee deposits in a bank account with a bank nominated by theLandlord a cash deposit equal to up to half of the Annual Rent and theproposed assignee enters into a deed charging that deposit in favour ofthe Landlord to secure the payment of Annual Rent and other tenantobligations under this Lease, such charge to be in such form as theLandlord reasonably requires.
18.4 The Landlord and the Tenant agree that for the purposes of section 19(1A) of theLandlord and Tenant Act 1927 the Landlord may (at all times acting reasonably andproperly) refuse its consent to an assignment if any of the following circumstancesexist at the date of the Tenant's application for consent to assign this lease:
18.4.1 the Annual Rent or any other money due under this lease which hasbeen demanded and is lawfully due and not in dispute by the Tenant(in respect of which the Tenant shall act reasonably) is outstanding orthere is a material breach of covenant by the Tenant that has not beenremedied;
18.4.2 the assignee is not of sufficient financial standing to enable it to complywith the Tenant's covenants and conditions contained in the lease;
18.4.3 the assignee and any guarantor of the assignee (excluding theoutgoing Tenant pursuant to an authorised guarantee agreement)cannot demonstrate to the reasonable satisfaction of the Landlord thatits size and financial covenant strength is at least equivalent to that ofthe Tenant;
18.4.4 the assignee and the Tenant are group companies within the meaningof section 42 of the LTA 1954;
18.4.5 the assignee is a limited company which is not registered in the UnitedKingdom; or
18.4.6 the assignee has or will have immunity from suit or legal process inrelation to any breach of any covenant or condition of this lease.
18.5 Nothing in this clause shall prevent the Landlord from giving consent subject to anyother reasonable condition, nor from refusing consent to an assignment in any othercircumstance where it is reasonable to do so.
19. UNDERLETTINGS
19.1 The Tenant shall not underlet the whole of the Property except in accordance withthis clause nor without the consent of the Landlord, such consent not to beunreasonably withheld or delayed.
19.2 The Tenant shall not underlet part only of the Property.
19.3 The Tenant shall not underlet the Property:
19.3.1 together with any property or any right over property that is notincluded within this lease;
19.3.2 at a fine or premium or reverse premium; or
19.3.3 allowing any rent free period to the undertenant (save for a rent freewhich is reasonable in the circumstances).
19.4 The Tenant shall not underlet the Property unless, before the underlease is granted,the Tenant has given the Landlord:
iI•~.'
(i) a certified copy of the notice served on the undertenant, as required bysection 38A(3)(a) of the LTA 1954, applying to the tenancy to be created bythe underiease; and
(j) a certified copy of the declaration or statutory declaration made by theundertenant in accordance with the rcquircmcnt~ of ~cction 38n(3)(b) of theLTA 1954.
19.5 Any underletting by the Tenant shall be by deed and shall include:
19.5.1 an agreement between the Tenant and the undertenant that theprovisions of sections 24 to 28 of the LTA 1954 are excluded fromapplying to the tenancy created by the underlease;
19.5.2 the reservation of a rent which is not less than the full open marketrental value of the Property at the date the Property is underlet andwhich is payable at the same times as the Annual Rent under thislease;
19.5.3 provisions for the review of rent at the same dates and on the samebasis as the review of rent in this lease, unless the term of theunderlease does not extend beyond the next Review Date;
19.5.4 a covenant by the undertenant, enforceable by and expressed to beenforceable by the Landlord (as superior landlord at the date of grant)and its successors in title in their own right, to observe and perform thetenant covenants in the underlease and any document that issupplemental or collateral to it and the tenant covenants in this lease,except the covenants to pay the rents reserved by this lease; and
19.5.5 provisions requiring the consent of the Landlord to be obtained inrespect of any matter for which the consent of the Landlord is requiredunder this lease
and shall otherwise be consistent with and include tenant covenants no lessonerous (other than as to the Annual Rent) than those in this lease and in a formapproved by the Landlord, such approval not to be unreasonably withheld ordelayed.
19.6 In relation to any underlease granted by the Tenant, the Tenant shall:
19.6.1 not vary the terms of the underlease nor accept a surrender of theunderlease without the consent of the Landlord, such consent not to beunreasonably withheld or delayed;
19.6.2 enforce the tenant covenants in the underlease and not waive any ofthem nor allow any reduction in the rent payable under the underlease;and
19.6.3 ensure that in relation to any rent review the revised rent is not agreedwithout the approval of the Landlord, such approval not to beunreasonably withheld or delayed.
20. SHARING OCCUPATION
The Tenant may share occupation of the Property with any company that is amember of the same group (within the meaning of section 42 of the LTA 1954) asthe Tenant for as long as that company remains within that group and provided thatno relationship of landlord and tenant is established by that arrangement.
21. CHARGING
The Tenant shall not charge the whole or any part of this lease.
22. PROHIBITION OF OTHER DEALINGS
Except as expressly permitted by this lease, the Tenant shall not assign, underlet, [], part with or share possession or share occupation of this lease or the Property orhold the lease on trust for any person (except pending registration of a dealing
17
permitted by this lease at HM Land Registry or by reason only of joint legalownership).
23. REGISTRATION AND NOTIFICATION OF DEALINGS AND OCCUPATION
23.1 In this clause a Transaction is:
23.1.1 any dealing with this lease or the devolution or transmission of, orparting with possession of any interest in it; or
23.1.2 the creation of any underlease or other interest out of this lease, or outof any interest, underlease derived from it, and any dealing, devolutionor transmission of, or parting with possession of any such interest orunderlease; or
23.1.3 the making of any other arrangement for the occupation of theProperty.
23.2 In respect of every Transaction that is registrable at HM Land Registry, the Tenantshall promptly following completion of the Transaction apply to register it (or procurethat the relevant person so applies). The Tenant shall (or shall procure that) anyrequisitions raised by HM Land Registry in connection with an application to registera Transaction are dealt with promptly and properly. Within one month of completionof the registration, the Tenant shall send the Landlord official copies of its title (andwhere applicable of the undertenant's title).
23.3 No later than one month after a Transaction the Tenant shall:
23.3.1 give the Landlord's solicitors notice of the Transaction; and
23.3.2 deliver two certified copies of any document effecting the Transactionto the Landlord's solicitors; and
23.3.3 pay the Landlord a registration fee of £50 (plus VAT).
23.3.4 deliver to the Landlord's solicitors a copy of any Energy PerformanceCertificate and Recommendation Report issued as a result of theTransaction.
23.4 If the Landlord so requests, the Tenant shall promptly supply the Landlord with fulldetails of the occupiers of the Property and the terms upon which they occupy it.
24. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE
Within one month after the end of the term (and notwithstanding that the term hasended), the Tenant shall make an application to close the registered title of thislease, including removing any entries upon the Landlord's title relating to this lease,and shall ensure that any requisitions raised by HM Land Registry in connectionwith that application are dealt with promptly and properly; the Tenant shall keep theLandlord informed of the progress and completion of its application.
25. REPAIRS
25.1 The Tenant shall keep the Property clean and tidy and in good repair and conditionand shall ensure that any Service Media within and exclusively serving the Propertyis kept in good working order.
25.2 The Tenant shall keep the external areas of the Property in a clean and tidycondition and not allow any rubbish or waste to be left there nor shall it store anygoods or materials there.
25.3 The Tenant shall clean all windows at the Property as often as is necessary.
25.4 The Tenant shall not be liable to repair the Property to the extent that any disrepairhas been caused by an Insured Risk, unless and to the extent that:
25.4.1 the policy of insurance of the Property has been vitiated or anyinsurance proceeds withheld in consequence of any act or omission ofthe Tenant, any undertenant or their respective workers, contractors or
18
agents or any person on the Property with the actual or impliedauthority of any of them; or
25.4.2 the insurance cover in relation to that disrepair is excluded, limited, isunavailable or has not been extended, as mentioned in clause 9.1.
26. DECORATION
26.1 The Tenant shall decorate the outside and the inside of the Property as often as isreasonably necessary and also in the last three months before the end of the term.
26.2 All decoration shall be carried out in a good and proper manner using good qualitymaterials that are appropriate to the Property and the Permitted Use and shallinclude all appropriate preparatory work.
26.3 All decoration carried out in the last three months of the term shall also be carriedout to the reasonable satisfaction of the Landlord and using materials, designs andcolours approved by the Landlord whose approval will not be unreasonably withheldor delayed.
26.4
27. ALTERATIONS
27.1 Tfie Tenant shall not make any external or structural alteration or addition to the
Property and shall not make any opening in any boundary structure of the Property.
27.2 The Tenant shall not install any Service Media on the exterior of the Property nor
alter the route of any Service Media at the Property without the consent of theLandlord, such consent not to be unreasonably withheld or delayed.
27.3 The Tenant shall not make any internal, non-structural alteration to the Propertywithout the consent of the Landlord, such consent not to be unreasonably withheld
or delayed.
27.4 The Tenant shall not carry out any alteration to the Property which would, or mayreasonably be expected to, have an adverse effect on the asset rating in anyEnergy Performance Certificate commissioned in respect of the Property.
28. SIGNS
28.1 In this clause Signs include signs, fascia, placards, boards, posters and
advertisements.
