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Exhibit 10.12
DATED___________________________________________ 1998
X X XXXXXXX ESQ, X X XXXXXXX ESQ
AND X X XXXXXXXX ESQ
(TRUSTEES OF THE REYNARD RACING CARS LTD
DIRECTORS' PENSION SCHEME)
- and -
REYNARD MOTORSPORT LIMITED
- and -
R.T.C. MANAGEMENT COMPANY LIMITED
COUNTERPART/
L E A S E
re
Xxxx 0
Xxxxxxx Xxxx
Xxxxxxxx
Xxxxxxxxxxxxxxxx
XXXXXX X XXXXXXXX
Solicitor
Old Rectory Offices
Park House
Over Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxxxxxxxx XX0 0XX
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THIS LEASE is made the day of
One Thousand Nine Hundred and Ninety-eight
BETWEEN
(1) XXXXXX XXXX XXXXXXX of Xxxxxxx Centre Telford Road Bicester
Oxfordshire and XXXXXXX XXXX XXXXXXX of Xxxxxxxxx Xxxxx 00 Xxxxx
Xxxxxx Xxxxxxxx aforesaid and XXXXXX XXXXX XXXXXXXX of Park House Over
Xxxxxx Chipping Norton Oxfordshire (hereinafter called "the Landlord")
and
(2) REYNARD MOTORSPORT LIMITED whose registered office is at Reynard
Centre Telford Road Bicester Oxfordshire (hereinafter called "the
Tenant")
(3) R.T.C. MANAGEMENT COMPANY LIMITED whose registered office is at 0-0
Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx having Company Registration Number
3444931 (hereinafter called "the Company")
WITNESSES as follows:
INTERPRETATION
1 IN THIS LEASE
1.1 the following expressions shall have the following
meanings:
"Landlord" includes where the context admits the estate owner
for the time being of the reversion immediately
expectant on the termination of the Term
"Tenant" includes where the context admits the successors
in title of the Tenant
"Term" means the term hereby granted and includes where
appropriate any extension thereof by agreement or
pursuant to any Act
"Premises" means the property described in the First Schedule
together with all additions and improvements
thereto and all additions and fittings therein or
thereon
"Act" means any Act of Parliament now or hereafter to be
passed
"Parking Area" means the area designated for parking tinted
red on the Plan comprising 46 spaces
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"Planning Acts" means the Act or Acts for the time being in force
relating to town and country planning
"Rents" means the rents reserved in Clause 2
"Principal Rent" means the rent first reserved in
Clause 2
"Landlord's Surveyor" means the surveyor for the time being of the
Landlord
"Insured Risks" means insurance against loss or damage by fire
storm tempest flood lightning explosion aircraft
articles dropped therefrom riot or civil commotion
malicious damage impact bursting and overflowing
of pipes heave landslip subsidence terrorism and
such other risks as the Landlord shall from time
to time during the Term properly determine
"termination of the Term" means the determination of the Term whether by
effluxion of time re-entry notice surrender
(whether by operation of law or otherwise) or by
any other means whatsoever
"the last year of the Term" means the year of the Term ending on the
termination of the Term
"notice" means notice in writing
"Part with possession" includes an agreement to part with possession
"underlet" includes an agreement to underlet
"underlease" and
"sub-underlease" include an agreement for underlease or
sub-underlease
"Consent of the Landlord" means a consent in writing signed by the Landlord
not to be unreasonably withheld or delayed
"approved" and "authorised" means as the case may be approved or authorised in
writing by the Landlord
"Amenity Area" means those areas of the Estate tinted green on
the Plan and available for use by the Tenant and
which are not exclusively owned
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by or leased to any person or body (other than
R.T.C. Management Company Limited)) and everything
upon that area and the boundary walls of the
Estate together with all conduits within the
Amenity Area
"Estate" means the land shown for identification purposes
only edged blue on the Plan and the buildings
constructed on that land known together as Reynard
Park
"Estate Expenses" means the costs and expenses referred to in the
Fourth Schedule
"Inherent Defect" any defect in the design of or materials used in
the structure or any part of the Premises or in
the construction of the Premises or any works
carried out to the Premises whether by the
Landlord or any predecessor in title to the
Landlord and whether before or after the date of
this Lease or any unfitness for purpose of any
materials used in any such works or as a result of
such materials not being of merchantable quality
or attributable to workmanship not carried out in
