LEGAL_EU # 25512489.2

Dated 2019

INDUSTRIAL NORTH WEST LLP

(IN ADMINISTRATION)

and

ARRON SIMON KENDALL AND SIMON ROBERT THOMAS AS JOINT

ADMINISTRATORS OF INDUSTRIAL NORTH WEST LLP (IN

ADMINISTRATION)

and

MOVIANTO UK LIMITED

and

OWENS & MINOR INTERNATIONAL LIMITED

AGREEMENT FOR LEASE

Building 1, Haydock Green,

Penny Lane, Haydock

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CONTENTS

THIS AGREEMENT is made the day of 2019

B E T W E E N:

(1) INDUSTRIAL NORTH WEST LLP (in Administration) (LLP

registration number OC421273) of Chapel House, New Street, Altrincham

Cheshire WA15 2QS c/o Arron Simon Kendall and Simon Robert

Thomas (in their capacities as joint administrators) Moorfields Advisory

Limited, 88 Wood Street, London EC2V 7QF (“the Landlord”)

(2) ARRON SIMON KENDALL and SIMON ROBERT THOMAS as

joint administrators of Industrial North West LLP both of Moorfields

Advisory Limited of 15th Floor, 88 Wood Street, London EC2V 7QF

(hereinafter called the "Administrators")

(3) MOVIANTO UK LIMITED (company registration number 01243938)

whose registered office is 1 Progress Park, Elstow, Bedford, MK42

9XE(“the Tenant”)

(4) OWENS & MINOR INTERNATIONAL LIMITED (registered in the

Republic of Ireland with company number 554496) whose registered

office is ArcRoyal, Virginia Road, Kells, Co Meath (the “Guarantor”)

BACKGROUND

A. The Administrators were appointed joint administrators of the

Landlord by a notice of appointment on 24 May 2019 by The Governor

and Company of the Bank or Ireland under paragraph 14 of Schedule B1

to the Insolvency Act 1986.

B. The Administrators have entered into this Agreement solely for the

purpose of obtaining the benefit of the provisions in their favour and shall

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incur no personal liability of any kind under or in connection with this

Agreement.

C. It is acknowledged that this Agreement shall replace the Previous

Agreements (as defined below).

1. DEFINITIONS

1.1 In this Agreement the following terms shall have the following meanings

1.1.1 “Access Certificate” means the certificate to be issued by the Landlord’s

Representative in accordance with clause 8 certifying that the Access

Conditions have been satisfied

1.1.2 “Access Conditions” means the following conditions:

(a) the Building Works have been completed to a stage sufficient to

enable the Tenant to enter onto the Demised Premises with the

permission of the Building Contractor to carry out the Tenant’s

Works having regard to the need for the Landlord to carry out the

remaining Building Works without any material interruption or

delay to the Building Works being caused by the carrying out of the

Tenant’s Works;

(b) the Tenant and its contractors will have reasonable vehicular and

pedestrian access to the Demised Premises during normal working

hours for workmen and the delivery of plant, equipment and

materials;

(c) all drainage to the Demised Premises is available for connection to

the public sewer;

(d) electricity and water services are available to the Demised Premises

either through temporary supplies to be provided by the Landlord or

to mains supplies subject in either case to the Tenant making or

arranging with the utility suppliers for connection to these services;

(e) the Demised Premises are wind and watertight and secure or capable

of being made secure where any part of the physical enclosure of the

Building is to form part of the Tenant’s Works; and

(f) the floor slabs of the Demised Premises have cured

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1.1.3 “Access Date” means the date of Practical Completion or, if earlier, the

date on which the Landlord issues the Access Certificate in accordance

with clause 8

1.1.4 “Act” means the Town and Country Planning Act 1990.

1.1.5 “Actual Completion” means actual completion of the grant of the Lease

and “Date of Actual Completion” is to be interpreted accordingly

1.1.6 “Administration Expense” means all such costs, debts, liabilities,

remuneration and expenses (including but not limited to the

Administrators’ own fees and legal fees, VAT, disbursements and other

expenses) as would be payable out of the Assets according to the

provisions of Paragraphs 99(3), 99(4) and 99(5) of Schedule B1 and

paragraph 13 of Schedule 1 to the Insolvency Act 1986 and Rule 3.51 of

the Insolvency Rules 2016”;

1.1.7 “Appointments” the deeds of appointment to be entered into with

members of the Professional Team in accordance with clause 4.1 and 4.2

using one of the forms of appointment annexed at Schedule 4 of this

Agreement. Any amendments to the forms of appointment shall be

subject to the prior approval of the Tenant (such approval to not be

unreasonably withheld)

1.1.8 “Approvals” means all approvals consents and permissions under the

1990 Act (including the approval of any matter reserved by any such

matters) building regulations and any other statute bye law or regulation

of any competent authority from time to time necessary for the Landlord

to undertake and complete the Building Works in accordance with the

provisions of this Agreement and the Building Contract

1.1.9 “Architect” means Martin Spencer Design Architecture LLP of 3 Hibbert

Street, Lees, Oldham, Greater Manchester OL4 3JZ or such architect or

firm of architects as the Building Contractor may from time to time

appoint in connection with the Building Works and notify to the Tenant in

writing

1.1.10 “Assets” means all of the assets of the Landlord from time to time.

1.1.11 "Building Contract" means the building contract relating to the Building

Works incorporating any amendments agreed between the Landlord and

the Building Contractor dated on or around the date of this Agreement.

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The form of the Building Contract is appended at Schedule 4 of this

Agreement any amendment to it shall be subject to the prior approval of

the Tenant (such approval not to be unreasonably withheld)

1.1.12 “Building Long Stop” means 12th July 2019 subject to the provisions of

clauses 6.5, 7.9 and 9.7

1.1.13 “Break Dates” means the 10th anniversary of the Term Commencement

Date

1.1.14 “Building” means the building to be constructed on the Demised Premises

as part of the Building Works

1.1.15 "Building Contractor" means Barnfield Construction Limited of 8 Kenyon

Road, Brierfield, Nelson, Lancashire, BB9 5SP or such other experienced

and reputable firm or company of building contractors appointed by the

Landlord to carry out the Building Works

1.1.16 “Building Works” means the works to be carried out by or on behalf of

the Landlord for the construction of the Demised Premises as set out in

the Specification;

1.1.17 “CDM Regulations” means the Construction (Design & Management)

Regulations 2015

1.1.18 “Certificate of Making Good Defects” means the certificate issued by the

Architect pursuant to the Building Contract certifying that the defects

notified to the Building Contractor during the Defects Liability Period

have been made good in accordance with the Building Contract

1.1.19 "Certificate of Practical Completion" means the Certificate of Practical

Completion to be issued by the Architect in accordance with the Building

Contract certifying that Practical Completion has taken place

1.1.20 “Code” means the RICS Code of Measurement Practice (6th Edition)

1.1.21 “Completion Date” means ten Working days after the later of: (a) of the

Date of Practical Completion; and (b) the delivery of the engrossment of

the counterpart lease to the Tenant’s Solicitors; and (c) the date on which

the Gross Internal Area is agreed or determined in accordance with clause

16

1.1.22 "Date of Practical Completion" means the date certified in the Certificate

of Practical Completion as the date on which the Building Works have

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been practically completed in accordance with the terms of the Building

Contract

1.1.23 “Defects Liability Period” means the defects liability period under the

Building Contract

1.1.24 “Demised Premises” means the premises known as Building 1, Haydock

Green, Penny Lane, Haydock more particularly described in Part I of the

First Schedule of the Lease

1.1.25 “Employer’s Agent” means C4 Consulting, The Chapel, Old Cherry Lane,

Haydock, WA13 0TA or any such agent as the Landlord may appoint

from time to time

1.1.26 “Estimated Access Date” means [new dates to be added]

1.1.27 “Estimated Date of Practical Completion” means [new dates to be added]

1.1.28 “Excluded Materials” means substances materials building practices or

techniques not in conformity with any relevant British standards or codes

of practice or which are generally known having regard to the guidance

“Good Practice in Selection of Construction Materials” dated 16th May

1997 sponsored by the British Property Federation and British Council

Offices

1.1.29 “Further Building Works” means those works as set out at [Schedule 1] of

the Specification;

1.1.30 “Green Land” means that part of the Demised Premises shown edged

green on the Plan;

1.1.31 “Green Land Rent” means the rent calculated in accordance with

clause 16.7;

1.1.32 “Gross Internal Area” means the gross internal area of the Building

measured in square feet in accordance with the Code

1.1.33 “Incumbrances” means:

(i) the matters contained or referred to in the property, proprietorship

and charges registers of the registered title to the Demised Premises;

(ii) anything in the nature of an incumbrance disclosed in writing by the

Landlord’s Solicitors to the Tenant’s Solicitors

1.1.34 “Landlord’s Contribution” means the sum of five hundred thousand

pounds (£500,000);

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1.1.35 “Landlord’s Solicitors” means Paul Hastings (Europe) LLP, 10 Bishops

Square, London, E1 6EG (Ref - Miles Flynn)

1.1.36 “Lease” means the Lease to be granted by the Landlord to the Tenant for a

term of 15 years from the Completion Date pursuant to this Agreement in

the form of the draft Lease annexed hereto as Annexure 1 incorporating

the details to be included under clause 19.2 and the expression “Lease”

shall wherever the context so admits or requires include the form of draft

and any variations or modifications thereto formally agreed between the

parties in writing specifically as “agreed variations”

1.1.37 “Licence for Alterations” means a licence for alterations in the form

attached at Annexure 4 to be entered into in relation to the Tenant’s

Works

1.1.38 “Main Rent” means the rent calculated in accordance with clause 16.5

1.1.39 “Mechanical and Electrical Engineer” means KGA Partnership Limited of

Trinity Chambers, 10 Ivy Street, Birkenhead, Merseyside CH41 5EF or

such other chartered engineer appointed by the Landlord or the Building

Contractor in accordance with clause 4.2

1.1.40 “1990 Act” means the Town & Country Planning Act 1990 and all other

statutes containing provisions relating to town and country planning

and/or development and construction works

1.1.41 “Opinion Letter” means a letter relating to the Guarantor in the form

annexed as Annexure 2

1.1.42 “Option Land” means the land edged red on the plan annexed as

Annexure 3 and is to be transferred pursuant to the terms of the option

agreement dated 19 October 2010 between Catherine Susan Wood, David

Harry Wood, Jane, Beatrice Yan-Man-Shing and Stephen John Wood (1)

and the Landlord (2)

1.1.43 “Practical Completion” means practical completion of the whole of the

Building Works in accordance with the provisions of the Building

Contract and as certified under the Certificate of Practical Completion

1.1.44 “Planning Agreement” means any planning obligation entered into or

proposed to be entered into under Section 106 of the Act.