28.2 The Tenant shall not attach any Signs to the exterior of the Property or display any
inside the Property so as to be seen from the outside without the consent of theLandlord, such consent not to be unreasonably withheld.
28.3 Before the end of the term, the Tenant shall remove any Signs placed by it at theProperty and shall make good any damage caused to the Property by that removal.
28.4 The Tenant shall allow the Landlord to fix to and keep at the Property any sale or re-letting board as the Landlord reasonably requires.
28.5 The Tenant shall pay to the Landlord within 10 days of demand a fair and equalproportion along with all other tenants to a maximum of £100 (exclusive of VAT) in
respect of the cost of updating signage on the Estate relating to the Tenant uponproduction of appropriate invoice setting out the total cost and its proportion
accordingly.
29. RETURNING THE PROPERTY TO THE LANDLORD
29.1 At the end of the term the Tenant shall return the Property to the Landlord in the
repair and condition as required by this lease and shall:
29.1.1 yield up the Property free from contamination or substances causing orlikely to cause Environmental Damage; and
29.1.2 indemnify the Landlord against all liabilities, expenses, costs (includingbut not limited to any solicitors' or other professionals' costs and
19
expenses), claims, damages and losses (including but not limited toany diminution in the value of the Landlord's interest in the Estate andloss of amenity of the Estate) which the Landlord reasonably andproperly incurs or suffers as a result of the Property being affected byEnvironmental Damage knowingly caused by the Tenant at the end ofthe term.
29.2 The Tenant shall remove items it has fixed to the Property, remove any alterations ithas made to the Property and make good any damage caused to the Property bythat removal.
29.3 At the end of the term, the Tenant shall remove from the Property all chattelsbelonging to or used by it.
29.4 At the end of the term (or when the Tenant vacates the Property if that is earlier) theTenant shall deliver to the Landlord all documents held by the Tenant required toenable the Landlord to comply with any laws in respect of the Property or its use(including planning permission and all other consents licences permissions andapprovals of any kind) including (where relevant):
29.4.1 Asbestos surveys and reports;
29.4.2 Fire risk assessments
29.4.3 Health and safety assessments;
29.4.4 Electrical testing reports;
29.4.5 Gas servicing certificates;
29.4.6 Certificates and reports in relation to servicing of equipment at theProperty
but not including any paperwork which the Landlord is ably to retrieve or obtaincopies of at no expense
29.5 The Tenant irrevocably appoints the Landlord to be the Tenant's agent to store ordispose of any chattels or items it has fixed to the Property and which have been leftby the Tenant on the Property for more than ten working days after the end of theterm. The Landlord shall not be liable to the Tenant by reason of that storage ordisposal. The Tenant shall indemnify the Landlord in respect of any reasonable andproper claim made by a third party in relation to that storage or disposal.
29.6 If the Tenant does not comply with its obligations in this clause, then, withoutprejudice to any other right or remedy of the Landlord, the Tenant shall pay theLandlord an amount equal to the Annual Rent at the rate reserved immediatelybefore the end of the term for the period that it would reasonably and properly taketo put the Property into the condition it would have been in had the Tenantperformed its obligations under this clause. The amount shall be a debt due ondemand from the Tenant to the Landlord upon production of itemised invoice andevidence to support the Landlord's claim for the debt.
30. USE
30.1 The Tenant shall not use the Property for any purpose other than the PermittedUse.
30.2 The Tenant shall not use the Property for any illegal purpose nor for any purpose orin a manner that would cause loss, damage, injury, nuisance or inconvenience tothe Landlord, its other tenants or any other owner or occupier of neighbouringproperty.
30.3 The Tenant shall not overload any structural part of the Property nor any machineryor equipment at the Property nor any Service Media at or serving the Property.
30.4 The Tenant shall not obstruct or cause obstruction of the Common Parts.
30.5 The Tenant shall not keep produce or use any Hazardous Material on the Property.
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30.6 The Tenant shall not cause or knowingly allow any Environmental Damage at or tothe Property and shall indemnify the Landlord against all liabilities, expenses, costs(including but not limited to any solicitors' or other professionals' costs andexpenses), claims, damages and losses (including but not limited to any diminutionin the value of the Landlord's interest in the Estate and loss of amenity of theEstate) suffered or incurred by the Landlord arising out of or in connection withEnvironmental Damage arising out of the use and occupation of the Property or thestate of repair of the Property.
31. COMPLIANCE WITH LAWS
31.1 The Tenant shall comply with all laws relating to:
31.1.1 the Property and the occupation and use of the Property by the Tenant;
31.1.2 the use or operation of all Service Media and machinery andequipment at or serving the Property whether or not used or operated,and shall, where necessary, replace or convert such Service Mediawithin or exclusively serving the Property so that it is capable of lawfuluse or operation;
31.1.3 any works carried out at the Property; and
31.1.4 all materials kept at or disposed frun~ the Property.
31.2 Without prejudice to any obligation on the Tenant to obtain any consent or approvalunder this lease, the Tenant shall carry out all works that are required under any lawto be carried out at the Property whether by the owner or the occupier.
31.3 Within five working days after receipt of any notice or other communication affectingthe Property or the Estate (and whether or not served pursuant to any law) theTenant shall:
31.3.1 send a copy of the relevant document to the Landlord;
31.3.2 take all steps reasonably necessary to comply with the notice or othercommunication; and
31.3.3 take any other action in connection with it as the Landlord mayreasonably require at the Landlord's cost.
31.4 The Tenant shall not apply for any planning permission for the Property without theLandlord's consent whose consent will not be unreasonably withheld or delayed.
31.5 The Tenant shall comply with its obligations under the CDM Regulations, includingall requirements in relation to the provision and maintenance of a health and safetyfile. The Tenant shall maintain the health and safety file for the Property inaccordance with the CDM Regulations and shall give it to the Landlord at the end ofthe term.
31.6 The Tenant shall supply all information to the Landlord that the Landlordreasonably requires from time to time to comply with the Landlord's obligationsunder the CDM Regulations.
31.7 As soon as the Tenant becomes aware of any defect in the Property, it shall givethe Landlord notice of it. The Tenant shall indemnify the Landlord against anyliability under the Defective Premises Act 1972 in relation to the Property by reasonof any failure of the Tenant to comply with any of the tenant covenants in this lease.
31.8 The Tenant shall keep the Property equipped with all fire prevention, detection andfighting machinery and equipment and fire alarms which are required under allrelevant laws or required by the insurers of the Property or reasonablyrecommended by them or reasonably required by the Landlord and shall keep thatmachinery, equipment and alarms properly maintained and available for inspection.
31.9 The Tenant shall produce to the Landlord on request all plans documents and otherevidence reasonably required to satisfy the Landlord that the Tenant has compliedwith this clause 31 including (where relevant):
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31.9.1 Asbestos surveys and reports;
31.9.2 Fire risk assessments
31.9.3 Health and safety assessments;
31.9.4 Electrical testing reports;
31.9.5 Gas servicing certificates
31.9.6 Certificates and reports in relation to servicing of equipment at theProperty
32. ENERGY PERFORMANCE CERTIFICATES
32.1 The Tenant shall:
32.1.1 cooperate with the Landlord so far as is reasonably necessary to allowthe Landlord to obtain an Energy Performance Certificate andRecommendation Report for the Property including providing theLandlord with copies of any plans or other information held by theTenant that would assist in obtaining an Energy PerformanceCertificate; and
32.1.2 allow such access to any Energy Assessor appointed by the Landlordas is reasonably necessary to inspect the Property for the purposes ofpreparing an Energy Performance Certificate and/or RecommendationReport for the Property.
32.2 The Tenant shall not commission an Energy Performance Certificate for theProperty.
33. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS
33.1 The Tenant shall not grant any right or licence over the Property to any person.
33.2 If any person makes or attempts to make any encroachment over the Property ortakes any action by which a right may be acquired over the Property, the Tenantshall:
33.2.1 as soon as is reasonably practicable following the Tenant becomingaware of the same inform the Landlord and shall give the Landlordnotice of that encroachment or action; and
33.2.2 take all reasonable steps (including any proceedings) the Landlordreasonably requires to prevent or license the continuation of thatencroachment or action.
33.3 The Tenant shall not obstruct the flow of light or air to the Property or any other partof the Estate nor obstruct any means of access to the Property or the Estate.
33.4 The Tenant shall not make any acknowledgement that the flow of light or air to theProperty or any other part of the Estate or that the means of access to the Propertyor the Estate is enjoyed with the consent of any third party.
33.5 If any person takes or threatens to take any action to obstruct the flow of light or airto the Property or obstruct the means of access to the Property, the Tenant shall:
33.5.1 immediately inform the Landlord and shall give the Landlord notice ofthat action; and
33.5.2 take all steps (including proceedings) the Landlord reasonably requiresto prevent or secure the removal of the obstruction.
34. BREACH OF REPAIR AND MAINTENANCE OBLIGATION
34.1 The Landlord may enter the Property at reasonable times upon reasonable priorwritten notice (except in an emergency when no notice shall be required) to inspectits condition and state of repair and may give the Tenant a notice of any breach ofany of the tenant covenants in this lease relating to the condition or repair of theProperty.