a good and workmanlike manner in accordance with
good building practice and all relevant British
Standards and Codes of Practice and any "snagging
items" as listed in any "snagging list" annexed to
a Certificate of Practical Completion relating to
any works carried out by or on behalf of the
landlord or any predecessor in title
"Percentage Proportion" means 10 per centum
"Perpetuity Period" means the period commencing today and expiring
EIGHTY (80) years after today
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"Plan" means the annexed plan showing for identification
purposes only the Premises the Parking Area and
the Estate
"Services" means all or any facilities services or matter
passing through any conduit
"Interest" means interest at the rate of 4% above National
Westminster Bank plc base rate from time to time
and payable upon any rents payable under this
Lease and which are more than 14 days in arrears
such interest to accrue from the date upon which
the relevant sum is due until the date of actual
payment
"The Machinery" all present and future machinery boilers air
conditioning plant extractor fans and units
radiators hoists lifts pumps and other apparatus
of a like nature on the Premises
1.2 where the context requires:
1.2.1 words importing the singular include the plural and vice versa
1.2.2 words importing the masculine include the feminine and neuter
1.2.3 where a party consists of more than one person covenants and
obligations of that party shall take effect as joint and
several covenants and obligations
1.3 references to any Act include references to any statutory modification
or re-enactment thereof for the time being in force and any order
instrument regulation or by-law made or issued thereunder
1.4 the side notes shall not in any way affect the construction of this
Lease
DEMISE
2 THE LANDLORD hereby demises the Premises to the Tenant TOGETHER WITH
the rights granted in Part I of the Second Schedule RESERVING to the Landlord
and the Company the rights set out in Part II of the Second Schedule and SUBJECT
TO all rights and easements (if any) enjoyed by any adjoining or neighbouring
property over or in respect of the Premises TO HOLD for the term of twelve years
from the day of 1998 Paying during the term
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RENTS UNTIL 1ST October 1998 no rent and thereafter the yearly rent of ONE
HUNDRED AND SIXTY-EIGHT THOUSAND ONE HUNDRED AND SEVENTY-FIVE POUNDS
(pound)168,175.00) or such sum as shall be determined pursuant to the
rent review provisions contained in the Sixth Schedule such rent to be
paid without any deduction (except as required by any Act) by four
equal quarterly payments in advance on the 1st March, 1st June, 1st
September and 1st December in each year the first payment or the
appropriate proportion thereof to be paid upon the date hereof and
Secondly a yearly rent equal to the reasonable and proper sum or sums
properly paid by the Landlord in performance of the Landlord's covenant
for insurance in Clause 5.2 such yearly rent to be paid on demand and
Thirdly on demand from time to time by the Company or its duly
appointed agent the Percentage Proportion of the Estate Expenses and in
the event that any such sum thirdly payable hereunder remains unpaid
fourteen (14) days after becoming due and payable the Tenant will pay
Interest thereon
TENANT'S COVENANTS
3 THE TENANT covenants with the Landlord and separately (in respect of
sub-clauses 3.7 and 3.17 and 3.22.4 - 3.22.8 inclusive and 3.29 only ) with the
Company:-
RENT
3.1 To pay the Rents together with any Value Added Tax thereon
(but only following delivery of a valid Value Added Tax
invoice addressed to the Tenant) at the times and in
manner aforesaid without any deduction (except as
aforesaid) and if so required by bankers standing order
3.2 3.2.1 To defray (or in the absence of direct
assessment on the Premises to pay to the
Landlord a fair proportion of) all existing
and future community charges rates taxes
assessments charges and outgoings payable in
respect of the Premises or any part thereof
by any estate owner landlord tenant or
occupier thereof (save only for any such
occasioned by any disposition of or dealing
with or the ownership of any estate or
interest expectant in reversion on the
termination of the Term)
OUTGOINGS 3.2.2 If before the termination of the Term the
Tenant or any undertenant or occupier of the
Premises or any part thereof shall cease to
occupy the same or to use the same for the
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purpose for which the same were constructed
or have been adapted and if after the