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1.1.45 “Planning Appeal” means an appeal to the Secretary of State under

section 78 of the Act or an application to the planning authority under

section 73 (as the case may be).

1.1.46 “Planning Permission” means planning permission for the construction of

the Demised Premises as detailed on the specification

1.1.47 “Planning Refusal” means any refusal to grant a Planning Permission

(including a deemed refusal under section 78 of the Act)

1.1.48 “Previous Agreements” means:

(a) agreement for lease dated 17 April 2018 between (1) Oliver Dean

Morley (2) Movianto UK Limited and (3) Owens & Minor

International Limited relation to Building 1, Haydock Green,

Penny lane, Haydock; and

(b) the supplemental agreement dated 3 June 2019 between the parties

to this Agreement also in relation to Building 1, Haydock Green,

Penny lane, Haydock

1.1.49 “Professional Team” means the following professionals:

(a) the Architect;

(b) the Mechanical and Electrical Engineer;

(c) the Quantity Surveyor;

(d) the Structural Engineer; and

(e) the Principal Designer

1.1.50 “Principal Designer” means C4 Consulting Limited of The Chapel Old

Cherry Lane, Lymm, Warrington, Cheshire WA13 0SZ or such other

reputable and suitably qualified person appointment by the Landlord as

the principal designer for the Building Works in accordance with

regulation 5 of the CDM Regulations

1.1.51 “Quantity Surveyor” means C4 Consulting Limited of The Chapel Old

Cherry Lane, Lymm, Warrington, Cheshire WA13 0SZ or such other

quantity surveyor appointed by the Landlord or the Building Contractor in

accordance with clause 4.2

1.1.52 “Registered Title” means the Official Copy of the register of title for Title

Number MS91660 as at [ ] such

1.1.53 “Rent Commencement Date” means [ ];

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1.1.54 “Restriction Letters” means the relevant written consents required by the

Tenant to enable registration of the Lease at the Land Registry required

pursuant to:

(i) the 2017 Transfer as noted at entry B2 of the Proprietorship

Register of the Registered Title;

(ii) entry B5 of the Proprietorship Register of the Registered Title;

and

(iii) [entry B6 of the Proprietorship Register of the Registered Title]

[Drafting note – this may be removed by the time of lease completion –

further update to follow once PH have spoken with the Land Registry];

1.1.55 “Restrictions” means all matters affecting the Demised Premises or their

use registered or capable of registration as local land charges and all

notices, charges, orders, resolutions, demands, proposals, requirements,

regulations, restrictions, agreements, directions or other matters affecting

the Demised Premises or their use or affecting the Building Works served

or made by any local or other competent authority or otherwise arising

under statute or any regulation or order made thereunder

1.1.56 “Review Dates” means every 5th anniversary of the Term Commencement

Date

1.1.57 “Specialist” has the meaning given to it in paragraph 1 of Schedule 3

1.1.58 "Specification" means the drawings and specification detailing the

Building Works annexed to this Agreement as Annexure 5 and includes

any changes to it made under the terms of this Agreement or otherwise

agreed in writing between the Landlord and the Tenant

1.1.59 “Structural Engineer” means Edge Structural Design Limited of Chambers

Business Centre, Chapel Road, Oldham OL8 4QQ or such other chartered

engineer appointed by the Landlord or the Building Contractor in

accordance with clause 4.2

1.1.60 “Supplemental Documents” means the Licence for Alterations;

1.1.61 “Target Area” means 373,000 square feet of Gross Internal Area.

1.1.62 “Tenant’s Representative” means Knight Frank of One Marsden Street,

Manchester, M2 1HW or such other member of the Royal Institution of

Chartered Surveyors appointed by the Tenant to supervise the carrying out

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of the Tenant’s Works and written notice of whose appointment has been

given in writing to the Landlord

1.1.63 “Tenant’s Solicitors” means Eversheds Sutherland of Kett House, Station

Road, Cambridge CB1 2JY

1.1.64 “Tenant’s Variations” means any variations to the Building Works

requested by the Tenant in accordance with clause 6

1.1.65 “Tenant’s Works” means works to which the Landlord gives its consent

pursuant to clause 7 and shall include the Further Building Works

1.1.66 “Term Commencement Date” means the earlier of the Date of Actual

Completion or the Date of Practical Completion

1.1.67 “2017 Transfer” means a transfer of the property registered under title

number MS91660 dated 10th May 2017 between (1) Kevin Patrick

Morgan, Michael Anthony Morgan, Andrew Lawrence Morgan, Helen

Maria Whitlow, Gabrielle Davies and Geraldine Koskinas and (2) the

Landlord

1.1.68 “Working Days” means any day on which clearing banks in the City of

London are (or would be but for any strike lock-out or other stoppage

affecting such banks generally) open during banking hours and “Working

Days” shall be construed accordingly

1.2 Paragraph headings are to be ignored for the purposes of interpretation

1.3 “Standard Condition” means the Standard Commercial Property

Conditions (Second Edition)

1.4 “Unconditional Date” has the meaning given to it in paragraph 1.3 of Part

1 of Schedule 1.

2. CONDITION OF THE DEMISED PREMISES

Before the date of this Contract the Landlord gave the Tenant permission

and the opportunity, which the Tenant agrees were sufficient for its

purposes to inspect, survey and investigate the condition of the ground

upon which the Demised Premises are located. The Tenant is treated as

having formed its own view of the condition of such ground and its

suitability for the Tenant’s purposes and acknowledges that:

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2.1 it has not entered into this agreement on reliance upon any representations

made by or on behalf of the Landlord or the Administrators;

2.2 the exclusions and limitations of liability contained in this agreement are

fair and reasonable in the circumstances of the administration of the

Landlord; and

2.3 neither the Landlord nor the Administrators give any warranties as to the

title to the Demised Premises for any purpose and any liability in this

respect is expressly excluded.

3. CONDITIONAL AGREEMENT

3.1 This Agreement has effect subject to the conditions set out in Schedule 1

and:

3.1.1 the Landlord and the Tenant are to comply with their respective

obligations in that Schedule; and

3.1.2 the provisions of clauses 4 to 16 will not have effect until the

Unconditional Date.

3.2 The Landlord agrees to grant with vacant possession and the Tenant

agrees to accept the grant of the Lease and the Supplemental Documents

on the Completion Date. The parties hereto will comply with their

respective obligations in Schedule 1.

4. BUILDING OBLIGATIONS

4.1 The Landlord is to be responsible for the appointment of the Building

Contractor and shall use reasonable endeavours to ensure that the Building

Contractor:

4.1.1 complies with its obligations in the Building Contract;

4.1.2 enforces the obligations of the members of the Professional Team under

their Appointments;

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4.1.3 enforces the obligations of any sub-contractors under their sub-contracts;

and

4.1.4 enter into a collateral warranty with the Tenant (in the form appended to

the Building Contract)

4.2 Unless their appointment is the responsibility of the Building Contractor

under the terms of the Building Contract, the Landlord is to be responsible

for the appointment of the members of the Professional Team.

4.3 The Appointments are to be executed as deeds in one of the forms

included at Schedule 4 of this Agreement and are to include obligations on

each member of the Professional Team:

4.3.1 not to use or specify the use of Excluded Materials in the Building Works;

and

4.3.2 enter into a collateral warranty with the Tenant (in the form appended to

the relevant appointment).

4.4 The Landlord shall use reasonable endeavours to procure that the Building

Contractor proceeds diligently with and carries out the Building Works:-

4.4.1 in a good and workmanlike manner with sound materials of their

respective kinds

4.4.2 to a Gross Internal Area equal to the Target Area plus or minus 5%

4.4.3 in accordance with:

4.4.3.1 the terms of all Approvals and any Restrictions;

4.4.3.2 the terms of this Agreement;

4.4.3.3 the terms of the Building Contract;

4.4.3.4 the Specification.

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4.4.4 in compliance with all statutes orders and regulations made under or

deriving validity from them and any requirements and codes of practice of

local authorities and competent authorities affecting the Building Works

4.4.5 exercising reasonable skill and care to ensure that no Excluded Materials

are specified for use

4.4.6 being the client for the purposes of the CDM Regulations and fully and

properly comply with its obligations as client pursuant to them.

4.5 The Landlord will keep the Tenant informed of the progress of the

Building Works and any material problems or delays affecting them and

will ensure that a copy of every variation to the Building Contract is

supplied to the Tenant as soon as reasonably practicable

4.6 The Landlord is to use reasonable endeavours to mitigate the effect of any

actual or anticipated delays in the carrying out of the Building Works.

4.7 The Landlord is to use reasonable endeavours to ensure that:

4.7.1 the Tenant is able to have access to the Demised Premises to begin the

Tenant’s Works by the Estimated Access Date; and

4.7.2 the whole of the Building Works are carried out and completed by the

Estimated Date of Practical Completion.

5. LANDLORD’S VARIATIONS OF BUILDING WORKS

5.1 The Landlord shall be entitled to make modifications and variations to the

Specification that:

5.1.1 are required to comply with the terms of the Planning Permission, any

Approvals or Restrictions without the consent of the Tenant;

5.1.2 the Landlord or the Professional Team reasonably and properly certifies

are necessary to preserve the structural integrity of the Premises without

the consent of the Tenant; or

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5.1.3 have first been approved in writing by the Tenant, such approval not to be

unreasonably withheld or delayed where the proposed changes are not

material changes and to be deemed given if the Tenant does not respond

to a request for approval within 5 working days of receiving such request.

