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COUNTERPART/

ESTATE LEASE Land Registry Particulars

tXCir- day of LR1. Date of lease 2017

LR2. Title number(s) LR2.1 Landlord's title number(s)

SF494681

LR2.2 Other title numbers

LR3. Parties to this lease Landlord MTD COLN INDUSTRIAL LIMITED incorporated in the United Kingdom with number 06941101 and whose registered office is Ground Floor 30 City Road London EC1Y2A5

Tenant GSM SITE SUPPLIES LEMITED incorporated in the Un:ted Kingdom with number 08640850 and whose registered office is Area 4 Evercreech Junction Industrial Estate Evercreech Shepton Mallet England BA4 6NA

Surety None

LR4. Property In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail All that piece of land shown edged red on the plans annexed hereto together witn the buildings from time to time erected thereon currently known as Unit G3 and Garage City Park Trading Estate Fenton Stoke on Trent ST4 2TE including all fixtures alterations and additions from time to time added or carried out to the Property and including all Conduits and Plant in and exclusively serving the Property

LR5. Prescribed statements None etc.

From and including AT ( ^ ( 2020

2017 LR6. Term for which the Property is leased To and including

LR7. Premium None

LR8. Prohibitions restrictions on disposing of this lease

This iease contains a provision that prohibits or restricts dispositions

or

LR9. Rights of acquisition etc. LR9.1 Tenant's contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

None

LR9.2 Tenant's covenant to (or offer to) surrender this lease

None

LR9.3 Landlord's contractual rights to acquire this lease

None

LR10. Restrictive covenants given in this iease by the Landlord in respect of land other than the Property

None

LR11. Easements LR11.1 Easements granted by this lease for the benefit of the Property The easements set out in the First Schedule

LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property The easements set out in the Second Schedule

LR12. Estate rentcharge burdening the Property

None

LR13. Application for standard form of restriction

Not applicable

LR14. Declaration of trust where there is more than one person comprising the Tenant

Not applicable

Additional Particulars

The covenants conditions rights and other matters referred to in the entries registered under the I andlord's title number SF494681

Encumbrances

All that piece of land together with the buildings from time to time erected thereon currently known as City Park Tradng Estate Fenton Stoke on Trent ST4 2HS

Estate

A statutory declaration complying with Schedule 2 to the Regulatory Reform (Bus'ness Tenancies) (England and Wales) Order 2003 made on 12^ day of

Exclusion Declaration

2017

A notice under Section 38A(3)(a) Landlord and Tenant Act 1954 served on the Tenant on T* day of

Exclusion Notice 2017

Any use within either Class B2 and/or B8 of the Town and Country Planning (Use Classes) Order 1987

Permitted Use

The yearly sum of £6,000 exclusive of Value Added Tax (£4,794.00 per annum being attributable to Unit G3 and £1,206.00 per annum being attributable to the Garage)

Principal Rent

cDS" -J Rent Commencement Date 2017 [2 monrns rent free] U w •€.

Rent Deposit £1,800

Review Date None

INDEX

Page No:

INTERPRETATION 1

DEMISE AND RENTS 2

TENANTS COVENANTS Rent Outgoings Repair Decoration and Maintenance Alterations Entry and Notices to Remedy Alienation Registration Costs User Notices Signs Statutory Provisions Planning Taxes and Compensation Defects Viewing the Property Yield up Overloading and Encroachments Excepted Rights Indemnity Information Regulations and Keyholders Encumbrances Land Registry

4 4 4 5 5 5 7 7

10 11 12 12 13 13 13 14 14 14 15 16 16 16 16 17 17

LANDLORD'S COVENANTS 17

INSURANCE 17 Landlord's Covenants Tenant's Covenants... Agreements

17 18 19

PROVISOS Re-entry Determination and Insurance Rent and Service Charge Rent Planning Warranty Exclusion of rights No Right to Enforce Covenants Service Disclaimer Value Added Tax Release Entire Agreement Party Walls Commissions Disputes Common Parts

21 21 22 22 22 22 22 23 24 24 24 24 25 25 25

Third Parties Jurisdiction..

25 25

RENT DEPOSIT 25

LANDLORD AND TENANT ACT 26

THE FIRST SCHEDULE Rights Granted 28

THE SECOKD SCHEDULE Exceptions and Reservations 29

THE THIRD SCHEDULE Service Charge Rent 31

THIS DEED OF LEASE is made BETWEEN the Landlord (1) the Tenant (2) and (if any is

named in the Particulars) the Surety (3) and WITNESSES as follows:-

INTERPRETATION 1. (1) THE Land Registry Particulars and the Additional Particulars comprise a part

of this Lease and the terms and expressions used in this Lease shall have the

meanings ascribed to them in the relevant Particulars and the terms and

expressions set out below shall have the meanings there ascribed to them>

Common Parts : Each and every part of the Estate from time to time

provided for the use of any of the tenants or occupiers

of the Estate in common with others

: Any sewers drains pipes cables wires fibres ducts

channels or similar conduits other than those

belonging to statutory undertakers

Expiry of the Term ; The expiration of the Term whether by effluxion of

time or earlier determination

Insured Risks : Fire lightning earthquake aircraft (other than hostile

aircraft) and articles dropped therefrom riot civil

commotion malicious damage storm flood impact

by vehicles terrorism and such other risks as the

Landlord shall determine from time to time but in any

event shall not include any of the foregoing risks for

which cover was not available on the London

insurance market at the time of placing or renewing

the policy

: The base rate of Barclays Bank Pic from time to time

or such reasonably comparable rate as the Landlord

may nominate in writing from time to time

; The lifts boilers generators all systems for providing

central heating air conditioning air cooling water

treatment fire control security and ventilation

computers alarm systems sprinklers and all other

electrical and mechanical installations plant

machinery and equipment from time to time serving

the Estate or any part of the Estate in the nature of

fixtures

: The rents reserved by this Lease

: As defined in the Third Schedule

Conduits

Interest Rate

Plant

Rents

Services

7857165.DOCX version 2

: Water soil air electricity and gas (if any)

: Value added tax and any similar tax or imposition

: The forfeiture vitiation avoiding or rendering voidable

of any insurance policy or the reduction or rendering

irrecoverable in whole or part of the insurance monies

due to the act or default of the Tenant or of those

deriving title under it or its/their respective servants

agents or licencees

: Any day from Monday to Friday (inclusive) which is

not Christmas Day, Good Friday or a statutory bank

holiday

Woras importing numerical quantity shall include the singular and the plural

and words importing gender shall include the masculine neuter and feminine

genders

Where a party consists of more than one pe'son covenants and obligaticns of

that party shall take effect as joint and several covenants and obligations

Where this Lease prohibits any act the Tenant shall not suffer or permit such

act to be done

Every reference to "statutory provisions" includes all existing or future Acts of

Parliament and European Community legislation and decrees and in each

case includes all existing or future orders instruments rules and regulations

deriving validity therefrom and reference to any particular Act of Parliament or

European Community legislation or decrees includes all existing or future Acts

legislation decrees orders instruments rules and regulations modifying or re-

enacting the same with the exception of Town and Country Planning (Use

Classes) Order 1987 which shall be construed as references to that Order as

amended before but not after the date of this Deed

References to "Landlord" and "Tenant" include their respective successors in

title save where this Lease provides to the contrary and where the context

admits references to "Surety" include any person or corporation which

guarantees the performance of the Tenant's obligations from time to time

The Headings shall not affect the construction of this Lease

Utilities

Value Added Tax

Vitiated

Working Day

(2)

(3)

(4)

(5)

(6)

(7)