termination of the Term the Landlord shall
pursuant to section 17 or 17A of the General
Rates Xxx 0000 pay any rates or surcharge
additional to rates to pay to the Landlord a
sum equal to the amount of such payments
attributable to such cessation of occupation
or use and in addition to any such payments
that the Landlord would have had to make if
such cessation had not taken place
CHARGES FOR SERVICES
3.3 3.3.1 To pay the suppliers thereof all charges for
gas water electricity and other services
(including meter rents) consumed in the
Premises during the Term
3.3.2 To comply with the requirements and
regulations of the supply authority with
regard to the electrical wiring
installations and equipment and (if any) the
gas pipes installations and equipment in the
Premises PROVIDED THAT the Tenant will
within 28 days of the Landlord's request
supply such details of any alterations or
additions carried out by or on behalf of the
Tenant as the Landlord may reasonably
require and PROVIDED FURTHER that the Tenant
will at the request of the Landlord upon the
termination of the term remove any such
alterations or additions and reinstate the
installations and make good any damage
caused to the reasonable satisfaction of the
Landlord
REPAIR
3.4 3.4.1 At all times during the said term to keep
the Premises and every part thereof and all
additions thereto and the Landlord's
fixtures and fittings thereon (including all
windows window frames doors door frames
plate glass and fibreglass and the pipes and
sanitary and water apparatus thereof) in
good and substantial repair and condition
(damage by an Insured Risk or resulting from
an Inherent Defect excepted)
3.4.2 Without prejudice to the generality of the
preceding paragraph 3.4.1 of this sub-clause
at all times to keep the Machinery in or
about the Premises in proper repair and in
good working order
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and condition keeping the same free from
rust and clean and oiled and from time to
time to replace renew and reinstate any
parts of the machinery which may become
broken lost worn out or unfit for use
3.4.3 to maintain in working order and to power
the lights affixed to the exterior of the
Premises for the purposes of providing light
to those parts of the Estate adjacent to the
Premises
PERMISSION FOR REINSTATEMENT
3.5 If the Premises shall be destroyed or damaged by any of the
Insured Risks if so required to join with the Landlord but at
the Landlord's cost in making application for any planning or
other permission necessary for rebuilding or reinstating the
Premises
MAINTENANCE OF MACHINERY
3.6 To enter into agreements with the manufacturers or with the
approved maintenance contractors for the regular inspection
and servicing of the machinery serving any lifts or lift
shafts or heating or air-conditioning system in the Premises
EXTERNAL PAINTING
3.7 In the third year of the Term and in the last year of the Term
(provided that the Tenant shall be under no obligation to
carry out such works twice in any period of twelve months) in
a proper and workmanlike manner to clean all the outside
surfaces of the Premises and thereafter prepare and paint all
outside surfaces usually painted with three coats of good
quality paint of an approved colour
INTERNAL PAINTING
3.8 3.8.1 In every fifth year of the Term and the last
three months of the last year of the Term in
a proper and workmanlike manner to prepare
and paint all inside surfaces of the
Premises usually painted with two coats of
good quality paint and to strip and repaper
all inside surfaces usually papered and to
restore all other inside surfaces to their
proper condition and appearance
3.8.2 In complying with this covenant in the last
three months of the last year of the Term to
use only material of an approved colour
quality and finish
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LANDLORD'S RIGHT OF INSPECTION
3.9 To permit the Landlord and any authorised person at all
reasonable and mutually convenient times upon previous
notice to enter and inspect the Premises
COMPLIANCE WITH NOTICES TO REMEDY
3.10 3.10.1 To comply with any notice given by the
Landlord requiring the Tenant to remedy any
breach of the Tenant's covenants found upon
any such inspection
3.10.2 If the Tenant shall not within a reasonable
time (in the context of the relevant breach)
comply with any such notice to permit the
Landlord and any authorised person to enter
the Premises to remedy any such breach
3.10.3 To pay to the Landlord on demand all the
reasonable costs and expenses properly
incurred by the Landlord under the
provisions of sub-clause 3.10.2.