22
34.2 If the Tenant has not begun any works needed to remedy that breach within twomonths following that notice (or if works are required as a matter of emergency,then immediately) or if the Tenant is not carrying out the works with all due speed,then the Landlord may enter the Property upon giving written notice to the Tenantand carry out the works needed.
34.3 The reasonable and proper costs incurred by the Landlord in carrying out any workspursuant to this clause (and any professional fees and any VAT in respect of thosecosts) shall be a debt due from the Tenant to the Landlord and payable on demand.
34.4 Any action taken by the Landlord pursuant to this clause shall be without prejudice
to the Landlord's other rights, including those under clause 36.1.3.
35. INDEMNITY
The Tenant shall keep the Landlord indemnified against all proper liabilities,
expenses, costs (including but not limited to any solicitors' or other professionals'
costs and expenses), claims, damages and losses (including but not limited to any
diminution in the value of the Landlord's interest in the Estate and loss of amenity of
the Estate) suffered or incurred by the Landlord arising out of or in connection with
any breach of any tenant covenants in this lease, or any act or omission of theTenant, any undertenant or their respective workers, contractors or agents or any
other person on the Property or the Common Parts with the actual or implied
authority of any of them.
36. LANDLORD'S COVENANTS
36.1 The Landlord covenants with the Tenant that, so long as the Tenant pays the rentsreserved by and complies with its obligations in this lease:
36.1.1 the Tenant shall have quiet enjoyment of the Property without anyinterruption by the Landlord or any person claiming under the Landlordexcept as otherwise permitted by this lease; and
36.1.2 the Landlord will maintain, repair, light, cleanse and renew theCommon Parts.
36.1.3 The Landlord will not obstruct nor permit an obstruction of the Roadprovided that the Landlord may on not less than seven (7) days priorwritten notice to the Tenant (except in emergency) temporarily and onlyto the extent necessary for the purposes of carrying out works to theEstate obstruct or close the whole or part of the Road subject to anysuch obstruction or closure being for the minimum period reasonablypossible and the Landlord taking all appropriate measures to minimiseany disruption to the Tenant.
37. RE-ENTRY AND FORFEITURE
37.1 The Landlord may re-enter the Property (or any part of the Property in the name ofthe whole) at any time after any of the following occurs:
37.1.1 any rent is unpaid 28 days after becoming payable (whether it hasbeen formally demanded or not in relation to the Annual Rent);
37.1.2 any material breach of any condition of, or tenant covenant, in thislease;
37.1.3 an Act of Insolvency.
37.2 If the Landlord re-enters the Property (or any part of the Property in the name of thewhole) pursuant to this clause, this lease shall immediately end, but withoutprejudice to any right or remedy of the Landlord in respect of any breach of
covenant by the Tenant or any Guarantor.
38. JOINT AND SEVERAL LIABILITY
38.1 Where the Tenant comprises more than one person, those persons shall be jointly
and severally liable for the obligations and liabilities of the Tenant arising under this
23
lease. The Landlord may take action against, or release or compromise the liabilityof, or grant time or other indulgence to, any one of those persons without affectingthe liability of any other of them.
38.2 Where a Guarantor comprises more than one person, those persons shall be jointlyand severally liable for the obligations and liabilities of a Guarantor arising underthis lease. The Landlord may take action against, or release or compromise theliability of, or grant time or other indulgence to, any one of those persons withoutaffecting the liability of any other of them.
38.3 The obligations of the Tenant and any Guarantor arising by virtue of this lease areowed to the Landlord and the obligations of the Landlord are owed to the Tenant.
38.4 The Landlord shall not be liable to the Tenant for any failure of the Landlord toperform any landlord covenant in this lease unless and until the Tenant has giventhe Landlord notice of the failure and the Landlord has not remedied that failurewithin a reasonable time after service of the notice.
39. ENTIRE AGREEMENT
39.1 This lease and any documents annexed to it constitute the whole agreementbetween the parties and supersedes all previous discussions, correspondence,negotiations, arrangements, understandings and agreements between them relatingto their subject matter.
39.2 Each party acknowledges that in entering into this lease and any documentsannexed to it it does not rely on, and shall have no remedies in respect of, anyrepresentation or warranty (whether made innocently or negligently).
39.3 Nothing in this lease constitutes or shall constitute a representation or warranty thatthe Property may lawfully be used for any purpose allowed by this lease.
40. NOTICES, CONSENTS AND APPROVALS
40.1 A notice given under or in connection with this lease shall be:
40.1.1 in writing unless this lease expressly states otherwise; and
40.1.2 either:
(a) given by hand at or sent by registered post to the party'sregistered office address (if the party is a company) or (in anyother case) at the party's principal place of business; or
(b) given bye Tl to the fallo ~ng email ad ,~esses respective{y:
n ~ s networl ce.co.uk - a notice tot andlord~ d
david. s ramac — for a not' o the T~ t; ~ 10
own either c such alternati n email ad~.~~s for th~.e~eipt ofemails y--one party as mad e otified,la~that party~#o the o~t~f.~y-
40.2 This clause does not apply to the service of any proceedings or other documents inany legal action or, where applicable, any arbitration or other method of disputeresolution.
40.3 Section 196 of the Law of Property Act 1925 shall otherwise apply to notices givenunder this lease.
40.4 Where the consent of the Landlord is required under this lease, a consent shall onlybe valid if it is given by deed, unless:
40.4.1 it is given in writing and signed by a person duly authorised on behalfor the Landlord; and
40.4.2 it expressly states that the Landlord waives the requirement for a deedin that particular case.
If a waiver is given, it shall not affect the requirement for a deed for any otherconsent.
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40.5 Where the approval of the Landlord is required under this lease, an approval shallonly be valid if it is in writing and signed by or on behalf of the Landlord, unless:
40.5.1 the approval is being given in a case of emergency; or
40.5.2 this lease expressly states that the approval need not be in writing.
40.6 If the Landlord gives a consent or approval under this lease, the giving of thatconsent or approval shall not imply that any consent or approval required from athird party has been obtained, nor shall it obviate the need to obtain any consent orapproval from a third party.
41. GOVERNING LAW
This lease and any dispute or claim arising out of or in connection with it or itssubject matter or formation (including non-contractual disputes or claims) shall begoverned by and construed in accordance with the law of England and Wales.
42. JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim arising out of or in connectionwith this lease or its subject matter or formation (including non-contractual disputesor claims).
43. MANAGMENT OF THE ESTATE
43.1 The Tenant shall observe all regulations made by the Landlord from time to time inaccordance with the principles of good estate management and notified to theTenant relating to the use of the Common Parts and the management of the estate.
43.2 Nothing in this lease shall impose or be deemed to impose any restriction on theuse of any other Lettable Unit or any neighbouring property.
44. TENANT'S OPTION TO BREAK
44.1 The Tenant shall be entitled to determine this Lease on the Determination Date if:
44.1.1 it first gives the Landlord not less than six (6) months' prior writtennotice to that effect;
44.1.2 at the date of the expiry of the notice there are neither outstandingarrears of the rents hereby reserved (whether formally or legallydemanded or not); and
44.1.3 at the date of the expiry of the notice the Tenant has yielded up fullvacant possession of the Property.
44.2 The determination of this Lease pursuant to clause 44.1 shall be without prejudiceto any right of action of the Landlord in respect of any breach non-observance ornon-performance of any of the Tenants covenants agreements or conditionscontained in this Lease.
44.3 If this Lease terminates in accordance with clause 44.1 then, within 14 days afterthe Determination Date, the Landlord shall refund to the Tenant the proportion of theAnnual Rent, Insurance Rent, Service Charge and any VAT which has been paid inadvance by the Tenant in respect of them, for the period from and excluding theDetermination Date up to and excluding the respective next payment date,calculated on a daily basis.
45. GUARANTEE
45.1 The Guarantor in consideration of the demise hereinbefore contained being madeby the Landlord at the instance and request of the Guarantor covenants with andguarantees to the Landlord in the terms set out in Schedule 1
45.2 If an Act of Insolvency occurs in relation to a Guarantor, or if any Guarantor (beingan individual) dies or becomes incapable of managing his affairs the Tenant shall, ifthe Landlord requests, procure that a person of standing acceptable to the Landlord,within 5 days of that request, enters into a replacement or additional guarantee and
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indemnity of the tenant covenants of this lease in the same form as that entered intoby the former Guarantor.
45.3 Clause 45.1 shall not apply in the case of a person who is Guarantor by reason ofhaving entered into an authorised guarantee agreement.
45.4 For so long as any Guarantor remains liable to the Landlord, the Tenant shall, if theLandlord requests, procure that that Guarantor joins in any consent or approvalrequired under this lease and consents to any variation of the tenant covenants ofthis lease.
46. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this lease shall not have any rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of this lease.
This document has been executed as a deed and is delivered and takes effect on the datestated at the beginning of it.