DEMISE AND RENTS 2. (1) IN consideration of the rents reserved by this Lease and the Tenant's

covenants contained in this Lease the Landlord DEMISES the Property to

the Tenant TOGETHER WITH the rights set out in the First Schedule in

common with the Landlord and all those authorised by the Landlord AND

7857165.DOCX version 2 2

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EXCEPT AND RESERVED in favour of the Landlord and all persons

authorised by the Landlord the rights set out in the Second Schedule TO

HOLD the Property to the Tenant for the Term SUBJECT to the

Encumbrances YIELDING AND PAYING the following rents:-

FIRST from the Rent Commencement Date the Principal Rent such rent to

be paid by 4 equal payments in advance on the usual quarter days and for so

long as the Landlord shall require by standing order from the Tenant's

bankers the first instalment being an apportioned amount from the Rent

Commencement Date to the succeeding quaver dav to be paid on the date of

this Lease

SECONDLY an amount equal to a fair proportion (to be determined by the

Landlord's surveyor whose determination shall be final and binding save in

the case of manifest error) of the sum or sums payable by the Landlord in

insuring the Estate against loss or damage by the Insured Risks and

discharging its insuring obligations contained in this Lease and in insuring any

Plant by way of engineering policies against the usual engineering risks

(including breakdown and third party risks) and insuring agcinst employers

liability and liability under the Defective Premises Act ''972 in respect of the

Estate and insuring against loss of the Principal Rent and Service Charge

Rent presently or potentially payable for not less than 3 years or more than 5

years and insuring against third party risks and property owners liability and in

addition with the cost of valuing the Estate for insurance purposes such

amounts to be paid by the Tenant within 5 Working Days of written demand

("the Insu'ance Rent")

THIRDLY the rent being the various sums payable pursuant to and

calculated in accordance with the Third Schedule such rent to be paid on the

dates and in the manner as therein specified ("the Service Charge Rent")

FOURTHLY all other sums payable by the Tenant pursuant to the terms of

this Lease payable within 5 Working Days of written demand or as provided in

this Lease if otherwise ("the Residual Rent")

FIFTHLY any Value Added Tax which may be payable in respect of any of

the other rents reserved by this Lease such sums to be paid within 5 Working

Days of written demand ("the VAT Rent")

SIXTHLY interest at 5% above the Interest Rate before as well as after any

judgment on the Principal Rent the Insurance Rent the Service Charge Rent

the Residual Rent and the VAT Rent that remain outstanding after the same


become due until the date of receipt of cleared funds such interest to be paid

within 5 Working Days of written demand

(2) The Landlord and any person appointed by the Landlord to receive any of the

Rents may by notice in writing from time to time to the Tenant nominate some

account at a bank in the United Kingdom into which the Tenant will pay the

Rents and payment into such account of any of the Rents shall (unless the

Landlord shall have previously requested the Tenant not to pay the Rents to

such account or unless the Landlord shall have directed the bank to credit the

sums paid to a suspense account) be deemed to be receipt by the Landlord of

the Rents on the date that cleared monies are credited to such account and

the Tenant acknowledges that the Landlord shall be entitled to assume

without further enquiry that payments credited to such account by any person

other than the Tenant are made with the authority of and as agent on behalf of

the Tenant

TENANT'S COVENANTS 3. THE Tenant COVENANTS with the Landlord as follows:-

Rent (1) To pay the Rents at the times and in the manner specified without any set-off

deduction or abatement

Outgoings To pay or in the absence of direct assessment on the Property to

repay to the Landlord a fair proportion (to be determined by the

Landlord's surveyor whose determination shall be final and binding

save in the case of manifest error) of all existing and future rates

water rates taxes impositions assessments and outgoings payable

in respect of the Property whether by the owner or occupier thereof

but excluding any taxes payable by the Landlord arising out of any

dealing with its reversionary Interest expectant on the Expiry of the

Term and any arising on the receipt of the Rents

To pay to the suppliers all charges for the Utilities (including all meter

rents and similar charges) consumed in or in relation to the use of the

Property

To comply with the requirements and regulations of the Utility suppliers

relating to the Utility installations and equipment in or serving the

Property

In the event of any Utility being supplied to the Property via an initial

supply made to the Landlord and the cost is not recovered as part of

(2) (a)

(b)

(c)

(d)


the Service Charge Rent to pay to the Landlord a fair proportion of the

total cost incurred or anticipated to be incurred (including the provision

of any security for the supply) which proportion shall so far as possible

be established by readings taken in such manner and at such times as

the Landlord shall from time to time reasonably require of any check

meters from time to time installed for that purpose and otherwise shall

be determined by the Landlord's surveyor whose determination shall

be final and binding save in case of manifest error

Repair (3) To keep the Property (and any Plant and Conduits not included in the

definition of the Property but which exclusively serve the Property) in good

repair and condition and such Plant and Conduits in whole or in part as may

be necessary from time to time damage by any Insured Risk excepted save to

the extent that the insurance has been Vitiated due to the act or default of the

Tenant any person deriving title under the Tenant or their respect:ve servants

agents or licensees and save to the extent of any limitation condition

exclusion or excess applicable to the insurance policy

Decoration and Maintenance (4) (a) To paint varnish paper plnster or otherwise treat appropriately all

internal and external surfaces of the Property in the last 6 months

immediate'y before Expiry of the Term in accordance with good

practice and in a good and workmanlike manner and using good

quality materials and to the reasonable sa'jsfaction of the Landlord

and when complying with this obligation immediately before Fxpiry of

the Term to use only materials of a colour quality and finish previously

approved in writing by the Landlord such approval not to be

unreasonably withheld or delayed

(b) As often as may be reasonably necessary to clean the internal and

external faces of the glazing of the windows at the Property

Alterations

Not to make any alterations or additions to the Property save as may

be permitted pursuant to paragraph (b) of this sub-clause and not to

unite the Property with any other oremises

Not to carry out any internal non-structural alterations or additions to

the Property without the previous consent in writing of the Landlord

given by deec' (such consent not to be unreasonsbly withheld or

delayed)

(5) (a)

(b)


Before commencing any alterations or additions to obtain and produce

to the Landlord all licences approvals permissions and consents

necessary for their execution from the relevant planning and other

competent authorities and any consent granted by the Landlord shall

be deemed to be granted on the basis that the Tenant shall not

commence the alterations or additions until all such licences approvals

permissions and consents have been obtained

To carry out any alterations or additions in a good and workmanlike

manner with good quality materials to the reasonable satisfaction of

the Landlord strictly in accordance with the drawings and

specifications forming the subject of the Landlord's consent and with

all such licences approvals permissions and consents and without

causing any nuisance or annoyance to the Landlord the other tenants

and licensees of the Estate and the owners or occupiers of any

adjoining or neighbouring premises

In respect of any works (including any repairs) carried out by the

Tenant or any person deriving title under the Tenant or their servants

agents or licensees to the extent that such regulations apply:-

to act as the sole "client" for the purposes of the Construction

(Design and Management) Regulations 2007

to maintain a health and safety file in accordance with the

regulations

to permit the Landlord and its agents to inspect the health and

safety file and to provide a copy of the file when requested from

time to time

to deliver the health and safety file to the Landlord on Expiry of

the Term

To remove on demand any alterations or additions made in

contravention of this sub-clause or in respect of which any licence

approval permission or consent is withdrawn or lapses and to comply

with every order of any competent authority requiring the removal or

demolition of or other work in connection with any alterations or

additions and in all such cases to make good all damage caused by

such removal demolition or other work and to restore the Property and

ail affected parts of the Estate to a good and substantial condition and

properly decorated to the reasonable satisfaction of the Landlord

(c)

(d)

(e)

(i)

(ii)

(ill)

(iv)

(f)


Entry and Notices to Remedy

(6) (a) To permit the Landlord and its agents whenever it is reasonable to do

so on 48 hours prior written notice (except in case of emergency when

no notice shall be required) to enter and view the Property

(b) To comply with any notice given by the Landlord requiring the Tenant

to remedy any breach of the Tenant's covenants and obligations

(c) If the Tenant shall not commence to comply with any such notice

within one month (or within such shorter period as may be reasonable

in the circumstances) or shall fai! to diligently continue to comolv with

any such notice or shall fail to fully comply with such notice within 3

months (or within such shorter period as may be reasonable in the

circumstances) to permit the Landlord and its agents (but without

prejudice to any other right or remedy of the Landlord) to enter the

Property to do so in whole or in part

(d) To pay to the Landlord the costs and expenses incurred by the

Landlord under the provisions of this sub-clauso such sum to be a debt

due by the Tenant to the Landlord on demand

Alienation

(7) (a) Not to assign charge underlet hold upon trust for another share or

part wivh occupation or share or part with possession of the Property

or any part of the Property unless permitted under the following

paragraphs of this sub-clause

Not to assign the Property as a whole without first obtaining the written

consent of the Landlord given by deed (such consent not to be

unreasonably withheld or delayed) PROVIDED THAT it is agreed that

a refusal of consent will be reasonable unless all of the following

conditions are satisfied:-

the proposed assignee and any proposed guarantor are not

entitled to claim immunity or exemption from any of the

covenants and obligations contained in this Lease with the

exception only of any Crown depaiment of the government of

the United Kingdom

the proposed assignee is resident in a jurisdiction where

reciprocal enforcement of judgments exists

(if the Tenant for the time being is a company) the proposed

assignee is not a Group Company of the Tenant

(b)