A material change is a change to the Specification that would:

5.1.3.1 have a material adverse effect on the Tenant’s use and occupation of the

Demised Premises;

5.1.3.2 have a material adverse effect on the cost of the Tenant’s Works, the

materials to be used within them, the method by which they are carried

out, the date on which they can be begun or the time that it will take to

carry them out;

5.1.3.3 increase the Gross Internal Area of the Building by more than 5%;

5.1.3.4 change the height of the Building or the slab to slab height between floors

within the Building by more than 5%;

5.1.3.5 materially adversely alter the floor loading of any of the floors within the

Demised Premises;

5.1.3.6 materially adversely limit the position, type, layout or number of vehicular

access points to the Demised Premises; or

5.1.3.7 Provided always that the Landlord shall be entitled to make modifications

and/or variations which do not materially adversely affect the external

elevation of the Demised Premises or the design capacity or standard of

construction of the same or otherwise materially adversely affect the

proposed use of the Demised Premises by the Tenant without consent.

5.2 If any of the materials originally specified as being necessary to carry out

the Building Works shall not be obtainable within a reasonable time or at

a reasonable cost the Landlord shall be at liberty to substitute therefor

such materials of comparable quality and cost as are so obtainable and are

appropriate and which shall have been certified by the Landlord’s

Representative as being so comparable obtainable and appropriate and in

the case of materials affecting the external appearance of the Demised

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Premises, the alternative materials shall first be approved in writing by the

Tenant, such approval not to be unreasonably withheld or delayed.

5.3 The Landlord is to notify the Tenant in writing of any variations to the

Building Works made under this clause 5.

6. TENANT’S VARIATIONS OF BUILDING WORKS

6.1 The Tenant may request that the Landlord incorporates variations into the

Building Works. The Landlord may withhold consent in its absolute

discretion to requests for material variations but, otherwise, the Landlord

will not unreasonably withhold or delay consent. Material variations are

variations that:

6.1.1 cannot be incorporated in the Building Works without undue

inconvenience or would cause substantial delay in their completion or

would result, in the Landlord’s reasonable opinion, in the Estimated Date

of Practical Completion not being achieved;

6.1.2 would require a variation to an Approval or the obtaining of a new

Approval or consent of any other nature

6.1.3 would involve to an unreasonable extent the dismantling, undoing,

removal, alteration or demolition of any Building Works already in course

of construction or completed;

6.1.4 would reduce or increase the Gross Internal Area of the Building below or

above the Target Area;

6.1.5 would have a material adverse effect on the value of the Landlord’s

interest in the Demised Premises or the estate of which the Demised

Premises forms part.

6.2 The Tenant is to notify the Landlord in writing about a variation that it

seeks pursuant to clause 6.1.

6.3 After receiving a notice under clause 6.2, the Landlord shall as soon as

reasonably practicable establish whether and at what cost the Tenant’s

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Variations could be incorporated into the Landlord’s Works and how

much time it would take to do so and :

6.3.1 after considering such timing and costs estimates, the Landlord may still

withhold consent to the Tenant’s Variations under clause 6.1

6.3.2 if the Landlord consents to the Tenant’s Variations, specifications, timing

and costs estimates are to be provided to the Tenant who will then notify

the Landlord in writing whether or not it wishes to proceed with the

Tenant’s Variations;

6.3.3 if the Tenant confirms in writing that it wishes to proceed with the

Tenant’s Variations, they will be incorporated into and form part of the

Landlord’s Works; and

6.3.4 if the Tenant does not confirm in writing that it wishes to proceed with the

Tenant’s Variations within 10 working days of the date on which the

Tenant is given the details required under clause 6.3.2 time being of the

essence, the Tenant will be deemed to have elected not to proceed with the

Tenant’s Variations.

6.4 The Tenant shall pay the Landlord within 10 working days of demand the

following:

6.4.1 the proper and reasonable costs incurred in preparing and calculating time

and costs estimates under clause 6.3

6.4.2 the costs calculated under the relevant provisions in the Building Contract

and the Professional Team appointments incurred in incorporating the

Tenant’s Variations.

6.5 If the Tenant’s Variations are incorporated in the Building Works:

6.5.1 the Building Long Stop Date shall be extended by the period certified by

the Employer’s agent;

6.5.2 the Rent Commencement Date is not altered by reason of any delay to the

Access Date or the Date of Practical Completion; and

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6.5.3 the effect on the Main Rent under the lease is to be as follows:

6.5.3.1 to the extent that the Tenant’s Variation diminishes the rental value of the

Demised Premises; the Demised Premises are to be treated as having been

constructed in accordance with the Specification without the Tenant’s

Variations incorporated;

6.5.3.2 to the extent that the Tenant’s Variations increase the rental value of the

Demised Premises, they are to be disregarded; and

6.5.3.3 the Landlord shall instruct the Landlord’s Solicitors to modify the rent

review provisions in the Lease as necessary, to take account of , or as the

case may be to disregard, the Tenant’s Variations.

7. TENANT’S WORKS

7.1 As soon as reasonably practicable following the date hereof the Tenant

shall give the Landlord proposed plans and specifications of the Tenant’s

Works to obtain the Landlord’s approval (not to be unreasonably withheld

or delayed).

7.2 The Tenant shall obtain all necessary consents for the Tenant’s Works and

give the Landlord copies. If any element of the Tenant’s Works is to be

certified by an ‘approved inspector’ (defined in section 49(1) of the

Building Act 1984), the Tenant shall appoint the same approved inspector

(if any) as the Landlord appoints in respect of the Building Works.

7.3 The Tenant shall maintain public liability insurance in an appropriate form

and sum in respect of the Tenant’s Works

7.4 The Tenant shall not start the Tenant’s Works until after:

7.4.1 the Access Date; and

7.4.2 the Tenant has given where applicable, an executed Licence for

Alterations, containing the approved plans and specifications to the

Landlord’s Solicitors;

7.4.3 it has complied with its obligations in clause 7.1, 7.2 and 7.3;

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7.5 These provisions apply to the Tenant’s Works (in addition to the Licence):

7.5.1 the Tenant shall not itself, and shall procure that its agents, employees or

contractors do not, impede the Building Works, the Landlord’s or any

owner or occupier of any other demised premises use of any of the

Landlord’s adjoining property;

7.5.2 If the Tenant enters onto the Demised Premises to carry out the Tenant’s

Works before the Date of Practical Completion the Tenant, its contractors,

employees, agents or any other party at the Demised Premises with the

actual or implied authority of the Tenant will:

7.5.2.1 co-operate with the Landlord and the Building Contractor to ensure that

any remaining Building Works, including making good defects, and the

Tenant’s Works can be carried out simultaneously;

7.5.2.2 comply with the reasonable directions of the Building Contractor and/or

the Landlord;

7.5.2.3 ensure that no material interruption or delay in the completion of the

Building Works is caused by the carrying out of the Tenant’s Works; and

7.5.2.4 indemnify the Landlord in respect of any material interruption or delay in

the Building Works arising from any breach of the Tenant’s obligations in

this clause 7.5.2

1.4.1 the Tenant shall not do or allow anything that may be or become or cause

a nuisance, damage or annoyance to the Landlord or any owner or

occupier of any other demised premises on any of the Landlord’s

adjoining property;

1.4.2 the Tenant shall comply with the regulations the Employer’s Agent or the

Architect make about the Tenant’s Works or the use of the Landlord’s

adjoining property;

7.5.3 the Tenant shall provide any information the Landlord or the Employer’s

Agent reasonably require about the Tenant’s Works;

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7.5.4 if the Landlord allows the Tenant to use any part of any of the Landlord’s

adjoining property, it does so on a licence terminable at will;

7.5.5 the Tenant shall cause as little damage and disturbance as reasonably

practicable to the Landlord’s adjoining property and shall on the

Landlord’s request remove anything the Tenant stores or has put there;

and

7.5.6 the indemnity in clause 8 of the Licence extends to both a claim arising

out of and a breach of the requirements of this clause.

7.6 The Tenant shall do the Tenant’s Works so as to comply with the Tenant’s

obligations in the Lease and the Licence as if they had been granted.

7.7 The Landlord may terminate the Tenant’s licence to use the Demised

Premises for the Tenant’s Works on immediate notice if the Tenant

breaches the terms of its use under this Agreement or the terms of the

Lease or Licence.

7.8 For the avoidance of doubt the licence ends automatically if this

Agreement is terminated.

7.9 If the Employer’s Agent certifies in writing that the Tenant’s Works or the

manner in which the Tenant’s Works were carried out has caused a delay

in Practical Completion:

7.9.1 the Building Long Stop Date shall be extended by such period of time as

the Employer’s Agent shall certify in writing as being attributable to the

Tenant’s Works; and

7.9.2 neither the Rent Commencement Date or Term Commencement Date

shall be altered by reasons of any delay to Practical Completion caused by

the Tenant’s Works.

8. ACCESS DATE

8.1 If the Access Date is to be certified before the Date of Practical

Completion, the Landlord is to ensure that the Employer’s Agent inspects

the Building Works with a view to issuing the Access Certificate. The

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Landlord is to give the Tenant prior written notice of the date and time,

being a working day during the hours of daylight, when the Employer’s

Agent will do so. Where reasonably practicable not less than three

working days’ notice will be given.

8.2 The Tenant and the Tenant’s Representative will be entitled to accompany

the Employer’s Agent on the inspection of the Building Works and to

make representations on the proposal to issue the Access Certificate. The

Employer’s Agent will have due regard to any representations made by

the Tenant or the Tenant’s Representative but will not be bound by them.

8.3 If the Employer’s Agent does not reasonably believe that access to the

Demised Premises can be given to the Tenant before the Date of Practical

Completion or the Access Conditions are not satisfied, the Landlord may

repeat the procedure in this clause 8 as often as necessary before the Date

of Practical Completion.

8.4 If the Employer’s Agent believes that access to the Demised Premises can

be given to the Tenant before the Date of Practical Completion and the

Building Contractor consents to access being given, the Landlord is to

serve an Access Certificate on the Tenant and the Tenant’s Representative

as soon as reasonably practicable after the date of the inspection of the

Building Works to certify the Access Date.