WINDOW CLEANING
3.11 To clean the windows in the Premises as often as shall be
reasonably necessary
YIELD UP
3.12 At the termination of the Term
3.12.1 to yield up the Premises (tenant's or trade
fixtures only excepted) fully in accordance
with the foregoing Tenant's covenants as to
repair
3.12.2 to make good any damage caused to the
Premises by the removal of the Tenant's
fixtures fittings furniture and effects and
by the reinstatement of the Premises
pursuant to any covenant with the landlord
REIMBURSEMENT OF EXPENDITURE
3.13 To reimburse to the Landlord all reasonable expenditure
properly incurred by the Landlord forthwith after the
termination of the Term in repairing painting and
decorating the Premises so as to put them into the
condition required by the foregoing Tenant's covenants
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MAINTENANCE OF PARTY WALLS
3.14 To pay a fair proportion (to be determined by the
Landlord's Surveyor acting reasonably) of the reasonable
expenses properly incurred in respect of any repairing and
cleansing of any party walls fences sewers drains channels
sanitary apparatus pipes wires passageways stairways
entrance ways roads pavements and other things the use of
which is common to the Premises and to other property
WORK ON ADJOINING PROPERTY
3.15 To permit the Landlord and any authorised person at all
reasonable and mutually convenient times upon reasonable
prior notice (save in cases of emergency) to enter the
Premises to repair renew cleanse or alter any adjoining or
neighbouring property including the Amenity Area PROVIDED
that such rights shall only be exercised where it is
otherwise not reasonably possible to carry out such works
and the Landlord shall use all endeavours to cause the
minimum possible inconvenience or disruption to the Tenant
and shall make good forthwith all damage to the Premises
caused by such works
ALTERATIONS AND WASTE
3.16 Not without the consent of the Landlord to erect or permit
or suffer to be erected any other building structure pipe
wire mast or post upon the Premises nor to make or permit
or suffer to be made any alteration therein or addition
thereto (PROVIDED THAT this provision shall not apply to
internal demountable partitioning which the Tenant may
install or remove without the need for any consent) nor
alter the external appearance of the Premises nor to commit
or permit or suffer any waste spoil or destruction in or
upon the Premises nor (save for the purpose of affixing
fixtures and fittings partitioning or similar items) to cut
injure or remove or suffer to be cut injured or removed any
of the roofs structural walls (whether outside or inside)
floors joists timbers wires pipes drains appurtenances or
fixtures thereof
SIGNAGE
3.17 Not to affix or display or permit or suffer to be affixed
or displayed upon any part of the exterior of the Premises
or to or through any window thereof any placard poster
notice advertisement name or sign whatsoever except
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3.17.1 ones that shall previously have received the
Consent of the Landlord or
3.17.2 as may be permitted pursuant to paragraph 5 of
Part I of the Second Schedule hereto
NOTICES RECEIVED
3.18 Within seven days of the receipt by the Tenant of any
notice order requisition direction or plan given
made or issued to or by a competent authority
affecting the Premises or the occupation or user
thereof to supply a copy thereof to the Landlord
and to make or join in making such objections or
representations against or in respect thereof as
the Landlord may reasonably require but at the
Landlord's cost
REQUIREMENTS OF ANY ACT OR COMPETENT AUTHORITY
3.19 To comply in every respect with the provisions of any Act
or the requirements of any competent authority in respect
of the Premises or any part thereof or in respect of the
occupation or user thereof and to indemnify the Landlord
against all claims demands expenses and liability in
respect of any breach thereof by the Tenant and to pay all
reasonable costs charges and expenses properly incurred by
the Landlord as a result of any such breach by the Tenant
PLANNING ACTS
3.20 Without prejudice to the generality of the last preceding