(i)

(ii)

(iii)


(iv) the proposed assignee is not a current guarantor of the

Tenant's obligations

(v) the proposed assignee enters into a covenant with the Landlord

that from the date of assignment to the date that the proposed

assignee is released from the "tenant covenants" pursuant to

(and as defined in) Landlord and Tenant (Covenants) Act 1995

the proposed assignee will pay the Rents and observe and

perform the covenants and obligations on the part of the

Tenant contained in this Lease and any document

supplemental to this Lease including all arrears of the Rents

outstanding at the date of the assignment

(vi) if the Landlord shall reasonably so require the proposed

assignee obtains a guarantor or guarantors reasonably

acceptable to the Landlord who shall covenant with the

Landlord in such terms as the Landlord may reasonably require

(vii) the Tenant enters into an "authorised guarantee agreement" as

defined in Landlord and Tenant (Covenants) Act 1995 in such

terms as the Landlord may reasonably require AND (if the

liability of the Tenant is guaranteed by a Surety) the Surety

enters into a covenant of guarantee indemnity and performance

of the Tenant's covenants and obligations under the authorised

guarantee agreement such covenant to be in the form

reasonably required by the Landlord

(viii) all Rents and other sums that have fallen due have been paid

(ix) in the reasonable opinion of the Landlord the proposed

assignee is of sufficient financial standing to enable it to pay

the Rents and observe and perform the covenants and

obligations on the part of the Tenant contained in this Lease

and any document supplemental to this Lease and the

requirement on the Tenant to enter into an authorised

guarantee agreement is to be disregarded by the Landlord

when considering the financial standing of the proposed

assignee

PROVIDED FURTHER THAT any provision in this paragraph of this

sub-clause which is void pursuant to Section 25 Landlord and Tenant

(Covenants) Act 1995 shall be severed from the remaining provisions

and such remaining provisions shall be preserved AND the


provisions of this paragraph shall take effect without prejudice to the

right of the Landlord to refuse consent on any other reasonable

ground

Not to underlet the whole of the Property otherwise than at the higher

of the open market rent for the Property or the rent payable hereunder

at the time without taking a fine or premium and without first obtaining

the consent in writing of the Landlord given by deed (such consent not

to be unreasonably withheld or delayed) provided that the underlease

shall:-

(c)

be in a form approved by the Landlord (such approval not to be

unreasonably withheld or delayed where the form of the

underlease complies with the requirements of this clause)

contain a covenant on the part of the underlessee not to assign

(i)

(ii)

charge underlet hold upon trust for another share or part with

occupation or share or part with possession of the Property or

in each case any part of the Property save by way of an

or charge permitted by the following assignment

sub-paragraph

contain a covenant on the part of the underlessee not without (iii)

the previous consent in writing of the Landlord for the time

being of this present Lease to assign or charge the Property as

a whole (such consent not to be unreasonably withheld or

delayed)

(iv) contain rent reviews on an upwards only basis to open market

value at dates to correspond with the dates for and on the

same basis as the review of the Principal Rent provided for in

this Lease (if any)

(v) contain covenants on the part of the undertenant

corresponding to the covenants and obligations on the part of

the Tenant contained in this Lease

(vi) validly excludes Sections 24-28 Landlord and Tenant Act 1354

as amended from the tenancy created by the underlease

AND the Landlord's consent shall include a covenant by the

undertenant with the Landlord to observe and perform the covenants

and obligations on its part to be contained in the underlease and the

covenants and obligations on the part of the Tenant contained in this

Lease (other than to pay the Rents) and (if the Landlord shall


reasonably so require) a covenant by a guarantor or guarantors

reasonably acceptable to the Landlord in such terms as the Landlord

may reasonably require

To promptly and diligently enforce and not to waive any right (including

the right of forfeiture) in respect of any breach of the covenants and

obligations on the part of the underlessee contained in any underlease

and any documents supplemental tc any underlease and to implement

and diligently prosecute any reviews of the rent resen/ed by any

underlease

Not to vary or waive the terms of any underlease or accept the

surrender of part only of any underlease or agree to do so without the

previous written consent of the Landlord and not to accept the

surrender of the whole of any underlease without the previous written

consent of the L andlord (such consent not to be unreasonably withheld

or delayed) and not to agree the revision of the rents reserved by any

underlease before the determination of the corresponding review of

the Principal Rent provided for in this Lease (if any) and in any event

not w'thout the previous written consent cf the Landlord (such consent

not to be unreasonably withheld or delayed) and not to commute

payment of the rents due under any underlease or demand or accept

payment of any cf the rents due under any underlease more than one

month In advance of the due dates for payment

Not to share the occupation of the Property or any part except that for

such time as the Tenant for the time being is a company incorporated

in England the Tenant may share occupation of the Property or any

part with (but only for so long as il remains) a Group Company of the

Tenant so long as the Tenant does not grant the company sharing

occupation exclusive possession or otherwise transfer or create a legal

estate or create the relationship of landlord and tenant and the Tenant

acknowledges that if the Landlord accepts payment of the Rents from

any such company the Landlord shall be entitled without further

enquiry to assume that the Tenant has authorised such company to

tender payment as agent on behalf of the Tenant

(d)

(e)

(f)

Registration

To give notice within one month of every dealing or devolution affecting the

Property in writing to the solicitors for the time being of the Landlord and

produce lo them a certified true copy of the relevant documents including any

(8)


exclusion notice and declaration and to pay them a reasonable registration

fee

Costs

To pay to the Landlord on demand and on an indemnity basis all reasonable

and proper costs charges and expenses (including legal and surveyors fees

and disbursements) of and incidental to:

Every application made by the Tenant for the consent of the Landlord

which is granted or lawfully refused or lawfully proffered subject to any

qualification or condition or whether the application is withdrawn and

the Landlord shall not be obliged to consider any such application until

the Tenant has procured that its solicitors have tendered a written

undertaking to be responsible for such costs charges and expenses

(including any superior landlords and mortgagees costs charges and

expenses) whether or not the matter proceeds

Any steps action or proceedings (whether actual or contemplated) in

connection with any breach of the Tenant's obligations under this

Lease or any document supplemental to this Lease including (without

prejudice to the generality of the foregoing) any under Section 146 or

147 Law of Property Act 1925 or Leasehold Property (Repairs) Act

1938 (including the preparation and service of any notice thereunder

and notwithstanding that forfeiture is avoided otherwise than by relief

granted by the Court) and levying distress

Any notice given by the Landlord under or in relation to this Lease in

respect of a breach of the Tenant's obligations

Any schedule relating to wants of repair or decoration to the Property

and whether served during the Term or after Expiry of the Term

Remedying (and properly preparing to remedy) any breach of the

Tenant's obligations under this Lease or any document supplemental

to this Lease

Monitoring any alterations additions or other works

Making any representations to or responding to any notices served

under any existing or future statutory provision or by any local or other

authority which relate to the Property including a fair proportion (to be

determined by the surveyor for the time being of the Landlord such

determination to be final and binding save in the case of manifest

error) of those which relate to the Estate

(9)

(a)

(b)

(c)

(d)

(e)

(f)

(9)