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Schedule 1 —Guarantee and indemnity
GUARANTEE AND INDEMNITY
1.1 The Guarantor guarantees to the Landlord that the Tenant shall:
1.1.1 pay the rents reserved by this lease and observe and perform thetenant covenants of this lease and that if the Tenant fails to pay any ofthose rents or to observe or perform any of those tenant covenants, theGuarantor shall pay or observe and perform them; and
1.1.2 observe and perform any obligations the Tenant enters into in anauthorised guarantee agreement made in respect of this lease (theAuthorised Guarantee Agreement) and that if the Tenant fails to doso, the Guarantor shall observe and perform those obligations.
1.2 The Guarantor covenants with the Landlord as principal obligor and as a separate
and independent obligation and liability from its obligations and liabilities under
paragraph 1.1 to indemnify and keep indemnified the Landlord against any failure by
the Tenant:
1.2.1 to pay any of the rents reserved by this lease or any failure to observeor perform any of the tenant covenants of this lease; or
1.2.2 to observe or perform any of the obligations the Tenant enters into inthe Authorised Guarantee Agreement.
2. GUARANTOR'S LIABILITY
2.1 The liability of the Guarantor under paragraph 1.1.1 and paragraph 1.2 shall
continue until the end of the term, or until the Tenant is released from the tenant
covenants of this lease by virtue of the Landlord and Tenant (Covenants) Act 1995,if earlier.
2.2 The liability of the Guarantor shall not be reduced, discharged or otherwise
adversely affected by:
2.2.1 any time or indulgence granted by the Landlord to the Tenant; or
2.2.2 any delay or forbearance by the Landlord in enforcing the payment ofany of the rents or the observance or performance of any of the tenantcovenants of this lease (or the Tenants obligations under theAuthorised Guarantee Agreement) or in making any demand in respectof any of them; or
2.2.3 any refusal by the Landlord to accept any rent or other payment dueunder this lease where the Landlord believes that the acceptance ofsuch rent or payment may prejudice its ability to re-enter the Property;or
2.2.4 the Landlord exercising any right or remedy against the Tenant for anyfailure to pay the rents reserved by this lease or to observe or performthe tenant covenants of this lease (or the Tenants obligations under
the Authorised Guarantee Agreement); or
2.2.5 the Landlord taking any action or refraining from taking any action in
connection with any other security held by the Landlord in respect ofthe Tenants liability to pay the rents reserved by this lease or observeand perform the tenant covenants of the lease (or the Tenant'sobligations under the Authorised Guarantee Agreement) including therelease of any such security; or
2.2.6 a release or compromise of the liability of any one of the persons whois the Guarantor, or the grant of any time or concession to any one ofthem; or
2.2.7 any legal limitation or disability on the Tenant or any invalidity orirregularity of any of the tenant covenants of the lease (or the Tenant's
27
obligations under the Authorised Guarantee Agreement) or anyunenforceability of any of them against the Tenant; or
2.2.8 the Tenant being dissolved, or being struck off the register ofcompanies or otherwise ceasing to exist, or, if the Tenant is anindividual, by the Tenant dying or becoming incapable of managing itsaffairs; or
2.2.9 without prejudice to paragraph 4, the disclaimer of the Tenants liabilityunder this lease or the forfeiture of this lease; or
2.2.10 the surrender of the lease in respect of part only of the Property, exceptthat the Guarantor shall not be under any liability in relation to thesurrendered part in respect of any period after the surrender, or
by any other act or omission except an express written release of the Guarantor bythe Landlord.
2.3 The liability of each of the persons making up the Guarantor is joint and several.
2.4 Any sum payable by the Guarantor shall be paid without any deduction, set-off orcounter-claim against the Landlord or the Tenant.
3. VARIATIONS AND SUPPLEMENTAL DOCUMENTS
3.1 The Guarantor shall, at the request of the Landlord, join in and give its consent tothe terms of any consent, approval, variation or other document that may be enteredinto by the Tenant in connection with this lease (or the Authorised GuaranteeAgreement).
3.2 The Guarantor shall not be released by any variation of the rents reserved by, or thetenant covenants in, this Lease (or the Tenants obligations under the AuthorisedGuarantee Agreement) whether or not:
3.2.1 the variation i~ material or prejudicial to the Guarantor; or
3.2.2 the variation is made in any document; or
3.2.3 the Guarantor has consented, in writing or otherwise, to the variation.
3.3 The liability of the Guarantor shall apply to the rents reserved by and the tenantcovenants in this lease (and the Tenants obligations under the AuthorisedGuarantee Agreement) as varied except to the extent that the liability of theGuarantor is affected by section 18 of the Landlord and Tenant (Covenants) Act1995.
4. GUARANTOR TO TAKE A NEW LEASE OR MAKE PAYMENT
4.1 If this lease is forfeited or the liability of the Tenant under this lease is disclaimedand the Landlord gives the Guarantor notice not later than six months after theforfeiture or the Landlord having received notice of the disclaimer, the Guarantorshall enter into a new lease of the Property on the terms set out in paragraph 4.2.
4.2 The rights and obligations under the new lease shall take effect from the date of theforfeiture or disclaimer and the new lease shall:
4.2.1 be granted subject to the right of any person to have this lease vestedin them by the court and to the terms on which any such order may bemade and subject to the rights of any third party existing at the date ofthe grant;
4.2.2 be for a term that expires at the same date as the end of theContractua{ Term of this lease had there been no forfeiture ordisclaimer;
4.2.3 reserve as an initial annual rent an amount equal to the Annual Rentpayable under this lease at the date of the forfeiture or disclaimer orwhich would be payable but for any abatement or suspension of theAnnual Rent or restriction on the right to collect it (subject to paragraph
28
5) and which is subject to review on the same terms and datesprovided by this lease; and
4.2.4 otherwise be on the same terms as this lease (as varied if there hasbeen any variation).
4.3 The Guarantor shall pay the Landlord's solicitors' costs and disbursements (on a fullindemnity basis) and any VAT in respect of them in relation to the new lease andshall execute and deliver to the Landlord a counterpart of the new lease within onemonth after service of the Landlord's notice.
4.4 The grant of a new lease and its acceptance by the Guarantor shall be withoutprejudice to any other rights which the Landlord may have against the Guarantor oragainst any other person or in respect of any other security that the Landlord mayhave in connection with this lease.
4.5 The Landlord may, instead of giving the Guarantor notice pursuant to paragraph 4.1but in the same circumstances and within the same time limit, require fihe Guarantorto pay an amount equal to six months Annual Rent and the Guarantor shall pay thatamount on demand.
5. RENT AT THE DATE OF FORFEITURE OR DISCLAIMER
If at tl~e date of the forfeiture or disclaimer there is a rent review pending under thislease, then the initial annual rent to be reserved by the new lease shall be thegreater of:
5.1 the Annual Rent previously payable (or which would have been payable but for anyabatement or suspension of the Annual Rent or restriction on the right to collect it)under the lease prior to forfeiture or disclaimer; and
5.2 the open market rent of the Property at the relevant Review Date, as determined bythe Landlord before the grant of the new lease.
6. PAYMENTS IN GROSS AND RESTRICTIONS ON THE GUARANTOR
6.1 Any payment or dividend that the Landlord receives from the Tenant (or its estate)or any other person in connection with any insolvency proceedings or arrangementinvolving the Tenant shall be taken and applied as a payment in gross and shall notprejudice the right of the Landlord to recover from the Guarantor to the full extent ofthe obligations that are the subject of this guarantee and indemnity.
6.2 The Guarantor shall not claim in competition with the Landlord in any insolvencyproceed+ngs or arrangement of the Tenant in respect of any payment made by theGuarantor pursuant to this guarantee and indemnity. If it otherwise receives anymoney in such proceedings or arrangement, it shall hold that money on trust for theLandlord to the extent of its liability to the Landlord.
6.3 The Guarantor shall not, without the consent of the Landlord, exercise any right orremedy that it may have (whether against the Tenant or any other person) inrespect of any amount paid or other obligation performed by the Guarantor underthis guarantee and indemnity unless and until all the obligations of the Guarantorunder this guarantee and indemnity have been fully performed.
7. OTHER SECURITIES
7.1 The Guarantor warrants that it has not taken and covenants that it shall not take anysecurity from or over the assets of the Tenant in respect of any liability of the Tenantto the Guarantor. If it does take or hold any such security it shall hold it for thebenefit of the Landlord.
7.2 This guarantee and indemnity is in addition to and independent of any other securitythat the Landlord may from time to time hold from the Guarantor or the Tenant orany other person in respect of the liability of the Tenant to pay the rents reserved bythis lease and to observe and perform the tenant covenants of this lease. It shall notmerge in or be affected by any other security.
7.3 The Guarantor shall not be entitled to claim or participate in any other security heldby the Landlord in respect of the liability of the Tenant to pay the rents reserved bythis lease or to observe and perform the tenant covenants of this lease.