9. TENANT’S OCCUPATION

9.1 The Tenant may take occupation of the Demised Premises on the Access

Date (Tenant’s Occupation). The Tenant shall indemnify the Landlord

and the Administrators against all actions proceedings claims demands

losses costs expenses damages and liability (including liability for any

injury to any person or damage to any land or other property) arising

directly or indirectly from any breach of any obligation relation to the

Tenant’s Occupation or the state and condition or any use of the Demised

Premises or any act or omission of the Tenant or its servants agents or

licensees including any loss suffered as a result of any works of alteration

or addition to the Demised Premises undertaken by the Tenant.

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9.2 These provisions apply to the Tenant’s Occupation:

9.2.1 The Tenant shall be permitted to carry out the Tenant’s Works but the

Tenant will not begin the Tenant’s Works until plans detailing the same

have been approved in accordance with the terms of this Agreement.

9.2.2 The Tenant shall not itself and shall procure that its agents, employees or

contractors do not impede the Building Works, the Landlord or any owner

or occupier of any other demised premises use of any adjoining land

owned by the Landlord;

9.2.3 The Tenant shall not do or allow anything that may be or become or cause

a nuisance, damage or annoyance to the Landlord or any owner or

occupier of any other demise on any adjoining land owned by the

Landlord;

9.2.4 The Tenant shall comply with all regulations the Landlord, and the

Administrators, or the Employer’s Agent reasonably require about the

Tenant’s Occupation or use of any adjoining land owned by the Landlord;

9.2.5 The Tenant shall provide any information the Landlord, and the

Administrators, or the Architect reasonably require about the Tenant’s

Occupation;

9.2.6 If the Landlord allows the Tenant to use any part of any adjoining land

owned by the Landlord it does so on a licence terminable at will;

9.2.7 The Tenant shall cause as little damage and disturbance as reasonably

practicable to any adjoining land owned by the Landlord;

9.3 During the Tenant’s Occupation the Tenant shall comply with the

Tenant’s obligations in the Lease as if it had been granted.

9.4 The Landlord may terminate the Tenant’s Tenants Occupation licence on

immediate notice if the Tenant breaches the terms of its use under this

Agreement or the terms of the Lease.

9.5 For the avoidance of doubt this Tenant’s Occupation licence ends

automatically if this Agreement is terminated.

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9.6 Following the Access Date the Landlord and the Administrators and their

employees working on site shall have all access to the Demised Premises

as is required in order to complete the Building Works.

9.7 If the Employer’s Agent certifies in writing that the Tenant’s Occupation

has caused a delay in Practical Completion:

9.7.1 the Building Long Stop Date shall be extended by such period of time as

the Employer’s Agent shall certify in writing as being attributable to the

Tenant’s Occupation;

9.7.2 neither the Rent Commencement Date or the Term Commencement Date

shall be altered by reason of any delay to Practical Completion caused by

the Tenant’s Occupation.

10. TENANT’S INSPECTION RIGHTS

10.1 During the carrying out of the Building Works, The Tenant may enter the

Demised Premises to inspect the progress of the Building Works and the

workmanship and the materials used:

10.1.1 at reasonable times during normal working hours;

10.1.2 by appointment with the Building Contractor;

10.1.3 accompanied by the Employer’s Agent;

10.2 The Tenant shall ensure that:

10.2.1 inspections do not delay or disrupt the Building Works;

10.2.2 anyone inspecting the Building Works on its behalf complies with the

Landlord’s and the Building Contractor’s requirements

10.3 The Tenant cannot require the Building Works to be opened up or tested

11. CERTIFICATE OF PRACTICAL COMPLETION

11.1 The Landlord shall give the Tenant at least 5 Working Days’ notice before

the Architect intends to inspect the Building Works, being a working day

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during the hours of daylight, with a view to issuing the Certificate of

Practical Completion and the Tenant may:

11.1.1 attend the inspection;

11.1.2 make representation to the Landlord about:

11.1.2.1 the state of the Building Works; and

11.1.2.2 the proposal to issue the Certificate of Practical Completion

11.2 The Landlord shall use reasonable endeavours to ensure that the Architect

pays due regard to any representations made under clause 11.1.2 but this

does not fetter the Employer’s Agent in issuing the Certificate of Practical

Completion

11.3 If the Certificate of Practical Completion is not issued after the first

inspection the procedure under clause 11.1 will be repeated as often as

necessary until the Certificate of Practical Completion is issued except

that only one days’ notice is required

11.4 The Employer’s Agent shall not be prevented from issuing the Certificate

of Practical Completion by reason of:

11.4.1 any outstanding works or minor defects that it would be usual to include

in a snagging list;

11.4.2 the planting or seeding of landscaped areas that are part of the Building

Works not being completed;

11.4.3 commissioning of the plant or machinery comprised in the Building

Works which are to connect to or combine with plant or machinery

comprised in any fitting out works which are to be carried out by the

Tenant.

11.5 The Employer’s Agent’s decision to issue the Certificate of Practical

Completion is final and conclusive

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11.6 The Landlord shall serve on the Tenant a copy of the Certificate of

Practical Completion within 7 days of the issue thereof

11.7 The Landlord is to procure that all appropriate plant and machinery

installed as part of the Building Works is tested and commissioned and

provide commissioning reports, test certificates and all operating manuals

for such plant and machinery to the Tenant. The Landlord is to:

11.7.1 give the Tenant not less than five working days’ written notice of the date

on which the commissioning and testing will take place; and

11.7.2 permit the Tenant to attend and to make representations on the proposal to

issue the commissioning reports and test certificates.

11.8 The Landlord is, as soon as reasonably practicable after Practical

Completion.

11.8.1 prepare and provide the Tenant with copies of:

11.8.1.1 the commissioning reports, test certificates and operating manuals for all

plant and machinery installed as part of the Building Works;

11.8.1.2 a copy of any Health and Safety File prepared under regulation 12(5) of

the CDM Regulations;

11.8.1.3 a three complete sets of the as-built plans, drawings and specifications of

the Building Works;

11.8.1.4 any guarantees, indemnities or warranties relating to the Building Works.

11.8.1.5 leave the Demised Premises in a good and clean condition, cleared of all

unused building materials, plant and equipment used in the carrying out of

the Building Works and temporary structures.

12. WARRANTIES

12.1 The Landlord shall procure at its own expense and deliver to the Tenant

prior to completion of the Lease or as soon as reasonably practicable

thereafter duly signed collateral warranties by the Building Contractor (in

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the form appended to the Building Contract) and the Professional Team

(in the form appended to the respective Appointment).

13. DEFECTS

13.1 Until the issue of the Certificate of Making Good Defects under the

Building Contract but not further or otherwise the Landlord will enforce

the provisions in the Building Contract in respect of the Building Works

for which the Certificate of Practical Completion shall have been issued

relating to the making good of defects and the carrying out of outstanding

works and for which the Building Contractor is liable under the Building

Contract:-

13.1.1 of which the Tenant has given written notice to the Landlord prior to the

expiration of the Defects Liability Period under the Building Contract (of

which time shall be of the essence) in relation to such of the Building

Works and/or

13.1.2 which have been identified at the inspection for the purpose of issuing the

Certificate of Practical Completion and/or

13.1.3 which are identified during the Defects Liability Period for the issuing of

the Certificate of Making Good Defects in relation to such Building

Works

13.2 Notwithstanding the fact that the Practical Completion Date has occurred

the Tenant will afford to the Landlord and to the Building Contractor with

or without workmen, plant and materials access to the Demised Premises

to make good any defects and any outstanding works and otherwise to

comply with the obligations of the Landlord under this Agreement

13.3 The Landlord will use its reasonable endeavours to procure the access

under this provision will cause as little inconvenience, disturbance and

damage, to the Tenant as is reasonably practicable and as little damage to

the Demised Premises as is commensurate with the works which need to

be carried out and that any damage caused to the Demised Premises or the

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25

Tenant’s fixtures by such access shall be made good as soon as reasonably

practicable

13.4 The Landlord will under no circumstances be liable to the Tenant or any

other persons for consequential loss which the Tenant or any other person

may incur as a result of any defects appearing in any Building Works at

any time after the issue of the Certificate of Practical Completion

13.5 For the avoidance of doubt:

13.5.1 the Landlord shall instruct the Employer’s Agent to give 10 Working

Days’ notice to the Tenant of his intention to inspect the Building Works

for the purpose of issuing a Certificate of Making Good Defects to enable

the Tenant or its representative to accompany the Architect on such

inspection and where necessary to give at least two Working Days’ notice

of any subsequent re-inspection

13.5.2 the Employer’s Agent shall take proper account of any representations

made by the Tenant or its representative as to whether or not to issue the

Certificate of Making Good Defects but the Employer’s Agent shall not

be bound by such representations

13.5.3 for the avoidance of doubt the Landlord shall only be obliged to make

good in accordance with the Defects Liability Provisions in the Building

Contract any defects or other faults in the Building Works which are due

to materials or workmanship not in accordance with the Building Contract

or to frost occurring before the Practical Completion Date or other failure

of the Building Contractor to comply with its obligations under the

Building Contract and then only in respect of the same which shall appear

within the Defects Liability Period (as to which time shall be of the

essence) and shall have been promptly notified in writing by the Tenant to

the Landlord

14. LANDLORD’S RELEASE

Following later of the issue of the Certificate of Making Good Defects and

the date on which all of the warranties to be granted to the Tenant under

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clause 12, the Landlord will have no further liability whatsoever to the

Tenant in connection with the construction of the Building Works save in

respect of disputes or breaches of this Agreement, if any, notified in

writing to the Landlord on or before the date of issue of the Certificate of

Making Good Defects.

15. INSURANCE

15.1 During the carrying out the Building Works, the Landlord is to ensure that

they are insured by the Building Contractor in accordance with the terms

of the Building Contract.

15.2 From and including the Date of Practical Completion or if earlier the

Access Date the Landlord is to keep the Demised Premises insured in

accordance with the provisions of clause 4.2 in the Lease as if the Lease

had been granted on that date and the Tenant will pay the cost of the

premium on written demand from the Landlord.

15.3 The Landlord will, on reasonable request, provide to the Tenant written

evidence of the policies of insurance maintained under this clause 15 and

the payment of any premiums in respect of those insurance policies.