User Not to use the Property for any illegal or immoral purpose or for the

sale hire or showing of any pornographic material or for any offensive

trade or business or the sale of alcohol or for any contaminative use

or for the storage of any dangerous explosive or inflammable

materials or for any purpose which is or which may reasonably be

expected to become a nuisance or annoyance to the Landlord the

tenants or licensees of the Estate or the owners or occupiers of the

adioining or neighbouring premises or for any meeting convened for

political purposes or for any purpose which may adversely affect the

Property or the Estate

Not to use the Property otherwise than as good class premises for the

Permitted Use

Not to reside or sleep on the Property or use the Property as a

dwelling or dwellings

Not to store keep or place any containers goods refuse or other

objects outside the buildings constructed on the Property or on the

Comrron Parts

Not to discharge into the soil or into the air or into the Conduits any

contaminative harmful poisonous noxious polluting or dangerous liquid

gas solid or other substance and not to deposit any waste on the

Property or do anything which blocks the conduits or discharge into the

Conduits anything which may cause an obstruction

Not to obstruct the Common Parts or do anything that may become a

source of danger to persons using the Common Parts and to load and

unload goods only from within the curtilage of the Property and

otherwise only at the times and at the delivery and collection points

comprising part of the Common Parts (if any) reasonably designated

by the Landlord ^rom time to time

Not to store or deposit any refuse or debris on the Property otherwise

than in proper receptacles that are designed for that purpose that are

emptied regularly and not to burn any refuse debris or other materials

on the Property

To keep the Property free from vermin

(10) (a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Notices

(11) Within 7 days after receipt of any notice proposal -equirement or order made

given or issued under any statute or statutory regulation or statutory authority


to supply a true copy to the Landlord and to join with the Landlord (if the

Landlord so requests) in raising any objection or representation

Signs

Not to affix or exhibit any sign placard flag poster nameplate canopy

or advertisement (which in this sub-clause are all referred to as

"signs") which is visible from outside the Property without the prior

consent in writing of the Landlord (such consent not to be

unreasonably withheld or delayed to non-illuminated signs if in the

Landlord's opinion they are of a good quality and suitable for display

in good class premises and are not likely to cause any offence to the

Landlord or to any other person)

Immediately on receipt of written notice from the Landlord to remove

any sign which has been exhibited without the prior written consent of

the Landlord and to permit the Landlord to enter the Property and to

remove any signs which are not removed within 2 Working Days of the

Landlord's notice AND it is agreed that if the Landlord shall require

any unauthorised sign to be removed the Landlord shall not be obliged

to consider any application to retain the sign or to erect any sign which

is substantially similar until the unauthorised sign has been removed

(12) (a)

(b)

Statutory Provisions

To comply with all statutory provisions and the existing and future lawful

requirements of any local or other authority in respect of the Property or any

part or in any way relating to the Property (including without prejudice to the

generality of the foregoing in respect of the occupation or use of the Property

or the employment or occupation of any person) whether such provisions and

requirements shall be made of the owner lessor lessee tenant or occupier of

the Property and to execute within the time required by law or specified in any

notice given by any competent authority or (if no such time is specified) within

a reasonable time all works which may lawfully be directed or required in

relation to the Property

(13)

Planning

To comply with the conditions of any Planning Consent (meaning any

existing or future planning permission listed building consent or

conservation area consent) and with the terms of any Planning

Obligation (meaning any existing or future agreement or undertaking

under any Act relating to town and country planning) relating to the

Property

(14) (a)


(b) Not to ,nake any application for any Planning Consent

Taxes and Cornpensation

(15) (a) Except insofar as the Tenant cannot lawfully contract to do so to pay

the whole amount of any tax duty levy charge or imposition

assessed or imposed in respect of any natter relating to the Tenant

or the Property (including without prejud:ce to the generality of the

foregoing any development any Planning Consent or any disposition

affecting the Property) the payment to be so made as to ensure that

no part shall become recoverable from any person ether than the

Tenant or charged or chargeable on any interest in the Property other

than that of tne Tenant

Not without the consent in writing of the Landlord to take any step

(including without prejudice to the generality of the foregoing carrying

out any development implementing any Planning Consent or making

any disposition affecting the Property) which would involve any person

or interest in liability to any tax cuvy levy charge or imposition unless

the Tenant shall first have peid to the Landlord a sum equal to the

amount of the tax duty levy charge or imposition

If the Tenant shall become entitled to receive any compensation in

relation to the Property resulting from any statutory expropriation or

from any restriction imposed on the use of the Property under or by

virtue of any statutory provision the Tenant shall forthwith on the

determination of the amount of such compensation pay a proportion

thereof to the Landlord as is just and equitable for the Landlord to

receive

(b)

(c)

Defects

(16) To give immediate notice in w-iting to the Landlo-d of any defect of which the

tenant becomes awsre which would or might give rise to any obligation on

the Landlord to do or to refrain ftorn doing any act or thing or in order to

comply with the duty of care imposed by the Defective Premises Act 1972 and

to pay to the Landlord on demand the cos^s and expenses incurred by the

Landlord in carrying out any works to remedy any such defect in the Property

Viewing the Property

To permit the Landlord its agents servants and licensees on reasonable pnor

notice to view the Property for any reasonable purpose desired by the

Landlord from time to time including in connection with a disposal or charge of

the Landlord's interest in the Estate and during the year preceding Expiry of

(17)


the Term in connection with a reletting of the Property and also during the

year preceding Expiry of the Term to permit the Landlord to affix and retain

without interference on any suitable and conspicuous part of the Property a

notice for reletting the Property

Yield up

(18) (a) On Expiry of the Term quietly to yield up the Property with vacant

possession and in a state and condition consistent with the full

performance by the Tenant of the covenants and obligations on its

part contained in this Lease and any documents supplemental to this

Lease

Unless released (or to the extent released) from this obligation by the

Landlord in writing to remove immediately before Expiry of the Term

the Plant and Conduits installed by the Tenant or any person deriving

title under the Tenant and any tenant's fixtures and any alterations or

additions carried out during the Term (or during any period of

occupation prior to the grant of this Lease) and to reinstate the

Property and any affected parts of the Estate and any adjoining or

neighbouring premises in a good and workmanlike manner using good

quality materials of their various kinds to the design and layout in

which they were in and with the facilities and features they enjoyed at

the date of this Lease (or if earlier at the date of occupation of the

Property prior to the grant of this Lease) with a common theme of

decoration and finish throughout the Property and to obtain all

necessary consents and to carry out the works of removal and

reinstatement to the reasonable satisfaction of the Landlord and to the

satisfaction of the statutory undertakers and suppliers of the Utilities

the Tenant making good any damage occasioned during the carrying

out of such works

To pay to the Landlord on demand the costs and expenses incurred by

the Landlord in removing and disposing of any chattels fixtures and

refuse left in the Property on Expiry of the Term (which if not removed

before Expiry of the Term shall be deemed to have been abandoned)

and to waive any right to receive the proceeds of disposal (if any)

which shall belong to the Landlord absolutely and to indemnify the

Landlord in respect of all liability which the Landlord incurs by reason

of any third party claiming any interest or title in the chattels or fixtures

(b)

(c)


Overloading and Encroachments

Not to overload or place any undue strain on or do any other thing

which may in any manner weaken or damage any part of the Property

or the Estate or the Conduits serving the Property and the Estate or

which may depreciate the letting value of the Property

Not at any time to block up darken obstruct or obscure any external

doorway passage window light grating or opening belonging to the

Property

Not to permit or suffer any new window light opening or other

encroachment or easement to be made into against or on the Property

cr anything which may be or grow to be to the damage or annoyance

of the Landlord and at the request of the Landlord to adopt such

means as may in the opinion of the Landlord be expedient for

preventing any such encroachment or the acquisition of any such

easement on or over the Property

(19) (a)

(b)

(c)

Excepted Rights

(20) To pe mit the Landlord and all persons authorised by the Landlord and their

respective servants agents and licensees to exercise the rights excepted and

reserved by this Lease without hindrance or interference

Indemnity To indemnify the Landlord against all actions claims liabilities costs expenses

taxes charges levies impositions and (without limitation) other liabilities of

whatsoever nature arising out of or attributable to every breach of the

covenants and obligations on the part of the Tenant contained or referred to in

this Lease cr any document supplemental to this Lease

Information Regulations and Keyholders

Whenever so requested in writing to give to the Landlord in writing

within 20 Working Days from the date of such request full details of

the name and address for service of any tenant or occupier of the

Property or any part thereof rents or licence fees payable and the

terms of occupation

To produce on demand such evidence as the Landlord may

reasonably require to satisfy itself that the Tenant's covenants

contained in these presents have been complied with

To comply with all reasonable regulations made by the Landlord from

time to time for the management of the Property the Common Parts or

the Estate

(21)

(22) (a)

(b)

(c)