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Schedule 2 —Service Charge
Part 1 -Definitions
I n this ~chcdule the following expressions shall have the following meanings
Certificate: the certificate containing a fair summary of the Service Costs for the relevantService Charge Period which is signed by the Landlord's Surveyor (acting as an expert) assoon as reasonably practicable after the end of the Service Charge Period
Services: the services specified in part 3 of this schedule or such of them as shall from timeto time be provided or undertaken by the Landlord
Service Charge: the due proportion of the Service Costs which are reasonably and properlyattributable from time to time to the Property in accordance with this schedule
Service Charge Period: a period of 12 months ending on [ ] in any year orsuch other period as the Landlord may at its discretion from time to time determine and notifyin writing to the Tenant
Service Costs: the total costs expenses and other amounts paid incurred allowed orcontracted to be paid by or on behalf of the Landlord in any Service Charge Period beginningor ending during the Term in providing the Services and in defraying the costs and expensesspecified in part 3 of this schedule and such sums of money by way of reasonable provisionfor anticipated expenditure as the Landlord's Surveyor may reasonably specify
Surveyor: an independent chartered surveyor appointed jointly by the Landlord and theTenant or if they do not agree on the identity of such surveyor by the President of the RoyalI nstitution of Chartered Surveyors (or any other officer authorised to carry out that function) onthe application of either the Landlord or the Tenant in accordance with this Lease
Part 2 —Services
REPAIR AND MAINTENANCE
Inspecting maintaining (including all costs incurred in effecting maintenancecontracts) cleansing (including internal and external window cleaning) preparingrepairing improving rebuilding overhauling decorating renewing replacing amendingpolishing painting re-pointing and otherwise treating the Estate and any partsthereof (excluding Lettable Areas but including the Common Parts the Road andany apparatus) and other things thereto belonging or used in connection therewithand paying for or making any contribution towards the cost of any of the foregoing
2. DIRECTORY BOARDS AND THE CAR PARK
Providing maintaining renewing and replacing street furniture directory boards namedirectional and other signs in the Estate and line marking space marking andproviding name plates in the Car Park
3. OPEN AREAS AND DISPLAYS
Keeping planted areas stocked and tended and grassed areas mown and forecourtsroads vehicle ways access ways service yards pavements and open areas of theEstate (or which are adjoining or adjacent thereto and are used in connectiontherewith) clean neat and tidy and providing maintaining replacing plantingcultivating and keeping in good order floral pictorial artistic and other displays andexhibitions within or on the Common Parts
4. SECURITY INSTALLATIONS
Providing operating insuring maintaining improving repairing and renewing securitysystems and lighting installed in the Estate
31
STATUTORY REQUIREMENTS
Taking all steps deemed desirable or expedient by the Landlord (acting reasonably)to comply with or make representations against or otherwise contest the incidenceof the provisions of any Acts of Parliament relating or alleged to relate to the Estatefor which the Tenant is not directly liable under this Lease
6. FIRE FIGHTING AND PRECAUTIONS
Providing purchasing leasing maintaining insuring testing improving renewing andreplacing fire fighting equipment and appliances to the Estate and fire preventionalarm detection and precaution measures and related systems and equipmenttherefor
REFUSE COLLECTION AND LOCAL AUTHORITY CHARGES
Removing rubbish and other refuse from the Estate including the payment of costslevied by the local authority in relation to the collection or refuse or any other servicerendered by the local authority and the provision and replacement of receptaclesand apparatus in connection therewith
8. COMMON PARTS
Providing equipping furnishing insuring restoring decorating maintaining repairingi mproving cleansing and lighting (including the repair and replacement of lightingequipment and fittings) the Common Parts or any other property used for or inconnection with the carrying out of any of the Services and paying water gaselectricity telephone charges and other outgoings of whatsoever nature inconnection therewith
9. STAFF
Employing staff and contractors agents workmen porters caretakers housekeepersprofessional advisers and others either direc4ly or ir~direetly fior the performance ofduties in connection with the maintenance management or security of the Estateand the provision of the Services and paying all expenditure in relation theretoincluding statutory and such other insurances health pension welfare bonuses andother payments contributions and premiums industrial training levies redundancyand similar or ancillary payments which the Landlord may be required by statutecustom or otherwise to pay or may at its absolute discretion deem desirable ornecessary and providing purchasing hiring and replacing uniforms working clothesprotective and safety clothes and other items tools appliances cleaning and othermaterial bins receptacles and other equipment and vehicles for the properperformance of their duties and providing and maintaining heating, lighting,powering and servicing accommodation (whether or not within the Estate) for suchstaff and vehicles
10. OTHER SERVICES
Providing any other services works apparatus or facilities in the interests of goodestate management to or for the Estate or for the general benefit of the tenants andoccupiers thereof which the Landlord acting reasonably and properly determinesfrom time to time
Part 3 -Other expenses
OUTGOINGS
Rates water rates taxes charges assessments impositions and other outgoingswhether parliamentary parochial local or otherwise and whether or not of a capital oran annual or regularly recurring or novel nature at any time assessed on or payableby the owner or occupier of or in respect of the Estate (other than Lettable Areas)
32
2. MANAGEMENT FEES
2.1 Fees of managing agents and others for computing collecting and recovering rentsservice charges and other contributions from occupiers of Lettable Areas and for thegeneral management of the Estate (excluding fees for negotiating rent reviews orletting Lcttablc /1rca~)
2.2 A management fee in relation to any Services provided by the Landlord or anyexpenditure incurred under any of the heads of expenditure set out in this Schedulein respect of which managing agents are not employed
3. AUDIT FEES
Fees and costs payable in respect of the Certificate and its certification and ofaccounts kept and audits made for the purpose thereof and of employingaccountants or other professional persons for the proper administration of theEstate and preparing accounts in connection with the Service Costs and ServiceCharges and supplying information to tenants in relation thereto and to insurance
4. FUNDING COSTS
Providing any moneys from its own resources by way of loan or otherwise (togetherwith interest thereon at 2% below Interest) or the cost (including interest payablethereon) of loan or overdraft f~cilitic~ to finance costs incurred by the Landlord ofproviding any of the Services or paying any of the Service Costs in advance ofreimbursement
5. BANK CHARGES
Bank charges and interest on overdrawings in respect of any accounts maintainedfor payment of the Service Costs or the receipt of interim payments or servicecharges or other sums payable by tenants or occupiers of the Estate in connectionwith the Services or any of the matters mentioned in this Schedule
6. TAXATION
Any tax of whatsoever nature including all penalties charges and interest thereonpaid or payable by the Landlord in respect of any of the heads of expenditure orcharge mentioned in this Schedule or otherwise in connection with the provision ofthe Services or the arrangements relating to any interest earning account or moniesheld for such purposes and any insurance policy referred to in this Lease
7. DEFAULT
Costs and expenses incurred in the recovery of overdue sums payable by anyperson liable to contribute towards the Service Costs and any part of the ServiceCosts not recovered in whole or in part for any reason from any person (other thanthe Landlord) provided that if any sum in respect of an unpaid contribution to theService Costs for one Service Charge Period shall be recovered in a later ServiceCharge Period the same shall be treated as a credit towards the Service Costsincurred in the Service Charge Period in which the same is recovered
VALUE ADDED TAX
VAT payable by the Landlord in respect of the Services or any expenditure withinthis Schedule to the extent not recoverable by the Landlord as an input
OTHER COSTS
Other costs or expenses reasonably and properly attributable to the maintenanceimprovement protection or proper management of the Estate and provision of theServices for the benefit of the Estate or the tenants or occupiers thereof
10. COMMON EXPENSES
Any reasonable and proper costs and expenses (or a fair and reasonable proportionthereof) paid or incurred by or on behalf of the Landlord in connection with theprovision of services or facilities on adjoining or neighbouring premises for thebenefit of the Estate
33
Part 4 -Calculation and payment of the Service Charge
1. CALCULATION OF PROPORTIONS
1.1 The Service Charge shall be calculated rid mari~x on a comparison of the grossinternal area of the Property with the total gross internal area of the Lettable Areasof the Estate as applicable to the Service Costs but also with reference to theService Charge guidance provided from time to time by the Royal Institution ofChartered Surveyors
1.2 In the event of such comparison being inappropriate having regard to the nature ofthe expenditure incurred or the nature of the premises benefited by the expenditure(or item of expenditure) or otherwise the Landlord shall be at liberty in its discretion(acting reasonably and properly) to adopt such other method of calculation of theService Charge as shall be fair and reasonable in the circumstances (including ifappropriate the attribution of the whole of any such expenditure or item ofexpenditure to the Property)
2. PREPARATION OF CERTIFICATE
2.1 As soon as reasonably practicable after the end of the Service Charge Period theLandlord shall procure the preparation of the Certificate and the delivery of a copy ofit to the Tenant and shall produce to the Tenant such reasonable information as theTenant may require in connection with the figures/information contained in theCertificate
2.2 Save in case of manifest error the Certificate shall be conclusive evidence for thepurposes hereof of the matters which it purports to certify
3. DEMAND FOR AND CALCULATION OF THE SERVICE CHARGE