16. MEASUREMENT OF THE GROSS INTERNAL AREA

16.1 The Landlord and the Tenant are to co-operate to ensure that the Premises

are measured for the purposes of agreeing the Gross Internal Area as soon

as the Gross Internal Area can be accurately determined, whether before,

on or after the Date of Practical Completion.

16.2 The Landlord is to give the Tenant prior written notice of the date and

time, being a working day during the hours of daylight, when the

Landlord’s Representative will measure the Premises for the purposes of

determining the Internal Area. Where reasonably practicable not less than

three working days’ notice will be given. The Tenant is to ensure that the

Tenant’s Representative attends and uses all reasonable endeavours to

agree the Gross Internal Area.

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16.3 If the Landlord’s Representative and the Tenant’s Representative are

unable to agree the Gross Internal Area within five working days of the

measurement of the Demised Premises, either the Landlord or the Tenant

may apply for the matter to be determined in accordance with Schedule 3.

16.4 If the difference between Gross Internal Area as agreed or determined

under clause 16.2 and Target Area is less than 5% of the Target Area, the

Tenant may end this Agreement by serving written notice on the

Landlord.

16.5 The Main Rent shall be calculated by multiplying the Gross Internal Area

in square feet by the figure of £6.25 per square foot. Provided that the

Gross Internal Area shall not for the purposes of this calculation exceed

287,500 square feet.

16.6 In the event that the Gross Internal Area exceeds 373,000 square feet the

rent review clause in the Lease will contain an assumption that the Gross

Internal Area of the Demised Premises is 373,000 square feet.

16.7 The Green Land Rent shall be calculated by multiplying its area in square

feet by the figure of £6.25 per square foot.

17. TITLE

17.1 The Landlord has sent a copy of the Registered Title and the Option Land

to the Tenant and deduced title to part of the Demised Premises to the

Tenant and the Tenant is not entitled to raise any requisition or objection

to the title except in respect of:

17.1.1 any matters registered against the [Registered Title] that relate to matters

that the Landlord has not previously disclosed to the Tenant; and

17.1.2 any financial charges registered against the Registered Title. Save to the

extent that a consent to the Lease is provided by any party with the benefit

of such financial charge

17.2 [PH drafting note – this land is now registered under title number

MS659655]

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17.3 The Landlord lets the Demised Premises with no title guarantee.

18. CONDITIONS OF AGREEMENT

18.1 The Standard Conditions shall apply to this Agreement save that they

shall be incorporated in so far only as is consistent with the provisions of

this Agreement and the grant of a lease rather than the sale of the Demised

Premises (“the Landlord hereunder being substituted for “the Seller” and

the Tenant hereunder being substituted for “the Buyer”) and the

transaction requiring to be completed being treated as a lease other than a

sale and save also where any of the Standard Conditions so adapted shall

be inconsistent with any of the expressed provisions of this Agreement in

which case the latter shall prevail

18.2 The Demised Premises are let with vacant possession on completion

subject to the Incumbrances

18.3 The Tenant takes the Lease with knowledge and notice of the matters

referred to in this clause 18 and in Standard Condition 3.1.2 and may not

raise any requisitions on them

18.4 Standard Conditions 2.2, 4, 5, 6.3.1, 6.4.2 and 11 do not apply to this

Agreement

18.5 In Commercial Condition 1.3, all references to service by e-mail are

deleted

18.6 Part 2 of the Standard Conditions do not form part of this Agreement.

19. FORM OF THE LEASE

19.1 The Landlord’s Solicitors shall prepare the Lease and its counterpart and

the Supplemental Documents and deliver an engrossment of the

counterpart Lease and the Supplemental Documents to the Tenant’s

Solicitors at least 10 working days before the Completion Date.

19.2 The following details are to be inserted in the Lease and its counterpart

when they are engrossed or, if this is not possible, inserted in manuscript

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and initialled by or on behalf of the parties on the Date of Actual

Completion:

19.2.1 the Main Rent;

19.2.2 the Green Land Rent;

19.2.3 the Term Commencement Date;

19.2.4 the Rent Commencement Date;

19.2.5 the Review Dates;

19.2.6 the Break Dates; and

19.2.7 the title number allocated to the Option Land

20. COMPLETION

20.1 Immediately before and dated at Actual Completion the Tenant shall

supply to the Landlord:

20.1.1 an Opinion Letter from a firm of solicitors practicing in the Republic of

Ireland and the Landlord shall not be obliged to complete unless the

signed Opinion Letter is provided; and

20.1.2 The Restriction Letters.

20.2 The completion of the grant of the Lease shall take place on the

Completion Date at the offices of the Landlord's solicitors or elsewhere as

they may reasonably direct provided that the Tenant shall not be obliged

to complete unless the Landlord has made payment of the Landlord’s

Contribution to the Tenant’s solicitor.

20.3 The Landlord’s Contribution is made by way of a contribution to the

Further Building Works to be undertaken by the Tenant pursuant to the

Tenant obligations at clause 7.

20.4 The Landlord and the Tenant agree that, in reliance on HMRC Business

Brief 12/05, they consider that the Landlord’s Contribution is not

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30

consideration for a supply by Tenant to Landlord, such that no VAT will

be payable on it provided that if HM Revenue & Customs determine that

the Landlord’s Contribution is or any part of it shall be subject to VAT

then the Tenant shall provide a valid VAT invoice addressed to the

Landlord and the Landlord shall pay to the Tenant as soon as reasonably

practicable upon receipt of the said VAT invoice the amount of VAT due

on the Landlord’s Contribution or any part of it.

20.5 It is acknowledged and accepted by the Tenant and the Guarantor that the

Landlord’s Contribution shall be applied to the Further Building Works

only, and strictly for no other purpose, and the Tenant shall provide

reasonable evidence of its expenditure on such items upon written request

by the Landlord or the Administrator. To the extent the Further Building

Works are completed without utilising the full extent of the Landlord’s

Contribution the balance of the Landlord’s Contribution shall be returned

to the Administrator (if their appointment is subsisting at the relevant

time) or after the expiry of such appointment, to the Landlord, within 15

working days of the completion of the Further Building Works.

20.6 From the Completion Date the Tenant is liable to observe and perform the

same obligations as are imposed by the covenants on its part and the

conditions contained in the Lease on its part insofar as they are not

inconsistent with this Agreement

20.7 The Landlord shall grant to the Tenant and the Tenant shall accept the

Lease on or before the Completion Date and each party shall execute and

deliver the original and the Counterpart one to the other

20.8 In consideration of the Landlord having entered into this Agreement at the

request of the Guarantor, the Guarantor shall execute and deliver the

Lease on the Completion Date

20.9 Notwithstanding the completion of the grant of the Lease this Agreement

shall remain in full force and effect in respect of anything remaining to be

done performed or observed hereunder

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20.10 The benefit of this Agreement shall be personal to the Tenant and not

capable of assignment

21. NON-ASSIGNABILITY AND NO DEMISE

21.1 The Tenant shall not assign or underlet charge share part with or

otherwise in any way whatever (either directly or indirectly) deal with this

interest under this Agreement or any part thereof and the Landlord shall

not be obliged to grant the Lease to any person other than the Tenant

21.2 This Agreement shall not operate or be deemed to operate as a demise of

the Demised Premises nor shall the Tenant have or be entitled to any

estate right or interest in the Demised Premises pending the grant of the

Lease other than such interest as is created by this Agreement

22. GUARANTOR’S OBLIGATIONS

22.1 In consideration of the Landlord agreeing to let the Demised Premises to

the Tenant, the Guarantor is to comply with its obligations in Schedule 2.

23. TERMINATION

23.1 If the Tenant commits a substantial breach of the terms of this Agreement

for Lease or fails to pay any sums due to the Landlord under this

Agreement within 20 working days of the due date for payment:

23.1.1 the Landlord may serve written notice on the Tenant specifying the nature

of the breach;

23.1.2 if the breach is capable of remedy, the Landlord must specify in the notice

the action required by the Tenant to remedy that breach and the reasonable

period of time, being not less than 20 working days, in which the breach is

to be remedied;

23.1.3 if the breach is incapable of being remedied, this Agreement will end on

the date of the Landlord’s notice under this clause 23;

23.1.4 if the breach is capable of being remedied and the Tenant has not

remedied the breach within the period specified in the Landlord’s notice

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under this clause 23 or within such longer period as the Landlord and the

Tenant may agree, the Landlord may serve a second notice on the Tenant

terminating this Agreement and on the service of this second notice, this

Agreement will end;

23.2 If the Practical Completion has not been achieved by the Building Long

Stop Date then either party may invoke termination provisions.

23.3 Where this agreement states that either party can invoke the termination

provisions then this shall mean:

23.3.1 The party seeking to terminate this agreement may serve notice on the

other stating that it wishes to terminate this agreement ten working days

from the service of that notice.

23.3.2 At the end of that notice period unless Practical Completion has been

achieved before the end of that notice period then this Agreement shall

determine Provided that such determination shall be without prejudice to

any antecedent claim for any breach of the provisions of this Agreement

Provided further that no such notice can be served once Practical

Completion has been achieved.

23.3.3 The party seeking to terminate this Agreement may only do so if it has

observed and performed its obligations herein in all material respects.

23.4 If this Agreement is terminated before the grant of the Lease under this

clause:

23.4.1 it will not prejudice the rights of the parties in respect of any breach of

this Agreement outstanding at the date this Agreement ends;

23.4.2 the Tenant forfeits its interest in the Demised Premises; and

23.4.3 if in occupation, the Tenant shall:

23.4.3.1 if so required by the Landlord, reinstate any Tenant’s Works to the state

and condition in which the Tenant received them and in default the

Landlord may reinstate itself and the Tenant shall reimburse the

Landlord’s reasonable expenditure of so doing on demand; and

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23.4.3.2 immediately deliver up the vacant possession of the Demised Premises.

23.4.4 If the Tenant terminates this agreement the Tenant will immediately

procure to cancel all entries relating to this agreement registered against

the Landlords title to the Demised Premises.

23.5 The Landlord may terminate this Agreement if an event occurs that would

entitle the Landlord to re-enter the Demised Premises had the Lease been

granted.

23.6 Except in relation to this clause 23, neither the Landlord or the Tenant will

be under any future liability to the other under this Agreement and the

Tenant’s Guarantor will be released from any future liability under

Schedule 2.