sub-clause not without the Consent of the Landlord in
relation to the Planning Acts
3.20.1 to make any application for planning permission in
respect of the Premises or any part thereof whether
in respect of the carrying out of any operations
works act or things or the user of the Premises or
any part thereof
3.20.2 to carry out any operations works acts or things in
the Premises or any part thereof or make any change
of use of the same for which planning permission
needs to be obtained
USE
3.21 To use and occupy the Premises only for general
industrial/high technology purposes within B1 and B2 of the
Town and Country Planning (Use Classes) Order 1987 with any
proper ancillary use (and the reference to that Order is to
be construed so as to include any modification or
re-enactment of that Order)
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PROHIBITED MATERIAL
3.22 3.22.1 Save for any such materials or liquid needed
by the Tenant in its business (provided
prior approval of the Landlord's insurers
where necessary has been obtained and that
any such liquids or materials are handled
and stored in a safe and proper manner and
excessive quantities are not kept on the
Premises) not to store or bring upon the
Premises any materials or liquid of a
specially combustible inflammable dangerous
or offensive nature
3.22.2 Not to do any act or thing whereby any
insurance effected on the Premises or any
adjoining property may be rendered void or
voidable or the rate of premium thereon may
be increased and to comply with all
requirements of the insurers as to fire
precautions relating to the Premises
3.22.3 Not to use the Premises or any part thereof
for any illegal or immoral purpose
3.22.4 To comply with all reasonable regulations
made from time to time by the Company in
respect of the Amenity Area and the Parking
Area and their use including (without
limitation) reasonable directions from time
to time given by the Company for the
regulation and control of vehicle movement
within the Amenity Area and the Parking Area
but not so as to interfere with the rights
granted in Part I of the Second Schedule
3.22.5 Not to interfere with or disturb the
existing layout of the Amenity Area and not
to place or permit or suffer to be placed
any obstruction (including without
limitation skips and packing cases)
whatsoever on the Amenity Area or in any way
hinder or block the roads on the Amenity
Area so as to restrict or hamper access to
the remainder of the Estate or neighbouring
land or Property and to use the Parking Area
only for the parking of private motor
vehicles
3.22.6 Not to cause or permit or suffer any rubbish
litter or packing materials to be left or
strewn on the Amenity Area or the Parking
Area
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3.22.7 Not to cause or permit or suffer the Amenity
Area to be used in any manner as will or may
cause damage to it or any nuisance annoyance
or inconvenience to the Landlord or the
Company or to the owners or occupiers of any
building on the Estate or to any other
person entitled to use the Amenity Area or
to any neighbouring owners or occupiers
subject only to the lawful and proper
exercise by the Tenant of rights expressly
granted to it under this Lease
3.22.8 Not to obstruct or pollute or cause damage
to any of the conduits on the Estate
3.22.9 Not to bring into or upon the Premises or do
anything which might throw on the Premises
any load or weight in excess of that which
the Premises are designed or constructed to
bear with due margin for safety nor to cause
any undue vibration to the Premises by
machinery or otherwise
3.22.10 Not to hold in the Premises any sale by
auction public exhibition or political
meeting
PROVIDED THAT it shall only be a breach by the Tenant of
the sub-paragraphs of this sub-clause 3.22 for the Tenant
itself to commit or for the Tenant to permit or suffer by
those under the control of the Tenant to commit any act
expressly prohibited in this sub-clause
ALIENATION
3.23 3.23.1 Alienation prohibited
Not to hold the Premises on trust for
another and not to part with the possession
of the Premises or any part of them or