Thy Tenant shall within 10 working days of written demand foflowinng the provision or`a copy of the Certificate pay to the Landlord the Service Charge less any interimpayments made by the Tenant on account thereof pursuant to this Schedule
4. QUARTERLY INTERIM PAYMENTS ON ACCOUNT
4.1 The Tenant shall pay to the Landlord on each of the usual quarter days an interimpayment being such sum in advance and on account of the Service Chargeprospectively payable for the relevant Service Charge Period as the Landlord shallconsider to be fair and reasonable and shall notify in writing to the Tenant
4.2 The Landlord may if reasonable to do so revise the interim payment with effect fromany of the usual quarter days either before the commencement or during the courseof any relevant Service Charge Period by notice in writing to the Tenant and theinterim payment payable on each quarter day shall unless so revised be equal tothe interim payment payable on the last quarter day
5. BALANCING PAYMENT
If the Certificate shows that the aggregate of the interim payments made by theTenant to the Landlord during the relevant Service Charge Period
5.1 exceeds the Service Charge payable for the Service Charge Period the excess shallbe allowed to the Tenant against the interim payments next payable or in the Termis determined the excess or a duly apportioned part thereof shall be repaid to theTenant or
5.2 is less than the Service Charge payable for the Service Charge Period the Tenantshall within 10 working days of service of the Certificate pay the amount of any suchshortfall to the Landlord
6. APPLICATION TO THE TERM
This Part of this Schedule shall continue to apply notwithstanding the determinationof the Term but only in respect of the period down to the determination of the Termand for apportionment purposes the Service Costs for any Service Charge Period
34
shall be deemed to have accrued evenly on a daily basis throughout the relevantService Charge Period
Part 5 -Agreements and declarations
1. INTERRUPTION OF SERVICES
Notwithstanding anything contained in this Lease the Landlord shall not be liable tothe Tenant nor shall the Tenant have any claim against the Landlord in respect of:
1.1 any interruption in or to any of the services serving the Property or any failure toperform the Services by reason of any inspection repair renewal or maintenance ofany systems or apparatus or while any of the same are being replaced nor whileany new systems or apparatus are being installed nor by reason of damage theretoor destruction thereof or mechanical or other defect or breakdown frost or otherinclement conditions strikes lock out shortage of fuel materials water or labour orother cause beyond the Landlord's reasonable control or taking steps to comply withany notice given or requirement or direction of any competent authority in respect ofthe Estate
1.2 any breach of any obligation relating to the provision of the Services or to the repairor maintenance of the Estate or any of the services serving the Property or theEstate until notice in writing thereof is given to the Landlord and then only after theLandlord has been able to obtain all necessary permissions and consents for theperformance of its obligations and if the labour and materials required therefore areavailable and a reasonable time in which to perform or remedy the same haselapsed
Provided that the Landlord shall use all reasonable endeavours to remedy any suchinterruption defect breakdown or stoppage as soon as reasonably practicable afterbecoming aware of the same
2. REVIEW OF SERVICES AND EXPENSES
The Landlord may (acting reasonably) from time to time review the Services and thecosts expenditure charges or allowances included in the Service Costs as shall beappropriate in the interests of good estate management and omit add to extend orvary the same and from and after the relevant date of such review such omissionadditions extensions or variations shall be taken into account in the calculation ofthe Service Costs and the Service Charge
3. REVIEW OF ALLOCATION OF PARTICULAR SERVICES
If by reason of any change in circumstances or otherwise in the reasonable opinionof the Landlord part of the Service Costs relate to services provided for the benefitof part only of the Estate or for any particular occupiers or category of occupiersthereof or it is otherwise fair and reasonable to do so the Service Charge may bevaried or such part of the Service Costs as shall so relate may be allocated in wholeor in part to the persons (including the Tenant) so benefiting as may in the opinionof the Landlord be fair and reasonable
4. PERFORMANCE OF SERVICES
4.1 No costs or expenses shall be excluded from the Service Costs on the ground thatthe Landlord is obliged to carry out the relevant service to any third party
4.2 The Landlord shall not be obliged to perform all or any of the Services or to provideor install any system or service not in existence at the date hereof and reference tothe Services or heads of expenditure in part 2 and part 3 of this schedule shallimport no obligation on the part of the Landlord to incur any expenditure or performany services within all or any of such heads of expenditure
4.3 No objection shall be made to any reasonable and proper cost incurred by theLandlord included in the calculation of the Service Costs by reason that the materialwork or service in question might have been provided or performed at a insignificantlower cost or to a lower quality standard or specification or (save that the work or
35
expense is not in respect of any of the Services or other expenditure within thedefinition of the Service Costs) otherwise
5. EXCEPTIONAL EXPENDITURE
5.1 If the Landlord is required during any Service Charge Period to incur heavy orexceptional expenditure which forms part of the Service Costs the Landlord shall beentitled to recover from the Tenant the reasonable and proper Service Chargerepresenting the whole of that expenditure on the quarter day next following
5.2 If funds collected by way of advance payments of Service Costs prove insufficient tomeet any immediate liability (and there is no reserve fund available or which may beapplied to meet the liability) the Landlord shall be entitled to borrow monies for thepurpose from reputable banks at commercially competitive rates of interest and theinterest payable on the borrowing shall be recoverable as an item of the ServiceCosts
6. UNLET PARTS
In the case of unlet Lettable Areas the Landlord shall bear the proportion of theService Costs which would have been recoverable from the tenant thereof had thesame been let on the terms of this Lease
Annex -Plan
37
Executed as a deed by NETWORKSPACE DEVELOPMENTS LIMITEDacting by one director in the presenceof:
Witness Signature
Witness Name
Address
Occupation
.................... ..................Director
~~1E~.-A~.0 kExecuted as a deed by PRAMAC~Zbi~.LIMITED acting by two directors or a .......................director and its secretary Director
[Director OR Secretary]
Executed as a deed by PRINDUSTRIAL SRL acting by [two ...............directors or a director and its secretary] [Director]
.....................................[Director OR Secretary]
38
APPENDIX 2
Licence for Alterations
18052308.5
ate e P
DATED 2018
(1) NETVII~NK _S P~►C~K EVELOPMENTS LIMITEDG FlIW~~
(2) PRAMAC (U~K~ LIMITED
(3) PR INDUSTRIAL SRL
LICENCE TO CARRY OUT WORKS
relating to Unit 4, Tunstall Arrow South
James Brindley Way Stoke-on-Trent ST6 5GF
Ref: GRAM\101255.079Date: 19.06.2018Draft: 01z~~saisa.i
CONTENTS
1. DEFINITIONS AND INTERPRETATION ..........................................................
2. CONSENT TO CARRY OUT THE WORKS .....................................................
3. STARTING THE WORKS .................................................................................
4. CARRYING OUT AND COMPLETING THE WORKS ......................................
5. THE CDM REGULATIONS ..............................................................................
6. FURTHER PROVISIONS RELATING TO THE WORKS .................................
7. NO WARRANTY BY THE LANDLORD ............................................................
8. COSTS .............................................................................................................
9. THE RIGHT OF RE-ENTRY IN THE LEASE ........:.:.....:t..,,.,..:..,.r...................
10. INDEMNITY ............................................................................:.........................
1 1. THE GUARANTOR ...........................................................................................
12. NOTICES ..........................................................................................................
13. LIABILITY .........................................................................................................
14. THIRD PARTY RIGHTS ...................................................................................
APPENDIX 1 - (ATTACHMENT: PLANS AND SPECIFICATION FOR THE WORKSI.
1
2
2
2
3
3
4
4
4
4
4
5
5
5
7
znsa, aa.,
i .~
DATE 2018
PARTIES
(1) NETWORK SPACE DEVELOPMENTS LIMITED incorporated and registered in Englandand Wales with company number: 1604509 whose registered office is at Centrix House,Crow Lane East, Newton-le-Willows WA12 9UY (the Landlord );
n160.A~: VIA(2) PRAMA~C~ LIMITED incorporated and registered in England and Wales with company
number: 32297 whose registered office is at Room 116, The Innovation Centre FestivalDrive, Victoria Business Park, Ebbw Vale, Blaenau Gwent, Wales, NP23 8XA (the Tenant);and
(3) PR INDUSTRIAL SRL incorporated and registered in Italy [with company number [•] ]whose registered office is at I Localita II Piano 53031 Casole d'Elsa, Siena, Italy (theGuarantor).
INTRODUCTION
(A) This licence is supplemental and collateral to the Lease.
(B) The Landlord is entitled to the immediate reversion to the Lease.
(C) The residue of the term granted by the Lease is vested in the Tenant.
(D) The Tenant intends to carry out the Works and, under the terms of the Lease, requires theconsent of the Landlord to do so.
IT IS AGREED
1. DEFINITIONS AND INTERPRETATION
1.1 In this licence the following definitions shall apply unle~~ the context otherwi~~ require:
CDM Regulationsthe Construction (Design and Management) Regulations 2~1~;
Energy Performance Certificatea certificate as defined in regulation 2(1) of the Energy Performance of Buildings (Englandand Wales) Regulations 2012 (S12012/3118).
Leasea lease of the Property dated [•] 2018 and made between the Landlord (1) and the Tenant(2) and all documents supplemental or collateral to that lease;
PropertyUnit 4, Tunstall Arrow (South) James Brindley Way Stoke-on-Trent Staffordshire ST6 5GFas more particularly described in and demised by the Lease;
Recommendation Reporta report as defined in regulation 4 of the Energy Performance of Buildings (England andWales) Regulations 2012 (S12012/3118)
Works[DESCRIPTION OF THE WORKS] as shown on the plans and specification attached to this
licence in Appendix 1.