24. LANDLORD’S INDEMNITY

24.1 The Landlord covenants with the Tenant that it will comply with the

provisions of the 2017 Transfer so far as they are enforceable and affect

the reversionary interest in the Demised Premises and will indemnify the

Tenant against all actions, claims, demands and proceedings taken or

made against the Tenant and all costs, damages, expenses, liabilities and

losses incurred by the Tenant arising from the 2017 Transfer. Save to the

extent that any such action, claims, demands and proceedings result from

an act of the Tenant or any undertenant or occupier of the Demised

Premises.

24.2 Any indemnity claims by the Tenant under this clause shall be against the

Landlord only (and not against the Administrators). Such claims shall

rank as unsecured claims (not as Administration Expenses). The Tenant

acknowledges this clause 24.2 and waives any right to payment under this

clause as an Administration Expense.

25. PERSONAL OBLIGATIONS

25.1 Only the obligations to grant the Lease are landlord’s covenants which

will bind successors in title. All other landlord’s covenants are personal

to the landlord named herein.

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25.2 A successor in title of the Landlord named in this Agreement may, by

notice in writing to the Tenant and the Guarantor, assume responsibility

for the performance of the Landlord’s obligations in this Agreement. If

notice is given under this clause 25.2, but not otherwise:

25.2.1 the Landlord’s successor in title is to perform the outstanding obligations

of the Landlord named in this Agreement at the date of giving such notice

and the notice will constitute a direct covenant with the Tenant and the

Guarantor that it will do so; and

25.2.2 the Tenant and the Guarantor are to accept the performance of the

outstanding obligations by the successor in title in place of performance

by the Landlord named in this Agreement and the Tenant and the

Guarantor will enter into the Lease and the Licence with such successor in

title and adhere to the obligations contained therein.

26. VAT

The Tenant shall pay any Value Added Tax imposed upon or added to the

licence fee payable hereunder and upon any other fee charge cost or

expense in respect of goods and services supplied by for or on behalf of

the Landlord where the Tenant is liable for the payment of such goods and

services pursuant to the provisions of this Agreement on receipt of a

Value Added Tax invoice in respect of any such Value Added Tax

properly addressed to the Tenant

27. ADMINISTRATORS' POSITION

27.1 The parties to this Agreement acknowledge that they have not entered into

this agreement in reliance upon any representations made by or on behalf

of the Landlord or the Administrators and that the Tenant and the

Guarantor have satisfied themselves as to the accuracy of any description

given or implied and has acknowledged that the exclusions and limitations

of liability contained in this agreement are fair and reasonable in the

circumstances of the administration of the Landlord. Neither the Landlord

nor the Administrators give any warranties as to the title of any assets

fitness for any purpose.

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27.2 The parties to this Agreement acknowledge that the Administrators shall

incur no personal liability under, or by virtue of entering into this

Agreement notwithstanding that the Administrators have entered into this

Agreement and have acted in accordance with its terms as agent of the

Landlord save as provided for under clause 27.3 below, nor in relation to

any related matter or claim howsoever, whenever, and wherever arising.

Any acknowledgment covenant obligation or indemnity given to the

Landlord by the Tenant will be deemed to be given as a separate

acknowledgement covenant obligation or indemnity to each of the

Administrators.

27.3 The Administrators are the agents of the Landlord and shall incur no

personal liability under this Agreement from acting in that capacity of

agents nor shall the Administrators or their firm, members, partners or

employees incur any personal liability of any kind under, or by virtue of,

this Agreement, other than in respect of liabilities that would not have

arisen or would not constitute liabilities which the Landlord or the

Administrators were obliged to meet but for any gross negligence, wilful

default or fraud by the Administrators or their employees (excluding any

advisers, agents or employees of the Landlord). The Tenant by entering

into this Agreement acknowledges and agrees that the Administrators act

in the capacities described above, and that their actions in connection with

this Agreement reflect such rights, title and interest that the Landlord and

the Administrators may have with respect to this Agreement and all

representations, warranties, conditions and terms, express or implied are

expressly excluded.

27.4 The Administrators have entered into this Agreement in their personal

capacities solely for the purpose of obtaining the benefit of the provisions

in their favour.

27.5 Any acknowledgment covenant obligation or indemnity given to the

Landlord will be deemed to be given as a separate acknowledgement

covenant obligation or indemnity to each of the Administrators.

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27.6 The exclusions of liability contained in this clause are in addition to and

not in substitution for any right of indemnity or relief or remedy otherwise

available and will continue after the termination of this Agreement

notwithstanding anything to the contrary herein.

28. NOTICES

28.1 Unless otherwise specifically provided any notices or other written

communications required to be served or sent under the terms of this

Agreement shall be deemed validly served (and shall be deemed received

on the second working day following posting unless service is by hand

within usual business hours in which case receipt shall be deemed to have

occurred on the day of service) if the same are sent by registered post or

by recorded delivery or delivered by hand to the address of the solicitors

for the relevant person stated in this Agreement.

28.2 The Tenant undertakes to the Landlord and the Administrators to keep the

Administrators reasonably informed in relation to all issues connected to

this Agreement for the duration of the Administrator’s appointment.

28.3 For the purposes of this Agreement where any notice or notification is

required to be provided or served upon the Tenant or the Guarantor by the

Landlord or the Administrator, in the event such notice was provided or

served pursuant to the Previous Agreements such notice shall also have be

deemed to have been validly served pursuant to the terms of this

Agreement and the Tenant and the Guarantor shall raise no objection to

the validity of such notice(s).

29. REPRESENTATIONS

29.1 The Tenant acknowledges this Agreement has not been entered into in

reliance wholly or partly on any statement or representation made by or on

behalf of the Landlord or the Administrators save in so far as such

statement or representation is expressly set out in this Agreement or set

out in written replies to written enquiries or other written correspondence

between the Landlord’s solicitors and the Tenant’s solicitors

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29.2 This Agreement constitutes the entire contract between the parties

30. NON-MERGER

The provisions of this Agreement shall remain in full force and effect after

the grant of the Lease so far as they then remain to be observed and

performed

31. 1954 ACT PROCEDURE

The Tenant confirms that:

(a) the Landlord served a notice on the Tenant, as required by section

38A(4)(a) of the 1954 Act, before this agreement was entered into;

and

(b) [ ] who was duly authorised by the

Tenant to do so made a statutory declaration dated [ ]

in accordance with the requirements of section 38A(4)(b) of the

1954 Act

32. CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

For the purposes of the contract (Rights of Third Parties) Act 1999 the

parties hereto agree that they do not intend any terms of this Agreement to

be enforceable by any Third Party who but for that Act would not have

been entitled to enforce such terms

33. ENFORCEMENT

33.1 This Agreement is to be governed by and interpreted in accordance with

English law.

34. CERTIFIED COPIES OF BUILDING CONTRACT AND

APPOINTMENTS

Within 14 days of the Building Contract or any of the Appointments being

entered into, the Landlord shall provide the Tenant with a certified copy

of the Building Contract and/or the respective Appointment.

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35. PROFESSIONAL INDEMNITY INSURANCE OF CONTRACTOR

35.1 The Landlord shall ensure that the Building Contract shall require the

Building Contractor to maintain professional indemnity insurance of no

less than £10,000,000 for each and every claim for no less than 12 years

after the date of Practical Completion.

The courts of England are to have jurisdiction in relation to any disputes between the

parties arising out of or related to this Agreement.

AS WITNESS the hands of the parties or their duly authorised representatives the

day and year first before written

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SCHEDULE 1

Conditions

Part 1 General

[PH Drafting note – is this schedule relevant now that we assume planning permission has been obtained and the Option Land has been acquired by the landlord on 19 April 2018 – should it therefore be deleted]?

1. DEFINED TERMS

1.1 In this Schedule the following words and expressions have the following meanings:

“Conditions” the conditions set out in paragraph 1.2 of Part 1 of

this Schedule 1

“End Date” [previously 17 October]

2018 (“Original End Date”) unless on that date

(a) Satisfactory Planning Permission has been

granted but a Third Party Application has

been commenced in which case the Original

End Date shall be extended to the date

which is ten (10) Working Days after the

date upon which such Third Party

Application has been fully disposed of and

(if applicable) any further decision required

to be made by any relevant authority

pursuant to Third Party Application has

been made;

(b) a Planning Appeal has been lodged by or on

behalf of the Landlord in accordance with

the terms of this Agreement or is otherwise

in progress but the written determination or

decision shall not have been issued in

which case the Original End Date shall be

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extended to the date which is ten (10)

Working Days after the later of:

(i) the date upon which the Planning

Appeal has been finally disposed of

and (if applicable) any further

decision required to be made by any

relevant authority pursuant to such

Planning Appeal has been made; and

(ii) the date which is ten (10) Working

Days after the date when any Third

Party Application has been finally

disposed of and (if applicable) any

further decision required to be made

by any relevant authority pursuant to

such Third Party Application has been

made

(c) a dispute has arisen under this contract as to

whether or not Satisfactory Planning

Permission or an acceptable Planning

Agreement has been granted in which case

the Original End Date shall be extended to

the date which is ten (10) Working Days

after the date upon which the dispute has

been determined

(d) If a Planning Permission which but for the

expiry of the Challenge Period would be a

Satisfactory Planning Permission has been

granted but the Challenge Period has not

expired the Original End Date shall be

extended to the date which is 10 Working

Days after the Challenge Period has expired

without any person who is aggrieved

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making or issuing any Third Party

Application or if a Third Party Application

is made or issued then the Original End

Date shall be extended to the date which is

ten (10) Working Days after the date when

any Third Party Application has been

finally disposed of an (if applicable) any

further decision required to be made by any

relevant authority pursuant to such Third

Party Application has been made.

Provided always that the End Date shall be no

later than [previously 17 April 2019]

in any event.