7857165. DOCX version 2 16

(d) To Keep the Landlord notified in. writing of the names addresses and

telephone numbers of at least two keyholders for the Property

Encumbrances To observe and perform the Encumbrances so far as they a^ect the Property

the Tenant or the exercise of the rights granted by this Lease

Land Registry

Immediately on Expiry of the Term to procure the closure of any Land

Registry title relating to this Lease and the removal from the Landlord's title of

any entry relating to this Lease and if the Tenant fails to do so within 21 days

of Expiry of the Term the Landlord may do so as agent or behalf of the

Tenant and tne Tenant will pay 10 the Landlord on demand the reasonaole

costs incurred by the Landlord in so doing

LANDLORD'S COVENANTS THE Landlord COVENANTS with the Tenant as follows:-

If the Tenant pays the Rents and performs and observes the covenants on the

part of the Tenant contained in this Lease the Tenant may peaceably hold and

enjoy the Property during the Term without any inierruption by the Landlord or

any person rightfully claiming under or in trust for the Landlord

To provide such of the Services as shall be necessary for the reasonable

beneficial use and enjoyment of the Property in accordance with the principles

of good estate management

(23)

(24)

(1)

(2)

INSURANCE

Landlord's Covenants (1) THE Landlord COVENANTS with the Tenant to keep the Property (except

tenant's and trade fixtures) and the Common Parts insured against loss or

damage by the Insured Risks (but subject ^o any limitations conditions or

exclusions which app'y to the insurance policy) in a sum which the Landlord

shal! reasonably consider to be equal to the full cost of reinstatement

including all associated fees and demolition and site clearance charges (but

subject to any reasonable excess that the Landlord shall think fit to accept)

and unless the insurance of the Estate or the Property shall have been

Vitiated to cause all monies received by virtue of any such insurance (except

the insurance relating to loss of the rents tor the Estate and liability to third

parties) to be laid out in rebuilding and reinstating the Property and the

Common Parts as soon as reasonably practicable

5.


Tbnant's Covenants The Tenant COVENANTS with the Landlord as follows:-

Not to breach the terms of any insurance policv relating to the Estate

or any part of the Estate or any other policy referred to in or

contemplated by this Lease and to comply with all requirements and

recommendations of the insurers

Not to do any act or thing which Vitiates or which may Vitiate any such

insurance

In the event of the occurrence of any Insured Risk to pay to the

Landlord within 5 Working Days of written demand

an amount equal to the insurance monies which are rendered

Irrecoverable or the part thereof which is reduced due to the

insurance being Vitiated due to the act or default of the Tenant

or any person deriving title under the Tenant or their servants

agents or licensees and

an amount equal to any excess attributable to the claim

To give immediate notice in writing to the Landlord in the event that the

Estate or any part of the Estate is destroyed or damaged together with

such information as the Tenant has relating to the cause of the

damage or destruction

To pay to the Landlord on demand any increased or extra premiums

payable for the insurance of the Estate or any adjoining or

neighbouring premises of the Land'ord which become payable by

reason of any act or omission of the Tenant any person deriving title

under the Tenant or their servants agents or licensees or by reason of

the use of the Property

To insure against the public liability of the Tenant in some insurance

office or with underwriters of repute in a sum of not less than

£2,000,000 or such other sum as the Landlord may reasonab'y require

from time to time and whenever reasonably required to produce to the

Landlord or its agent a copy of the policy of insurance and the receipt

of the current year's premium

Immediately following the completion of any alterations or addi+ions to

the Property to notify the Landlord in writing of the full reinstatement

value cf such alterations and additions including any landlord's fixtures

comprised therein

(2)

(a)

(b)

(c)

(i)

(ii)

(d)

(e)

(0

(9)

7857165.DOCX version 2 IB

Agreements

(3) It is agreed as follows:-

(a) The covenant on the part of the Landlord to Insure the Property shall

not apply to any alterations or additions to the Property or to any

landlord's fixtures which are added to the Property until the carrying

out of such alterations and additions and the installation of such

fixtures have been completed and the Tenant has given the Landlord

not less than 10 Working Days' written notice of the full reinstatement

value of any such alterations additions and fixtures and in the event

that such alterations additions or fixtures are damaged or destroyed

before the effective date of the Tenant's notice of the full reinstatement

value the Tenant shall pay to the Landlord on demand all costs losses

and expenses incurred by the Landlord in reinstating the same in the

event that the Landlord chooses (but without obligation on the part of

the Landlord) so to do

(b) In the event that the Property or any part shall be destroyed or

damaged by an Insured Risk so as to be unfit for occupation or use

then unless the insurance shall have been Vitiated the Principal Rent

and the Service Charge Rent (but in respect of the Service Charge

Rent only if loss of the Service Charge Kent has been insured against

at the relevant time) or a fair and just proportion thereof according to

the nature and extent of the damage sustained shall be suspended

and cease to be payable for whichever is the shorter of:-

(i) the period from the occurrence of such destruction or damage

until the Property shall have been rebuilt and reinstated and

made fit for occupation or use or such Common Parts and

Conduits have been reinstated or reasonable alternatives have

been provided rendering the Property usable for the Permitted

Use and

(ii) the period equal in length to the insurance cover against loss of

the Principal Rent calculated from the date of such destruction

or damage

(c) In the event that Expiry of the Te'm occurs after damage or destruction

by an Insured Risk and before completion of the works of

reinstatement cr in the event of this Lease be-ng frustrated following

damage or destruction by an insured Risk the insurance monies shall

belong to and be retained by the Landlord absolutely

7857165,DOCX version 2 19

When reinstating the Property following damage or destruction the

Landlord may vary the design height or external appearance of the

Property provided that the net internal floor area of the Property is not

materially reduced and may vary the layout of the Common Parts

(including the Parking Spaces) and the position or route of the

Conduits provided that the reinstated Common Parts and Conduits are

sufficient for the reasonable use and occupation of the Property for the

Permitted Use and the covenants and conditions of this Lease shall

then apply to the Property the Estate the Common Parts and

Conauits as varied

If the Estate or any part of the Estate shall be damaged or destroyed

and the Landlord shall desire to demolish redevelop or refurbish the

Estate or any part of the Estate (whether or not in conjunction with any

other premises) the Landlord may determine the Term any time within

12 months of the damage or destruction by giving to the Tenant within

that period not !ess than one month's prior witten notice and

immediately on expiry of the notice the Term shall determine but

without prejudice to the rights and remedies of either party against the

other in respect of any antecedent claim or breach of covenant or

obligation

In the event that the Property or the Estate or any part there of shall be

destroyed or damaged by an Insured Risk so as to render the Property

unfit for occupation and use or inaccessible and the Property have not

been so reinstated and made accessible within 2 years and 9 months

from the date of damage or destruction then either party may

determine the Term by giving not less than 3 months written notice to

the other party and immediately upon expiry of such notice the Term

shall determine (unless the Property has been so reinstated by such

date) PROVIDED THAT the Tenant shall not be entitled to determine

the Term under this clause if the insurance shall have been Vitiated

unless the Tenant has complied with its obligations under clause

5(2)(c)(i) but without prejudice to the rights and remedies of either

party against the other in respect of any antecedent claim or breach of

covenant or obligation

(d)

(e)

(f)


PROVISOS 0 IT IS AGREED as follows:-

Re-entry

(1) If and whenever-

all or any part of the Rents shall be unpaid for 10 Working Days after

becoming due whether or not the same shall have been legally

demanded or

if there shall be a breach non-performance or non-observance of any

of the Tenant's covenants or obligations herein or

if the Tenant being an individual (or where the Tenant comprises more

than one individual then any one or more of those inaiviauals) suffers

or permits a bankruptcy order to be made against it or

if the Tenant being a company is wound up either voluntarily

(otherwise than by merger consolidation or other simila1" corporate

transaction whilst solvent previously approved in writing by the

Landlord such approval not to be unreasonably withheld or delayed in

respect of any winding up in which the surviving corporation which

assumes or takes over all the liabilities of the Tenant is not or is not

reasonably expected to become less likely to be able to comply with

the covenants and obligations of the Tenant assessed at the option of

the Landlord as at the date of the proposed restructuring or as at the

date that the Tenant entered into its covenants and obligations with the

Landlord) or by the court or if the Tenant shall cease for any reason to

maintain its corporate existence or if a receiver (whether or not an

administrative receiver) hauidator (whether or not a provisinnal

liquidator) manager or administrator of its undertaking or any part of it

shall be appointed or if the Tenant ceases to carry on its business in

the normal course or

if the Tenant being either an individual or a company fails to satisfy a

statutory demand within 21 days of service or if an interim official or

other receiver of the property or income of the Tenant is appointed or if

the Tenant shall propose or make any composition or propose or enter

into any voluntary or other arrangement with the creditors of the

Tenant or any class of its creditors or

any event occurs or proceedings are taken with respect to the Tenant

or the Surety (or where they coinprise more than one individual then

any one or more of those individuals) in any jurisdiction to which it is

(a)