1.2 References to the Landlord include a reference to the person entitled for the time being tothe immediate reversion to the Lease. References to the Tenant include a reference to itssuccessors in title and assigns.
1.3 References to the end of the Term are to the end of the Term however it ends.
1.4 The expression tenant covenants has the meaning given to it by the Landlord and Tenant(Covenants) Act 1995.
1.5 Clause headings shall not affect the interpretation of this licence.
2nsa, aa.,
1.6 A person includes a natural person, corporate or unincorporated body (whether or nothaving separate legal personality).
1.7 Words in the singular shall include the plural and vice versa.
1 A A reference to one gender shall include a reference to the other genders.
1.9 Unless otherwise specified, a reference to a statute, statutory provision or subordinatelegislation is a reference to it as it is in force from time to time, taking account of anyamendment or re-enactment and includes any statute, statutory provision or subordinatelegislation which it amends or re-enacts.
1.10 A reference to a statute or statutory provision shall include any subordinate legislation madefrom time to time under that statute or statutory provision.
1.11 A reference to writing or written includes faxes but not e-mail.
1.12 A reference to a document is a reference to that document as varied or novated (in eachcase, other than in breach of the provisions of this licence) at any time.
1.13 Except where a contrary intention appears, references to clauses are to the clauses of thislicence.
1.14 Any phrase introduced by the terms including, include, in particular or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding thoseterms.
2. CONSENT TO CARRY OUT THE WORKS
2.1 In consideration of the obligations on the Tenant in this licence, the Landlord consents to theTenant carrying out the Works on the terms set out in this licence and applying for planningpermission to carry out the Works.
2.2 This consent will cease to be valid if the Works have not been started (in accordance with
the terms of this licence) within [three] months from (and including) the date of this licence,unless the Landlord gives the Tenant notice extending the period of validity. If the Landlorddoes agree to an extension, then this consent will remain valid for the period stated in thatnotice and the time period stated in clause 4.7.1 will be extended by the same amount. If
this consent ceases to be valid and the Landlord has not given notice extending its validity,all the terms of this licence except clause 2.1 will remain in force.
2.3 Nothing in this licence will place the Tenant under an obligation to the Landlord to carry out
the Works, but if it does carry them out, it must do so on the terms of this licence.
2.4 This consent does not obviate the need for the consent of any person other than theLandlord that may be required to carry out the Works.
3. STARTING THE WORKS
3.1 The Tenant must not start the Works until it has complied with the requirements of thisclause and of clause 5.1.
3.2 The Tenant must obtain all licences and consents that are required for the Works under alllaws and by the owner or occupier of any neighbouring land or otherwise.
3.3 The Tenant must provide details of the Works to the insurers of the Property and obtain their
consent to carrying out the Works.
3.4 The Tenant must produce all such licences and consents to the Landlord and obtain theLandlord's confirmation they are satisfactory to the Landlord such confirmation not to be
unreasonably withheld.
3.5 The Tenant must give the Landlord electronic and paper copies of the plans andspecification for the Works.
3.6 The Tenant must notify the Landlord and the insurers of the Property of the date it intends tostart carrying out the Works.
4. CARRYING OUT AND COMPLETING THE WORKS
4.1 The Tenant must carry out the Works:
snsa, ea.,2
4.1.1 using .good quality, new materials which are fit for the purpose for which theywill be used;
4.1.2 in a good and workmanlike manner and in accordance with good building andother relevant practices, codes and guidance; and
4.1.3 to the reasonable satisfaction of the Landlord.
4.2 In carrying out the Works the Tenant must comply with all laws and the terms of all otherlicences and consents, the requirements and recommendations of all relevant utilitysuppliers and those of the insurers of the Property.
4.3 The Tenant must take all proper steps to ensure that carrying out the Works does nat makeany of the following unsafe:
4.3.1 the structure of the building of which the Property forms part,
4.3.2 any plant or machinery at the building of which the Property forms part,
4.3.3 any neighbouring land or building.
4.4 The Tenant must cause as little disturbance and inconvenience as possible to the Landlordand the owners and occupiers of the building of which the Property forms part and of anyneighbouring land. The Tenant must not infringe any of their rights nor the rights of anyother person in relation to the Property.
4.5 The Tenant must immediately make good, to the reasonable satisfaction of the Landlord,any damage (including decorative damage) to any land or building or any plant andmachinery (other than the Property) which is caused by carrying out the Works.
4.6 The Tenant must allow the Landlord and its surveyors access to the Property, both while theWorks are being carried out and afterwards, and will give the Landlord the information itreasonably requests to establish that the Works are being and have been carried out inaccordance with this licence.
4.7 The Tenant must:
4.7.1 complete the Works within [six] months after the date of this licence; and
4.7.2 notify the Landlord as soon as the Works have been completed, and send theLandlord electronic and paper copies of plans showing the Property as alteredby the Works.
4.7.3 The Tenant shall provide the Landlord with a copy of any Energy PerformanceCertificate and Recommendation Report issued as a result of the Works withinone month of such documents being issued.
5. THE CDM REGULATIONS
5.1 By entering into this licence, the Tenant and the Landlord agree that, to the extent that theLandlord may be a client for the purposes of the CDM Regulations, the Tenant is to betreated as the only client in respect of the Works for the purposes of the CDM Regulations.
5.2 The Tenant must comply with its obligations as a client for the purposes of the CDMRegulations and must ensure that the principal designer and the principal contractor that itappoints in relation to the Works comply with their respective obligations under the CDMRegulations, including preparing and maintaining the health and safety file for the Works.
5.3 The Tenant must ensure that all relevant documents relating to the Works are placed in thehealth and safety file for the Property by the principal designer or principal contractor inaccordance with the CDM Regulations and otherwise comply with its obligations in theLease relating to those documents and the file.
6. FURTHER PROVISIONS RELATING TO THE WORKS
6.1 The Landlord will only be obliged to insure the Works if they form part of the Property andonly after they have been completed in accordance with this licence and for the amount fiorwhich the Tenant has notified the Landlord that they should be insured and otherwise inaccordance with the terms of the Lease.
27794184.1
3
6.2 Before the end of the term of the Lease (however it may end) the Tenant must, unless andto the extent the Landlord requires to the contrary and gives the Tenant reasonable priornotice of that requirement, remove the Works and reinstate the Property and make good anydamage (including decorative damage) caused to the Property by such removal andreinstatement.
6.3 Any effect on the rental value of the Property arising in connection with the Works will bedisregarded on any rent review under the Lease.
6.4 The tenant covenants in the Lease will extend to the Works and apply to the Property asaltered by the Works.
7. NO WARRANTY BY THE LANDLORD
7.1 No representation or warranty is given or is to be implied by the Landlord entering into thislicence or by any step taken by or on behalf of the Landlord in connection with it as to:
7.1.1 the suitability of the Property [or the building of which it forms part] for theWorks; or
7.1.2 whether the Works or any removal or reinstatement of them may be lawfullycarried out.
7.2 The Tcnant acknowledges that it is not relying nn, ~n~l will have no remedy in respect of,any representation that may have been made by or ~n behalf of the Landlord before thedate of this licence as to any of the matters mentioned in clause 7.1.
7.3 Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
8. COSTS
8.1 The Tenant must pay on demand any costs and disbursements of the Landlord, itssolicitors, surveyors and managing agents incurred in connection with the Works or anyremoval of them and reinstatement of the Property or in making good any damage to anyland or building, plant or machinery (other than the Property) which is caused by thecarrying out of the Works or by the removal of them or the reinstatement of the Property.
8.2 The obligations in this clause extend to costs and disbursements assessed on a fullindemnity basis and to any value added tax in respect of those costs and disbursementsexcept to the extent that the Landlord is able to recover that value added tax.
9. THE RIGHT OF RE-ENTRY IN THE LEASE
The right of re-entry in the Lease will be exercisable if any covenant or condition of thislicence is breached, as well as if any of the events stated in the provision for re-entry in theLease occurs.
10. INDEMNITY
The Tenant must indemnify the Landlord against all costs and claims arising from anybreach of the terms of this licence.
1 1. THE GUARANTOR
The consent granted by this licence is granted at the request of the Guarantor and theGuarantor consents to the Tenant entering into this licence. In consideration of the consentgranted by the Landlord, and subject to clause 11.2, the Guarantor agrees that its guaranteeand other obligations under the Lease shall remain fully effective and:
1 1.1.1 to the extent that any provision of this licence varies the terms of the Lease,shall apply to the Lease as varied;
1 1.1.2 shall extend and apply to the covenants given by, and the obligations on thepart of, the Tenant under this licence; and
1 1.1.3 subject to clause 11.1.1 and clause 11.1.2, shall not be released or diminishedby any provision of this licence.