permit another to occupy them or any part of
them except pursuant to a transaction
permitted by and effected in accordance with
the provisions of this Lease
3.23.2 Assignment, subletting and charging of part
Not to assign, sublet or charge part only
of the Premises
3.23.3 Assignment of the whole
Subject to clauses 3.23.4 Circumstances and
3.23.5 Conditions, not to assign the whole
of the Premises without the consent of the
Landlord (which shall not be unreasonably
withheld or delayed)
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3.23.4 Circumstances
If any of the following circumstances -
which are specified for the purposes of the
Landlord and Xxxxxx Xxx 0000 section 19(1A)
- applies either at the date when
application for consent to assign is made to
the Landlord, or after that date but before
the Landlord's consent is given, the
Landlord may withhold his consent and if,
after the Landlord's consent has been given
but before the assignment has taken place,
any such circumstances apply, the Landlord
may revoke his consent, whether his consent
is expressly subject to a condition as
referred to in subclause 3.23.5.4 of clause
3.23.5 Conditions or not. The circumstances
are:-
3.23.4.1 that any sum lawfully due
from the Tenant under this
Lease remains unpaid in
circumstances where the
Landlord has given express
notice of the same to the
Tenant
3.23.4.2 that in the Landlord's
reasonable opinion the
assignee is not a person
who is likely to be able
to comply with the
tenant's covenants in this
Lease and to continue to
be able to comply with
them following the
assignment,
3.23.4.3 that the assignee or any
guarantor for the assignee
(other than any guarantor
under an authorised
guarantee agreement,) is a
corporation registered or
otherwise resident in a
jurisdiction in which the
order of a court obtained
in England and Wales will
not necessarily be
enforced against the
assignee or guarantor
without any consideration
of the merits of the case.
3.23.5 Conditions
The Landlord may impose any or all of the
following conditions ( which are specified
for the purposes of the Landlord and Xxxxxx
Xxx 0000 section 19(1A) ) on giving any
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consent for an assignment by the Tenant, and
any such consent is to be treated as being
subject to each of the following:-
3.23.5.1 a condition that upon or
before any assignment and
before giving occupation
to the assignee, the
Tenant requesting consent
to assign must enter into
an authorised guarantee
agreement in favour of the
Landlord substantially in
the terms set out in the
Fifth Schedule (The
Authorised Guarantee
Agreement)
3.23.5.2 a condition that if
reasonably so required by
the Landlord on an
assignment to a limited
company, the assignee must
ensure that some other
guarantor or guarantors
acceptable to the
Landlord, enter into
direct covenants with the
Landlord that the assignee
will throughout the
residue of the term of
this Lease observe and
perform the covenants on
the part of the Tenant
contained in this Lease
3.23.5.3 a condition that upon or
before any assignment, the
Tenant making the request
for consent to assign must
give to the Landlord a
copy of the health and
safety file required to be
maintained under the
Construction (Design and
Management) Regulations
1994 containing full
details of all works
undertaken to the Premises
by that Tenant, and
3.23.5.4 a condition that if, at
any time before
completion of the
assignment, the
circumstances specified
in clause 3.23.4
Circumstances, or any of
them apply, the Landlord
may revoke the consent
by written notice to the
Tenant
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3.23.6 Subletting
Not to sublet the whole of the Premises
without the consent of the Landlord (which
shall not be unreasonably withheld or
delayed)
3.23.7 Terms of a permitted sublease
Every permitted sublease must be granted,
without a fine or premium at a rent not less
than whichever is the greater of the then
open market rent payable in respect of the
Premises or the rent payable under this
Lease and the rent payable under the
sublease payable in advance on the days on
which the Rent is payable under this Lease.