“Landlord’s Onerous

Condition”

has the meaning given to it in paragraph 1 of Part

3 of this Schedule 1

“Local Planning Authority” St Helens Borough Council

“Onerous Condition” a Landlord’s Onerous Condition or a Tenant’s

Onerous Condition

“Planning Act” Town and Country Planning Act 1990

“Planning Agreement” an agreement or undertaking in respect of and

affecting the Demised Premises (whether or not

also affecting other property) pursuant to:

(a) section 106 of the Planning Act;

(b) section 111 Local Government

Act 1972;

(c) sections 38 or 278 Highways Act 1980;

(d) section 33 Local Government

(Miscellaneous Provisions) Act 1982;

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(e) section 104 Water Industry Act 1991 or

any other provision of similar intent,

within the meaning of the Water Act

1989, with an appropriate authority for

the supply of water or the drainage of

surface or foul water from the

Premises; or

(f) any agreement with an appropriate

authority or utility company relating to

the passage or transmission or gas,

water, electricity, foul or surface water

drainage or any of them

“Planning Appeal” any appeal against a refusal to grant Planning

Permission made or permitted under

paragraph 6.1 of Part 2 of this Schedule 1

“Satisfactory Planning

Permission”

a Planning Permission which satisfies the

conditions set out in paragraph 1.2 of Part 2 of

this Schedule 1

“Special Conditions” the grant of the following consents, licences,

permissions, approvals and authorisations and

entering into or completion of the following

agreements necessary to enable the Building

Works to be begun, carried out, maintained and

completed:

(a) the completion of the transfer of the

Option Land from (1) Catherine Susan

Wood, David Harry Wood, Jane Beatrice

Yan-Man-Shing and Stephen John Wood

to (2) the Landlord; and

(b) the Landlord’s application to the Land

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Registry to register the above transfer

referred to at (a).

“Tenant’s Onerous Condition” has the meaning given to it in paragraph 2 of Part

3 of this Schedule 1

“Third Party Application” an application from a party other than the Tenant

or anyone acting on the Tenant’s behalf for

judicial review of the decision to grant a Planning

Permission including an application to a higher

court appealing against a judgment in respect of

such an application given in a lower court.

1.2 This Agreement is entered into subject to and conditional upon all of the

following conditions being satisfied or deemed to have been in accordance

with this Schedule 1:

1.2.1 the grant of Satisfactory Planning Permission;

1.2.2 the completion of any Planning Agreements required in order to

obtain Planning Permission or otherwise to commence the

Building Works; and

1.2.3 all of the Special Conditions being satisfied.

1.3 The Unconditional Date will be the date when all of the Conditions have

been satisfied or are deemed to have been satisfied in accordance with this

Schedule 1.

1.4 The parties to this Agreement are not to do or omit to do anything which

would reduce the prospects of the Conditions being fulfilled and are to use

reasonable endeavours to procure satisfaction of the conditions as soon as is

reasonably practicable following the date hereof.

1.5 If any of the Conditions have not been satisfied by the End Date, either the

Landlord or the Tenant may end this Agreement after the End Date but

before the Conditions have been satisfied or are deemed to have been

satisfied under the terms of this Schedule 1.

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Part 2 Planning obligations

1. CONDITIONS FOR CARRYING OUT THE BUILDING WORKS

1.1 This Agreement is conditional on the grant of Satisfactory Planning

Permission.

1.2 If Planning Permission is granted, it will be treated as a Satisfactory Planning

Permission only when:

1.2.1 it has been approved by the Landlord and the Tenant in accordance

with paragraph 5 of this Part 2 of Schedule 1 or it is determined

that the Planning Permission does not contain Onerous Conditions

following any application made under paragraphs 5.3 or 5.4 of this

Part 2 of Schedule 1 and

1.2.2 the period of six weeks starting on the date printed or stamped on

the Planning Permission (“Challenge Period”) has expired without

a Third Party Application

1.2.3 if there is a Third Party Application commenced within the

Challenge Period, those proceedings are finally disposed of

leaving the Planning Permission in place.

1.3 If the Planning Permission does not contain Onerous Conditions, the

Landlord may waive the benefit of paragraphs 1.2.2 and 1.2.3 of this Part 2

of Schedule 1 by serving notice in writing on the Tenant and on the service

of a notice under this paragraph 1.3, the Planning Permission will be treated

as a Satisfactory Planning Permission.

2. OBTAINING PLANNING PERMISSION

2.1 The Landlord is to use reasonable endeavours to apply for and obtain

Planning Permission at its own cost and expense as soon as reasonably

practicable after the date of this Agreement.

2.2 The application for Planning Permission will be submitted in the sole name

of the Landlord who may:

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2.2.1 amend any planning application made to the Local Planning

Authority or withdraw and submit a fresh planning application in

each case where it is reasonable to do so to obtain Planning

Permission;

2.2.2 agree with the Local Planning Authority any extension to the

statutory period for determining the planning application under

section 78(2) of the Planning Act but no extension exceeding two

months is to be agreed with the Local Planning Authority without

the prior written consent of the Tenant, such consent not to be

unreasonably withheld or delayed; and

2.2.3 enter into negotiations or discussions with the Local Planning

Authority to facilitate the grant of Planning Permission.

2.3 The Landlord is provide a copy of the planning application to the Tenant and

is to keep the Tenant informed at reasonable intervals, but not more

frequently than once each calendar month, of action taken under

paragraph 2.2 of this Part 2 of Schedule 1.

2.4 The Tenant is to co-operate with the Landlord and is to use all reasonable

endeavours to assist the Landlord to obtain Planning Permission but in doing

so, the Tenant is not to act independently of the Landlord.

2.5 The Tenant agrees that neither it nor any subsidiary, group, holding or

associated company of the Tenant will object or cause or permit any

objection to be made to the planning application made by or on behalf of the

Landlord under this Schedule 1 or take any other action it knows or

reasonably ought to know is or may become detrimental to the grant of a

Satisfactory Planning Permission.

3. PLANNING AGREEMENTS

3.1 The provisions of this paragraph 3 apply if the Landlord is required to enter

into a Planning Agreement as a precondition, condition or requirement of the

grant of Planning Permission or the commencement carrying out of the

Building Works.

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3.2 The Tenant is, if requested to do so by the Landlord, to consent (such consent

not to be unreasonably withheld or delayed) to the terms of the Planning

Agreement and if necessary join in the Planning Agreement as a party to it

subject to the following conditions being satisfied:

3.2.1 the Landlord is to pay the proper and reasonable legal fees

incurred by the Tenant in approving the terms of and entering into

the Planning Agreement; and

3.2.2 the Planning Agreement does not contain terms which impose

liability on the Tenant for the payment of any costs of carrying out

the Building Works unless the Landlord agrees to indemnify the

Tenant in relation to the same.

3.3 To the extent that any Planning Agreement contains negative restrictions, the

grant of the Lease will take effect subject to those restrictions and the

Planning Agreement will form one of the Title Matters subject to which the

Lease is granted.

3.4 The Landlord will not be obliged to enter into a Planning Agreement which

contains Landlord’s Onerous Conditions and the Tenant will not be obliged

to enter into a Planning Agreement which contains Tenant’s Onerous

Conditions.

4. PLANNING DECISIONS

4.1 The Landlord is to notify the Tenant of each decision taken by the Local

Planning Authority or person hearing a Planning Appeal to grant or to refuse

the grant of Planning Permission as soon as is reasonably practicable after

receiving notice of the decision.

4.2 If Planning Permission is granted, whether by the Local Planning Authority

or following a Planning Appeal, the Landlord is to provide the Tenant with a

copy of the Planning Permission and any Planning Agreement which is

required as a condition of the grant of that Planning Permission as soon as

reasonably practicable after receiving them from the Local Planning

Authority or the person hearing the Planning Appeal.

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5. ONEROUS CONDITIONS

5.1 Within ten working days of receipt of the copy Planning Permission and any

Planning Agreement the Landlord is to notify the Tenant in writing whether

it considers that they contain Landlord’s Onerous Conditions which are

unacceptable to the Landlord and:

5.1.1 if the Landlord does not do so, the Tenant may serve written notice

on the Landlord requiring the Landlord to comply with this

paragraph 5.1; and

5.1.2 if the Landlord does not respond within two weeks of a notice

served under paragraph 5.1.1, the Planning Permission and any

Planning Agreement, as the case may be, are to be treated as not

containing Landlord’s Onerous Conditions.

5.2 Within ten working days of receipt of the copy Planning Permission and any

Planning Agreement from the Landlord under paragraph 5.1, the Tenant is to

notify the Landlord in writing whether it considers that they contain Tenant’s

Onerous Conditions which are unacceptable to the Tenant and

5.2.1 if the Tenant does not do so, the Landlord may serve written notice

on the Tenant requiring the Tenant to comply with this

paragraph 5.2; and

5.2.2 if the Tenant does not respond within two weeks of a notice served

under paragraph 5.2.1, the Planning Permission and any Planning

Agreement, as the case may be, are to be treated as not containing

Tenant’s Onerous Conditions.

5.3 If the Landlord serves notice under paragraph 5.1 that the Planning

Permission or any Planning Agreement contains one or more Landlord’s

Onerous Conditions the Tenant may serve notice on the Landlord within two

weeks of the date of Landlord’s notice, time being of the essence, requiring

the question of whether the Planning Permission or the Planning Agreement,

as the case may be, contains Landlord’s Onerous Conditions to be

determined in accordance with Schedule 2.

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5.4 If the Tenant serves notice under paragraph 5.2 that the Planning Permission

or any Planning Agreement contains one or more Tenant’s Onerous

Conditions the Landlord may serve notice on the Tenant within two weeks of

the date of Tenant’s notice, time being of the essence, requiring the question

of whether the Planning Permission contains Tenant’s Onerous Conditions to

be determined in accordance with Schedule 2.

5.5 The Landlord may waive its right to object to the terms of the Planning

Permission or any Planning Agreement because of the presence of a

Landlord’s Onerous Condition by serving written notice to this effect on the

Tenant and on the service of notice under this paragraph 5.5, the Landlord

will lose any right to object to the presence of Landlord’s Onerous

Conditions in that Planning Permission or Planning Agreement, as the case

may be.

5.6 The Tenant may waive its right to object to the terms of the Planning

Permission or any Planning Agreement because of the presence of a Tenant’s

Onerous Condition by serving written notice to this effect on the Landlord

and on the service of notice under this paragraph 5.6, the Tenant will lose

any right to object to the presence of Tenant’s Onerous Conditions in that

Planning Permission or Planning Agreement, as the case may be.