11.2 Nothing in this licence shall prevent or limit the operation of section 18 Landlord and Tenant(Covenants) Act 1995.
27794184.1
4
12. NOTICES
Any notice given pursuant to this licence must be in writing and must be delivered by hand,or sent by pre-paid first class post or other next working day delivery service or by any othermeans permitted by the Lease. A correctly addressed notice delivered by hand shall bedeemed to have been delivered at the time the notice is left at that address. A correctlyaddressed notice sent by pre-paid first class post or other next working day delivery serviceshall be deemed to have been delivered on the second working day after posting.
13. LIABILITY
13.1 The obligations of the Tenant in this licence are owed to the Landlord and are made inconsideration of the consent granted by clause 2.
13.2 At any time when the Tenant is more than one person, then those persons will be jointly andseverally liable for the Tenant's obligations arising by virtue of this licence. The Landlordmay take action against, or release or compromise the liability of any one of those persons,or grant any time, or concession or other indulgence without affecting the liability of anyother of those persons.
14. THIRD PARTY RIGHTS
A person who is not a party to this licence shall not have any rights under or in connectionwith it.
THE PARTIES have executed this licence as a deed and delivered it on the date first set out above
27794184.1
Executed as a deed by NETWORKSPACE DEVELOPMENTS LIMITED .............acting by one director in the presence Directorof:
Witness Signature
Witness Name
Address
Occupation
-(~,tJ~K~AC ~ K.Executed as a deed by PRAMAC ~biC~LIMITED acting by two directors or a .............director and its secretary Director
......................................[Director OR Secretary]
Executed as a deed by PRINDUSTRIAL SRL acting by [two ..............directors or a director and its secretary] [Director]
[Director OR Secretary]
27794784.1
6
APPENDIX 1
[ATTACHMENT: PLANS AND SPECIFICATION FOR THE WORKS]
27794184.1
APPENDIX 3
Opinion Letter
15052308.5
PRAmac
To: Network Space Developments Limited
Centrix House,
Crow Lane East,
Newton-le-Willows,
Merseyside WA12 9UY
Date: August 9, 2018
Dear Sirs,
Legal Opinion — PR Industrial SRL (Company);
Agreement for Lease and Lease of Unit 4 Tunstall Arrow South, James Grindley Way, Tunstall, Stoke-on-Trent(Property) to be executed by the Company (as guarantor of Pramac (UK) Limited (Tenant) in favour of NetworkSpace Developments Limited (Landlord)
I, Monica Raunich, am a PR Industrial S.r.l. internal lawyer in and fully authorised and qualified to render legal opinionsunder the laws of Italy (State).
have been requested to give a legal opinion as to the status of the Company, the power of the Company to enter intothe Property Documentation (defined below), the legal validity of the Property Documentation and the enforceability ofthe Property Documentation under the law of the State.
My opinion is limited to the law of the State as at the date of this letter.
Documents examined
For the purposes of this opinion, I have examined the following:
1. the draft of the agreement for lease (the Agreement) and of the lease of the Property (the Lease) which it isproposed should be entered into between (1) the Landlord (2) the Tenant and (3) the Company, togetherreferred to as the Property Documentation;
2. up to date certified copies of the certificate of incorporation of the Company and the memorandum andarticles of association of the Company which have been certified by the Italian Chamber of Commerce to betrue and up to date copies of the Company's constitutional documents;
3. the written resolution of the Company's board of directors on August 9 2018, authorising the execution of theProperty Documentation by the Company;
4. evidence that any and all necessary authorisations and approvals and consents of the appropriate authoritiesin the State have been obtained and are in full force and effect to:
4.1 authorise the execution of the Property Documentation by or on behalf of the Company;
4.2 authorise the performance by the Company of its obligations under the Property Documentation; and
4.3 permit the payment and remittance to the LandlordlCompany in pounds sterling of all payments to be made inthe manner provided for in the Property Documentation.
Ph IIdDUSTRiA~ s.r.l. — Lccaiita 11 (-'iarlo ~~031 CaS01edEISa. Sera—IU11 - C F a P.I. ~J626<1360444 Cap. SoC. E 10.000 GC0 00 i vGI. ''' J9 0517 05200 Faz ~~-19 05%7 949076 e-iT,ail: ~nfo!e7prarnac.cori~ iNeb- •~rnys:~.piamac.coin - v,~:~:~r.lil~er.it
PRAmac
such other documents as I consider reasonably necessary for the purposes of giving this opinion.
Reliance upon opinion
The following opinion is given for the benefit of the Landlord and its successors in title and may not be relied upon byany other party.
The opinion
ft is my legal opinion acting on your behalf and assuming that the Property Documentation is delivered and dated, that:
1. The Company is duly incorporated with limited liability and validly existing under the laws of the State and hasthe capacity to sue or to be sued in its own name.
2. At the date of this opinion, no steps have been taken or threatened to wind up the Company, to terminate itsexistence or to appoint a receiver, manager, administrator, liquidator, custodian, trustee or similar official inrespect of it or otherwise to place its business or any of its assets outside the control of its directors.
3. The Company has the power and authority to enter into the Property Documentation and to perform itsobligations thereunder and has taken all necessary corporate and other action to authorise the execution,delivery and performance of Property Documentation in accordance with its terms.
4. The Property Documentation has been validly executed by the Company by a duly authorised officer of theCompany, Paolo Campinoti, and such execution has been attested in a manner which fulfils all relevantrequirements of the laws of the State.
5. The Property Documentation will, upon completion, be legal, valid and binding on the Company inaccordance with its terms.
6. The execution and performance of the Company's obligations in the Property Documentation will not exceedany power granted to the Company or violate any provision of any law or regulation, order or decree to whichthe Company is subject or the constitution of the Company.
7. All licences, consents, conditions and things required to be done by the laws of the State to enable theCompany to execute the Property Documentation and perform the obligations on its part therein containedand to make the Property Documentation admissible in evidence have been done, fulfilled and performed.
8. Save as may be required by English law, no filing, stamping or registration or other steps (including thepayment of any taxes or other monies) are required in order to make terms of the Property Documentationenforceable against the Company.
9. The Landor is entitled to receive all payments under the Property Documentation without you making anydeduction or withholding in respect of any taxes or other payments in the State.
10. The Company's payment obligations under the Property Documentation ranks at least equally or rateably inall respects with its other unsecured indebtedness and the Company does not require any consent orauthorisation whatsoever to transfer money out of the State in fulfilment of its obligations under the PropertyDocumentation.
11. The choice of English law to govern the Property Documentation is valid and binding in the State and will beapplied by the courts of the State in connection with the Property Documentation and the submission by theCompany to the jurisdiction of the English courts in the Property Documentation is valid and binding under thelaws of the State.
12. The Property Documentation is in a proper form to be enforced under the laws of the State.
13. If the Company becomes insolvent or subject to any insolvency procedure or to the protection of insolvencylaws the obligations of the Company under the Property Documentation will remain valid, binding andenforceable. It will not be necessary to obtain any leave from a State Court or other State authority beforeenforcing the Property Documentation and this position will not change if the Company becomes insolvent orsubject to any insolvency procedure or to the protection of insolvency laws.
14. A judgment or order of an English court in respect of any claim under the Property Documentation would bebinding on the Company and would be recognised and enforced by the courts of the State without any re-trialor re-examination of That matter.
15. Any address within England specified as an address for the service of proceedings in respect of the PropertyDocumentation is valid and binding on the Company.
PR INDUSTRIAL s.r'.l. —t;;~ail~;llf~ia~ta5303! ';;asc!eciclsa, Seri -It2;y - C F e P.l. Oii26~:36G~i<z4 Cap. Soc. E a0.OD0.000A0;.~.~.TEL r 39 ~~~ fi6~;2G0 Fax r39O~i i 9~:~U7o 2-mail inio~~7ramac.c~n' ~i"V~b~ vnr:,.,.~rariac.r~n~ -vr, wJirter.it
PRARiAC
16. Neither the Company nor any of its assets is entitled to any immunity from service of process, suit, judgment,execution or attachment (including pre-judgment attachment) in respect of any obligation under, or securityinterest created by, the Property Documentation.
17. It is not necessary in order for you to exercise or enforce any of your rights under the Property Documentationthat you should be licensed, registered or otherwise authorised to carry on business in the State.
18. The Company is not engaged in any proceedings, legal or otherwise, before any State Court or Stateauthority which could materially or adversely affect the financial condition, business or operations of theCompany or impair the Company's ability to comply with its obligations in the Property Documentation.
Assumptions
In providing this opinion, I have assumed that:
1. all documents furnished to me are an authentic and complete original or are a true and complete copy of theoriginal documents;
2. no amendments have subsequently been made to the documents furnished to me and remain in force andeffect in the same form as submitted to me for examination; and
3. the Property Documentation is within the capacity of and is or will be duly executed and delivered by each ofthe parties other than the Company.
Yours faithfully
Monica RaunichPR Industrial Legal Counsel
~1
PR INDUSTRIAL s.r.L - Lca;ila li Piano 53031, Caso;e d E!s~. Siena -Italy - C F. z P.I. 06264860484 Cap. Soc. E 10.000.000,00 i.v.TeI. + 39 0577 9o520U Fax +39 0577 94907& e-mail: in~o c"Dpramac.com 4Veb: wr.~w.pramac.com • uwvw.Iifter.it