(b)

(c)

(d)

(e)

(f)


subject which has an effect equivalent or similar to any of the events

mentioned in paragraphs (c), (d) or (e) above

THEN and in any such case the Landlord shall be entitled (in addition to any

other right) at any time thereafter (and notwithstanding any waiver of any

previous right of re-entry) to re-enter and re-possess the Property or any part

of the Property in the name of the whole and this Lease shall terminate but

without prejudice to any right of the Landlord against the Tenant or any Surety

in respect of any antecedent claim or breach of covenant or obligation

Determination and Insurance Rent and Service Charge Rent

(2) Notwithstanding the Expiry of the Term the Tenant shall remain liable to pay

to the Landlord within 5 Working Days of written demand the Insurance Rent

and the Service Charge Rent attributable to the period prior to Expiry of the

Term (even if it had not been demanded before the Expiry of the Term)

calculated on a day to day basis with the exception only of where this Lease is

surrendered by deed and the deed expressly refers to and releases this

specific obligation

Planning Warranty

(3) Nothing in this Lease or in any consent or approval granted pursuant to this

Lease shall imply or warrant that the Property or any part thereof are

authorised for use for any specific purpose

Exclusion of rights (4) Nothing herein contained shall by implication of law or otherwise operate or

be deemed to confer on the Tenant or the Property any liberty easement

privilege quasi-easement right or advantage whatsoever over or against any

neighbouring or adjoining premises other than the rights expressly granted to

the Tenant by this Lease and Section 62 Law of Property Act 1925 shall not

apply

No Right to Enforce Covenants

(5) The Tenant shall not be entitled to the benefit of or the right to enforce or to

have enforced or the right to consent to the release waiver or modification of

any covenant agreement or condition which benefits or burdens the

reversionary title(s) of the Property or which benefit or burden any

neighbouring or adjoining premises

Service

Any notices or demands served pursuant to this Lease shall be served in

accordance with Section 23 Landlord and Tenant Act 1927 or Section 196

Law of Property Act 1925 as amended by the Recorded Delivery Service Act

(6)


1962 provided that any notices or demands to be served on the Tenant or any

Surety may also be validly served if delivered by hand to the Property

Disclaimer

The Landlord shall not be liable beyond any sum which may be

recovered under any policy of insurance maintained by the Land'ord

(if any and without obligation to maintain any such insurance) for any

loss accident damage or injury which may be suffered by the Tenant

any person deriving title under the Tenant or their servants agents or

licensees or which may be done to the Property or to any of their

goods or property thereon which may happen by reason of:-

any neglect or default of any other tenant or occupier of the

Estate or any adjoining or neighbouring premises or their

servants agents or licensees or

by reason of the defective working accidental stoppage

breakdown leakage or overflowing of any Conduits or Plant or

the obstruction of the Common Parts

The Landlord shall not be liable to the Tenant in respect of any failure

by the Landlord to perform any of its obligations (with the exception of

the Landlord's covenant to insure) unless and until the Tenant has

notified the Landlord in writing of such failure and the Landlord has

failed within a reasonable period to remedy the same nor shall the

Landlord be liable to the Tenant in respect of any failure to perform

any of its obligations if the Landlord is unable to do so by reason of

official restriction shortages of labour or materials strike or any other

cause beyond the reasonable control of the Landlord

If the Tenant requests any employee or agent of the Landlord to

perform any service for the Tenant such person shall act as the

servant or contractor of the Tenant and the Landlord shall not be liable

to the Tenant in respect of the acts or defaults of such person

The Landlord's approval of any drawings plans or specification shall

not imply or warrant that the drawings plans specification or the

contemplated works a-e corect sound or sufficient for the purposes of

the Tensnt any person deriving title under the Tenant or their servants

agents or licensees or that the Property or the Estate (including the

Conduits and the Plant) are capable or suited to receive the works or

that the Conduits have sufficient capacity for the purposes

contemplated by the Tenant any person deriving title under the

(7) (a)

(i)

(ii)

(iii)

(b)

(c)

(d)

7857165, DOCX version 2 23

Tenant or their servants agents or licensees or that the works can oe

carried out lawfully and the Landlord shall not incur any liability to the

Tenant any person deriving title under the Tenant or their servants

agents or licensees (which in any event the Tenant shall indemnify the

Landlord in respect of) arising out of any approval consent or

inspection and the liability of the Tenant under the covenants and

obligations on its part contained in this Lease shall not be released or

prejudiced by reason of any approval consent or inspection

The Landlord shall not be liable to the Tenant for loss of goodwill loss

of business loss of anticipated profit or savings pure economic loss or

any indirect or consequential losses arising out of or in connection with

this Lease or any breach non-observance or non-performance of the

covenants and obligations on the part of the Landlord

(e)

Value Added Tax

All sums of money payable by the Tenant pursuant to the terms of this Lease

shall be exclusive of Value Added Tax and every such obligation shall be

construed as including an obligation on the part of the Tenant to pay Value

Added Tax in addition

(8)

Release

The Landlord from time to time shall have no liability to the Tenant for any

breach non-observance or non-performance of the covenants and obligations

on the part of the Landlord contained in this I ease or any document

supplemental to this Lease occurring after the date that it has disposed of its

interest in the reversion expectant on Fxpiry of the Term

Entire Agreement This Lease and any deeds or documents supplemental to this Lease which

are entered into simultaneously with this Lease embody the entire

understanding of the parties relating to the Property and the Estate and to all

matters dealt with by any of the provisions of this Lease

(9)

(10)

Party Walls

If any of the boundary walls of the Property also comprise the boundary walls

of any oiher premises of the Landlord and the description of the Property does

not identify the extent of the demise of such boundary walls they shell be

treated as party walls and to belong in equal moieties to the premises on

either side

(11)


Commissions (12) Any proper commission discount or allowances paid or made to the Landlord

in respect of any insurance or other contracts in respect of the Property or the

Estate placed by the Landlord or its managing agents may be retained by the

Landlord for its own account

Disputes Any dispute between the Tenant or any occupier of the Property and any

other tenant or occupier of the Estate relating to the exercise of the rights

granted by this or any other lease any party structure or the use of the

Common Parts shall (if the Landlord thinks fit) be determined by the Landlord

who shall act reasonably and whose decision shall be final and binding and

the Tenant will submit to and abide by the Landlord's determination

Common Parts The Landlord may use change the use of cultivate landscape let sell

develop or otherwise deal with any part or parts of the Common Parts as it

thinks fit provided that the exercise of the rights granted by this Lease is not

materially and adversely affected

(13)

(14)

Third Parties

The Contracts (Rights of Third Parties) Act 1999 shall not apply to these

presents except to the extent that any provision expressly provides to the

contrary

(15)

Jurisdiction This Lease and all documents supplemental to this Lease shall be governed

by and construed in accordance with the laws of England and the parties

hereto hereby surrender to the exclusive jurisdiction of the Courts of England

(16)

RENT DEPOSIT 7. (1) The Tenant shall pay the Rent Deposit to the Landlord on the date hereof as

security for payment of the rents and other sums due under this lease

(2) If at any time during the Term;