5.7 The Landlord and the Tenant agree that the Landlord may object only to

conditions which are Landlord’s Onerous Conditions and the Tenant may

object only to conditions which are Tenant’s Onerous Conditions.

6. APPEALS

6.1 If Planning Permission is refused or is granted subject to one or more

Landlord’s Onerous Conditions which are unacceptable to the Landlord or

one or more Tenant’s Onerous Conditions which are unacceptable to the

Tenant the Landlord may, but will not be obliged to make a Planning Appeal.

6.2 If the Landlord makes a Planning Appeal, the Landlord is diligently to

prosecute that appeal and keep the Tenant informed at reasonable intervals of

progress including the dates of any appeal hearings or of any public inquiry

as part of any appeal under sections 78 and 79 of the Planning Act.

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7. TERMINATION

7.1 Either party may end this Agreement by serving written notice on the other if

the Conditions have not been satisfied by the End Date.

7.2 The party seeking to terminate this Agreement may serve notice on the other

stating that it wishes to terminate this Agreement ten working days from the

service of that notice.

7.3 At the end of that notice period unless the Conditions have been satisfied

before the end of that notice period then this Agreement shall determine

Provided that this such determination shall be without prejudice to any

antecedent claim for any breach of the provisions of this agreement Provided

further that no such notice can be served once the Conditions have been

satisfied.

7.4 The party seeking to terminate this Agreement may only do so if it has

observed and performed its obligations herein in all material aspects.

7.5 If this Agreement is terminated before the grant of the Lease under this

clause:

7.5.1 it will not prejudice the rights of the parties in respect of any

breach of this Agreement outstanding at the date this Agreement

ends;

7.5.2 the Tenant forfeits its interest in the Demised Premises and in any

works done under this Agreement or chattels at Demised Premises.

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Part 3 Onerous Conditions

1. LANDLORD’S ONEROUS CONDITIONS

1.1 A Landlord’s Onerous Condition is a condition which obliges the Landlord

to make a payment materially adverse to the economic viability of the

development.

2. TENANT’S ONEROUS CONDITIONS

2.1 A Tenant’s Onerous Condition is a condition which:

2.1.1 makes the Planning Permission personal to the Landlord, the

Tenant or to any specific person or class of persons;

2.1.2 makes the Planning Permission limited in time save in relation to

the implementation of the same;

2.1.3 restricts or prohibits the use of the Premises 24 hours day every

day of the year;

2.1.4 restricts or prohibits deliveries and servicing 24 hours a day every

day of the year;

2.1.5 as to any car park on the Demised Premises:

2.1.5.1 imposes any requirement for the Landlord or the

Tenant to levy car-parking charges;

2.1.5.2 restricts in any other way its use or operation.

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Part 4 Special Conditions

1. SATISFYING SPECIAL CONDITIONS

1.1 This Agreement is conditional upon each of the Special Conditions being

satisfied.

1.2 The Landlord is to:

1.2.1 take reasonable steps as soon as reasonably practicable to procure

satisfaction of the Special Conditions;

1.2.2 keep the Tenant informed of the progress being taken to satisfy the

Special Conditions; and

1.2.3 give the Tenant notice in writing as soon as each Special Condition

has been satisfied.

2. WAIVER OF SPECIAL CONDITIONS

The Tenant may by notice in writing to the Landlord elect to waive any of

the Special Conditions and if it does so that Special Condition will be

deemed to have been satisfied.

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SCHEDULE 2

Guarantor’s Obligations

1. Obligations guaranteed

1.1 The Tenant’s Guarantor as primary obligor, and not only as guarantor,

guarantees to the Landlord and any successor in title that the Tenant will

comply with the terms of this Agreement.

1.2 As an independent obligation, the Tenant’s Guarantor agrees with the

Landlord and any successor in title to comply with the terms of this

Agreement if the Tenant does not do so and to indemnify the Landlord and

any successor in title against any breach of those terms, including without

prejudice to the generality of the foregoing to enter into the Lease on the

Completion Date if the Tenant does not do so and the Landlord or any

successor in title notifies the Guarantor that it requires the Guarantor to

accept the Lease in the Tenant’s place.

1.3 The Tenant’s Guarantor is to pay all sums due to the Landlord or any

successor in title under this guarantee and indemnity without any legal or

equitable set-off, counterclaim or deduction.

2. Continuation of the guarantee

2.1 The obligations of the Tenant’s Guarantor are not to be released by:

2.1.1 any delay or neglect by the Landlord in enforcing the terms of this

Agreement or any time allowed by the Landlord for their

performance;

2.1.2 the Landlord compromising, abandoning or waiving any rights or

claim against the Tenant;

2.1.3 any variation of the terms of this Agreement;

2.1.4 the Landlord or the Tenant giving consent to any matter under this

Agreement;

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2.1.5 any legal limitation, immunity, disability, incapacity or other

circumstances relating to the Tenant, whether or not known to the

Landlord; or

2.1.6 any other act or thing which but for this provision the Guarantor

would be released, save for the release of the Guarantor’s

obligations by deed.

3. Completion documentation

The Tenant’s Guarantor is to be party to the Lease and the Supplemental

Documents and to give the guarantees to the Landlord contained in the them.

4. Liability

If there is more than one Tenant’s Guarantor, the obligations which they

undertake can be enforced against them all jointly or against each

individually.

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SCHEDULE 3

Dispute Resolution

1. Appointment of Specialist

1.1 The Specialist is to be in relation to any dispute under this Agreement, an

independent chartered surveyor of not less than ten years’ qualification who

is experienced in the obtaining of planning permissions for developments of

a similar nature and size to the Building Works.

1.2 The Landlord and the Tenant will use all reasonable endeavours to agree the

identity of the Specialist to determine the dispute.

1.3 Unless the Landlord and the Tenant agree the identity of the Specialist within

two weeks of a request to do so, the Specialist is to be appointed at the

written request of the Landlord or the Tenant to the President or other most

senior available officer of the Royal Institution of Chartered Surveyors if the

Specialist is to be a surveyor or to the President or other most senior officer

of the Royal Institute of British Architects if the Specialist is an Architect.

1.4 The reference to a Specialist is to be made to him as an expert unless

paragraph 1.5 applies or the Landlord and the Tenant agree at the time of

his appointment that he should act as an arbitrator.

1.5 If any dispute raises or relates to the same or parallel issues as those which

have been or are being submitted to independent determination under the

Building Contract, the Landlord and the Tenant will endeavour to appoint the

same person acting in the same capacity as may be appointed to resolve the

dispute under the Building Contract and to have the dispute proceedings

under this Agreement and the Building Contract consolidated.

2. Conduct of the dispute

2.1 Where the Specialist is to act as an independent expert:

2.1.1 the Landlord and the Tenant may make written representations

within ten working days of his appointment and will copy the

written representations to the other party;

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2.1.2 the Landlord and the Tenant are to have a further ten working days

to make written comments on each other’s representations and will

copy the written comments to the other party;

2.1.3 the Specialist is to be at liberty to call for such written evidence

from the parties and to seek such legal or other expert assistance as

he or she may reasonably require;

2.1.4 the Specialist is not to take oral representations from the Landlord

or the Tenant without giving both parties the opportunity to be

present and to give evidence and to cross-examine each other;

2.1.5 the Specialist is to have regard to all representations and evidence

before him or her when making his or her decision, which is to be

in writing, and will contain reasons for his decision;

2.1.6 the Specialist is to use all reasonable endeavours to publish his

decision within 30 working days of his appointment; and

2.1.7 the Specialist is to act impartially and in good faith between the

parties.

2.2 Where the Specialist is to act as an arbitrator:

2.2.1 all submissions made or evidence supplied to him are to be in

writing unless the parties agree within ten working days of his

appointment that this requirement does not apply;

2.2.2 the date of his award will be deemed to be the date on which he

serves a copy of the award on the Landlord and the Tenant or the

latest date if there is more than one;

2.2.3 he will not be entitled to order the rectification, setting aside or

cancellation of this Agreement or any other deed or document;

2.2.4 he will not be entitled to direct that the recoverable costs of the

arbitration, or any part of it, be limited to a specified amount; and

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2.2.5 he will not be entitled to require that security be provided in

respect of the costs of the arbitration.

2.3 Responsibility for the costs of referring a dispute to a Specialist under this

Schedule 3, including costs connected with the appointment of the Specialist

and the Specialist’s own costs, but not the legal and other professional costs

of any party in relation to a dispute, will be decided by the Specialist.

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SCHEDULE 4

1. Non-Novated Consultant Appointment Template

2. Novated Consultant Appointment Template

3. Schedule of Amendments to Building Contract

4. Contractor’s Collateral Warranty

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ANNEXURE 1Lease

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ANNEXURE 2Opinion letter

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ANNEXURE 3Option land

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ANNEXURE 4Licence for Alterations

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ANNEXURE 5Specification

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EXECUTED as a deed by )

Executed as a deed by INDUSTRIAL NORTH WEST LLP (in administration) by ARRON SIMON KENDALL, its joint administrator, pursuant to powers conferred under the Insolvency Act 1986 in the presence of:

.......................................by its joint administrator

Witness signature ………………………...

Witness name(block capitals)

………………………...

Witness address

Witness occupation

………………………...………………………...…………………………

Executed as a deed by ARRON SIMON KENDALL for and on behalf of ARRON SIMON KENDALL and SIMON ROBERT THOMAS without personal liability and solely for the purpose of obtaining the benefit of the provisions of this Agreement in favour of the Landlord and the Administrators in the presence of:

Signature: ....................................... Joint Administrator

Name: ............................................. Name (Block Capitals)

Witness signature ………………………...Witness name(block capitals) ………………………...

Witness address

Witness occupation

………………………...………………………...…………………………

EXECUTED as a deed by )MOVIANTO UK LIMITED )by a Director in the presence ) …………………………of a witness: ) Director

LEGAL_EU # 25512489.2

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Witness Signature …………………………Name of Witness: …………………………Address: ……………………………………………………………………………………Occupation: …………………………………

EXECUTED as a deed by affixing )the common seal of OWENS AND )MINOR INTERNATIONAL )LIMITED in the presence of )

………………………………Director

……………………………….Director/Secretary