(a) there shall be any non-payment of rent or other moneys payable by

the Tenant or

(b) the Landlord suffers any damage as a result of a breach of the

Tenant's obligations in this lease

then the Landlord shall be entitled to use the whole or part of the Rent Deposit

towards payment of the sums due to the Landlord under this lease and the

Landlord shall in each case notify the Tenant in writing that it has done so


(3) The foregoing shall not affect the Tenant's liabiliiies under this lease or lessen

the Landlo-d's rights to take any action in respect of the non-performance or

non-observance of any of the Tenant's covenants

(4) If on the determination of this lease (other than in the event of forfeiture or

disclaimer) the Tenant shall have ful'y observed and performed all its

obligations then the Landlord shall within 20 Working Days repay to the

Tenant the Rent Deposit or the unused part thereof

(5) If the Rent Deposit shall at any time be reduced the Tenant will immediately

uoon receiving written notice from the Landlord pay to the Landlord a sum

equal to the difference between the unused part of the Rent Deposit

(exclusive of any interest earned thereon) and the Rent Deposit

(6) On any sale of the Landlord's interest the Landlord shall be entitled to transfer

the Rent Deposit or the unused part thereof (with the benefit and subject to

the burden of the provisions of this clause) to its successor in title who shall

hold the same upon the terms herein contained whereupon the selling

L andlord shall have no further obligations under this clause

(7) The Rent Deposit remains the property of the Tenant subject to the terms of

this clause

(8) The Tenant hereby charges the Rent Deposit to the Landlord as security for

performance of its obligations under this lease

LANDLORD AND TENANT ACT

8. (1) THE Tenant acknowledges that it was served with the Exclusion Notice before

it was contractually bound to enter into this Lease and that the Exclusion

Notice was in or substantially in the prescribed form

(2) The Tenant confirms that the Exclusion Declarat'on was made before it was

contractually bound to enter into this Lease and that the Exclusion

Declaration was in or substantially in the prescribed form and the Tenant also

confirms that where the declarant was somebody other than the tenant the

declarant was a person duly authorized by the Tenant to make the declaration

(3) The parties acknowledge that the Exclusion Notice and the Exclusion

Declaration are (and are intended to be) valid and effective and that the

requirements of Section 38A of Landlord and Tenant Act 195^ have been

complied with

(4) The parties agree that the provisions of Sections 24-28 of Landlord and

Tenant Act 1954 shall be excluded in relation to the tenancy created by this

Lease


IN WITNESS whereof this Deed is executed but not delivered untii the day and year first

above whtten


THE FIRST SCHEDULE

Rights Granted

The right of free passage and running of the Utilities to and from the Property through

any Conduits now or during the Term passing through the Estate and (to the extent

that the Landlord has title to grant the same) passing through any adjoining or

neighbouring premises belonging to the Landlord and to make connections with such

Conduits for the purpose of exercising the free passage of the Utilities

The right to use such parts of the Common Parts as the Landlord may from time to

time reasonably designate for the purpose of gaining access to and egress from the

Property

PROVIDED THAT in exercising any rights granted by this Lease the Tenant shall

cause as little inconvenience as reasonably possible to the Landlord and any other

persons affected thereby and shall forthwith make good to the reasonable

satisfaction of the Landlord any damage that is thereby occasioned PROVIDED

FURTHER THAT where the Tenant reasonably desires to enter any part of the

Estate which is occupied it will do so only with the prior written consent of the

Landlord (which consent shall not be unreasonably withheld or delayed) and with the

written consent of the occupier thereof and will comply with the reasonable

regulations made by the Landlord and the occupier in respect thereof


THE SECOND SCHEDULE

Exceptions and Reservations

The right of free passage and running of the Utilities for the remainder of the Estate

and for any adjoining or neighbouring promises through any Conduits now (or which

may be constructed during the Term) passing through or serving the Property

together with the right to inspect maintain repair and reolace them

The right during the Term to lay construct and Install any Conduits in or through the

Property by such route or in such location as the Landlord may require subject to the

Landlord giving due consideration to (but not being bound by) any representations

that the Tenant may make as to the proposed route or location

The right during the Term to make connections with any existing or future Conduits

passing through or serving the Property for the purpose of exercising the free

passage and 'unning of the Utilities

The right to relocate any Conduits or Plant demised to the Tenant and any Conduits

or Plant which the Tenant is granted the right to use and any Conduits Plant or other

equipment which the Tenant any person deriving title under the Tenant or their

servants agents or licensees may have installed from time to time in any part of the

Estate to such position as the Landlord may require subject to the Landlord giving

due consideration to (but not being bound by) any representations that the Tenant

may make as to the proposed position

5. The right at any time and from time to time during the Term to alter repair redevelop

rebuild use and let the Estate (including the Common Parts and the design and

layout of the Common Parts including reducing the size of the Common Parts) or any

adjoining or neighbouring premises in any manner or for any purpose notwithstanding

that any easement rigNt or privilege enjoyed or belonging to the Tenant or any person

deriving title under the Tenant or their servants agents or licensees is obstructed

diminished or prejudicially affected

All easements rights and privileges now belonging to or enjoyed by any part of the

Estate or any adjoining or neighbouring premises over or against the Property

The right to erect scaffolding on and around the Property for the purpose of

inspecting cleaning repairing maintaining or protecting the Property or for inspecting

cleaning repairing decorating protecting or redeveloping any part of the Estate or any

adjoining or neighbouring premises or for the purpose of providing the Services

o


The right to enter the Property for the purpose of complying with its obligations under

this Lease or permitting any tenant of the Estate to enter the Property for the purpose

of complying with its obligations under its lease

The right to enter the Property for the purposes of providing the Services

The right in case of emergency to escape from any part of the Estate through and

across the Property

The right to temporarily close or restrict use of the Common Parts the Plant or the

Conduits for the purpose of providing the Services and for any other reasonable

purpose

8.

9.

10,

11.


THE THIRD SCHEDULE

Service Charge Rent

Part I - Definitions and General Provisions

In this Schedule

"Accounting Period" means the period commencing on 1st January in every

year and ending on 31st December or such other period as the Landlord may

from time to time stipulate

"Certificate" means the certificate referred to in this Schedule certifying inter

alia the Total Expenditure

"Interim Charges" means such sums to be paid on account of the Service

Charge as the Landlord shall from time to time determine are fair and

reasonable interim payments and the Landlord shall be entitled to vary the

interim payments during an Accounting Period

"Landlord" shall in this Schedule include any accountant managing agent or

surveyor from time to time appointed or employed by the Landlord

"Lettable Unit" means the Property and any other parts of the Estate which

are from time to time let or designed and intended for letting to occupational

tenants

"Service Charge" means a fair proportion of the Total Expenditure to be

determined from time to time by the Landlord's surveyor whose determination

shall be final and binding save in the case of manifest error

"Services" means the services referred to in Part III of this Schedule

"Total Expenditure" means the total expenditure properly paid or incurred by

the Landlord in any Accounting Period in providing the Services and the total

expenditure properly paid or incurred by the Landlord in any Accounting

Period under the optional heads of charge set out in Part IV of this Schedule

In determining the amount of the Service Charge the fair proportion payable by the

Tenant of the cost of any Utility supplied via an initial supply made to the Landlord

shall so far as possible be established by readings taken in such manner and at such

times as the Landlord shall from time to time reasonably require of the check meters

from time to time installed for that purpose and otherwise the fair proportion shall be

determined from time to time by the Landlord's surveyor whose determination shall

be final and binding save in the case of manifest error

The length of the Term the length of the residue of the Term and the protected or

excluded status of the tenancy created by this Lease are not relevant factors in

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)


ascertaining the Total Expenditure or determining the Service Charge payable by the

Tenant

Any omission by the Landlord to include in any Accounting Period a sum expended

or a liability incurred in that Accounting Period shall not preclude the Landlord from

preparing and serving a revised Certificate for the relevant Accounting Period or

including such sum or amount of such liability in any subsequent Accounting Period

A sum shall be deemed to have been incurred in a particular Accounting Period if the

Landlord enters into an obligation to pay such sum (even though it is paid after the

relevant Accounting Period) provided that the relevant Service is provided in whole or

in part in that Accounting Period

As soon as reasonably practicable after the expiration of each Accounting Period

there shall be served upon the Tenant a Certificate containing the following

information:-

5 •

0

the amount of the Tota! Expenditure for that Accounting Period together with a

fair summary of the Hems comprised therein

the total cf the Interim Charges paid by the Tenant in respect of that

Accounting Period and any surplus carried forward from the previous

Accounting Period

the amount of the Service Charge in respect of that Accounting Period and of

any excess or deficiency of the Service Charge over the Interim Charges paid

during that Accounting Period

The Certificate shall be final and b'nding on the Tenant (save in the event of manifest

error) but the Tenant or its representatives shall be entitled on giving reasonable

notice in writing within one month of receiving the Ceiificate (but without prejudice to

paragraph 4 of Part II of this Schedule) to inspect the receipts vouchers and accounts

relating to the Total Expenditure

If the Expiry of the Term occurs during an Accounting Period or if it is otherwise

necessary to apportion the Service Charge over part of an Accounting Period the

Total Expenditure for that Accounting Period shall be deemed to have been

expended equally on a day to day basis over the Accounting Period and shall bo

apportioned accordingly

If following a request from the Tenant the Landlord decides to provide any Service

outside the hours that the Landlord from time to time considers to be the reasonable

hours for the provision of that Service then when calculating the Service Charge the

Landlord may apportion to the Tenant the whole of the cost of providing that Service

or such other proportion determined from time to time by the Landlord's surveyor

whose determination shall be final and binding save in the case of manifest error

(1)

(2)

(3)

9.


10. The Landlord shall not be liable for the failure to carry out any repair decoration

maintenance or renewal until the expiry of a reasonable time after the Landlord is

notified of the want of repair decoration maintenance or renewal in writing and the

Landlord shall not be under any obligation to provide the Services and shall not be in

breach of its obligations in this Lease if the Services are not provided:-

(1) due to the Landlord being prevented from so doing by circumstances beyond

its reasonable control including (without limitation) breakdown damage the

need for inspection or repair shortage of fuel equipment or materials

inclement weather strikes or lockouts

(2) as a result of works being carried out at the Estate which means that it is not

reasonably possible to provide the Services

(3) while the Rent is in arrear

but in the circumstances set out in paragraphs (1) and (2) the Landlord shall use all

reasonable endeavours to restore the Services as soon as reasonably possible

Part II - Payment Details

The Tenant shall pay the Service Charge and payment shall be made in the manner

prescribed in this Schedule

The Tenant shall pay the Interim Charges by four quarterly payments in advance on

the usual quarter days

If the Interim Charges paid by the Tenant in respect of any Accounting Period exceed

the Service Charge for that period the surplus of the Interim Charges so paid over

and above the Service Charge shall be carried forward by the Landlord and credited

to the account of the Tenant in computing the Service Charge in succeeding

Accounting Periods provided that as soon as reasonably practicable after the

production of the Certificate for the Accounting Period current at the Expiry of the

Term any such surplus shall be refunded to the Tenant

If the Service Charge in respect of any Accounting Period exceeds the Interim

Charges paid by the Tenant in respect of that Accounting Period together with any

surplus carried forward from the previous Accounting Period then the Tenant shall

pay the excess to the Landlord within 5 Working Days of written demand after service

of the Certificate on the Tenant and this obligation shall continue to apply after the

Expiry of the Term


Part lil - The Services

Inspecting maintaining repairing replacing refurbishing renewing and rebuilding the

Fstate and any part of the Estate (but not any Lettable Unit)

Cleaning decorating redecorating and refurbishing as often as in the opinion of the

Landlord may be requisite of the Estate and any part of the Estate including the

Common Parts (but not any Lettable Unit)

(1) Leasing purchasing and installing any Plant which the Landlord considers to

be in the interest of good estate management

(2) Inspecting servicing maintaining repairing replacing and renewing any

items of Plant comprising part of the Common Parts

(3) Operating any items of Plant which comprise part of or relate to the Common

Parts including the supply of all Utilities required for its operation

(1) Providing hot and cold water and the usual requisites and facilities to the

toilets and washing facilities in the Common Parts (if any)

(2) Providing maintaining repairing replacing amending cultivating and renewing

any amenity features in the Common Parts

(3) Purchasing leasing installing inspecting maintaining repairing and replacing

any decorative and functional lighting of the Common Parts

(4) Purchasing leasing installing inspecting maintaining repairing and replacing

any systems equipment or treatment for pest control

Providing the Utilities or communication facilities tc the Estate other than those which

are supplied direct to any Lettable Unit and which the occupier pays or is to pay

direct to the supplier

Purchasing leasing installing inspecting servicing maintaining repairing renewing

and operating any structures facilities or systems designed to provide security to tho

Estate or any part of the Estate or fire prevention detection or extinguishing facilities

for the Estate (other than any of the aforementioned systems or facilities which

independently and exclusively serve any Lettable Unit and which form part of the

demise of that Lettable Unit)

Providing maintaining and renewing signage in the Common Parts

Complying with any statutory pro"ision or any requirement of or obligation to any

local or other competent authority which relates to the Estate or any part of the Esta+e

(other than those exclusively relating to any Lettable Unit) and carrying out any works

requi.red by or complying with the requirements of the district surveyor the fire officer

or the insurers of the Estate (but not so far as they relate exclusively to any Lettable

Unit)

3.

5.

0


Keeping any landscaped areas comprising part of the Common Parts neat and tidy

and well tended and stocked with shrubs

Q

Part IV - Optional Heads of Charge

Enforcing or attempting to enforce whenever and as often as the Landlord thinks fit of

any covenant or obligation relating to the Estate or any part of the Estate but in the

event that the costs are recovered from the person against whom the covenant or

obligation has been enforced the amount recovered (net of Value Added Tax) shall

be credited against the Total Expenditure

Establishing maintaining and operating any bank account used for the receipt of the

Interim Charges the receipt of the Service Charges and the payment of the Total

Expenditure including all fees charges and interest

The cost to the Landlord in making payments of Value Added Tax payable in respect

in the Services between the date of such payment and the date on which the Value

Added Tax is recovered or on which credit is given in respect of the Value Added Tax

paid

All charges assessments rates impositions taxes and (without limitation) other

outgoings payable or paid by the Landlord in respect of the Estate or any part of the

Estate or in respect of the consumption of the Utilities (other than those exclusively

relating to any Lettable Unit)

Complying with any covenant or obligation affecting the Estate (including without

limitation the cost of complying with the obligations contained in any Superior Lease

other than the payment of the rent reserved thereby) but excluding any such

covenant or obligation which the Tenant is obliged to perform under the terms of this

Lease

Making representations in respect of or contesting the incidence of the provisions of

any legislation order statutory requirement regulation or bye law which relates to or

affects the Estate

Abating any nuisance or annoyance emanating from the Estate and executing all

such works as may be necessary for abating such a nuisance or annoyance

Disposing of refuse from the Estate including the collection storage and compaction

of refuse the purchase leasing cleansing repair servicing and replacement of

receptacles and equipment in connection therewith

Any Value Added Tax and (without limitation) any other taxes payable in connection

with the provision of the Services the receipt of the Interim Charges the receipt of the

4

0

0


Service Charges the payment of the Total Expenditure or otherwise incurred in

connection with the operation of the matters referred to in this Schedule

10. The provision and maintenance of the general management of the Estate including

without prejudice to the generality of the foregoing:-

(1) retaining contractors agents surveyors consultants and other personnel in

connection with the provision of the Services the general management of the

Estate and collecting the Rents

(2) the proper fees and expenses of the Landlord (including a reasonable notional

fee) in performing and carrying out the general management of the Estate and

the provision of the Services

(3) the provision of fuel oil gas and electricity or other energy supplies or power

sources from time to time used in running or operating the Services

(4) the supply and maintenance repair and renewa' of any carpets furniture or

other furnishings for any part of the Estate provided by the Landlord for the

management of the Estate

(5) the cost of employing any accountant or surveyor to produce the Certifcate to

determine the cost of providing the Services in ascertaining the Total

Expenditure and in calculating the Service Charge and the Interim Charges

11. Any other proper costs or expenses incurred by the Landlord in accordance with the

principles of good estate management in relation to the provision supervision

management or enhancement of any Service any improvement in the Services or in

providing any other service or facility to the Estate (including the carrying out of

works) even though not specifically referred to in this Schedule


) SIGNED AS A DEED by CSM SITE SUPPLIES LIMITED acting by one director

) )

> \ . . . i W . . V l ' l f e / x . . . . . . . . . L .V\ {print name of Director)

y -{signature of Director)

in the presence of:

.Svd[kr..r witness signature

- ̂ tfnr c. witness name printed

.. .trrPs.l̂ S witness address

yj . •rr»r cT^-i JHL .Vr̂ v,.

VJo UJ vJ v.3 3 A£- -

witness occupation A M ."s.


counterpart/ estate lease - amazon s3€¦ · lr1. date of lease txcir- day of 2017 lr2. title...

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