Every permitted sublease must contain
provisions:-
3.23.7.1 prohibiting the subtenant
from doing or allowing
anything in relation to
the Premises inconsistent
with or in breach of the
provisions of this Lease,
3.23.7.2 for re-entry by the
sub-landlord on breach of
any covenants by the
subtenant,
3.23.7.3 imposing an absolute
prohibition against any
further subletting of the
whole or any part of the
Premises,
3.23.7.4 prohibiting assignment of
the whole of the Premises
without the consent of the
Landlord under this Lease
(which consent shall not
be unreasonably withheld
or delayed)
3.23.7.5 requiring the assignee on
any assignment of the
sublease to enter into
direct covenants with the
Landlord to the same
effect as those contained
in clause 3.23.8
Sub-Tenant's Direct
Covenants,
3.23.7.6 prohibiting the sub-tenant
from holding on trust for
another or permitting
another to share or occupy
the whole or any part of
the Premises save with a
group company of the
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sub-tenant on the same
basis as in clause 3.23.11
of this Lease
3.23.7.7 imposing in relation to
any permitted assignment
or charge the same
obligations for
registration with the
Landlord as are contained
in this Lease in relation
to dispositions by the
Tenant
3.23.8 Subtenant's direct covenants
Before any permitted subletting, to ensure
that the subtenant enters into a direct
covenant with the Landlord that while he is
bound by the tenant's covenants in the
sublease the subtenant will observe and
perform the tenant's covenants contained in
this Lease (except the covenant to pay the
rent reserved by this Lease ) and in that
sublease.
3.23.9 Sublease rent review
3.23.9.1 the Tenant must ensure
that the rent is reviewed
in accordance with the
terms of the sublease,
3.23.9.2 the Tenant must not agree
the reviewed rent with the
subtenant without the
approval of the Landlord
3.23.9.3 where the sublease
provides such an option
the Tenant must not
without the approval of
the Landlord agree whether
the third party
determining the revised
rent in default of
agreement should act as an
arbitrator or as an expert
3.23.9.4 the Tenant must not,
without the approval of
the Landlord agree any
appointment of a person to
act as a third party
determining the revised
rent
3.23.9.5 the Tenant must
incorporate as part of his
representations to that
third party
representations required
by the Landlord, and
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3.23.9.6 the Tenant must give
notice to the Landlord
of the details of the
determination of every
rent review within seven
days
3.23.10 Registration of permitted dealings
Within 28 days of any assignment, charge or
sublease or any transmission or other
devolution relating to the Premises, to
produce a certified copy of any relevant
document for registration with the
Landlord's Solicitor, and to pay the
Landlord's Solicitor's reasonable charges
for registration of at least (pound)25.00.
3.23.11 Sharing with a group company
Notwithstanding clause 3.23.1 Alienation
Prohibited the Tenant may share occupation
of the whole or any part of the Premises
with a company that is a member of the same
group as the Tenant within the meaning of
the Landlord and Xxxxxx Xxx 0000 section 42,
for so long as both companies remain members
of that group and otherwise than in a manner
that transfers or creates a legal estate
NOTICE OF DAMAGE
3.24 In the event of the Premises being destroyed or damaged to
give notice thereof immediately upon becoming aware of the
same to the Landlord stating (if possible) the cause of such
destruction or damage
SALE OR RE-LETTING NOTICES
3.25 To permit the Landlord during the Term to affix and retain
without interference upon any suitable and conspicuous part of
the Premises (but not so as materially to affect the access of
light and air to the Premises) a notice for reletting the same
(if the termination of the Term is a prospective possibility)
or selling the Landlord's interest in the Premises and to
permit persons with written authority of the Landlord or the
Landlord's agent at reasonable and mutually convenient times
of the day to view the Premises accompanied by the Landlord or
its agent
COSTS
3.26 To pay to the Landlord on demand all reasonable and proper
costs charges and expenses (including reasonable and proper
legal and surveyors' fees and costs and value added tax
thereon) of and incidental to:-
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3.26.1 every application made by the Tenant for the
consent of the Landlord where the same be
granted or lawfully refused or proffered
subject to any lawful qualification or
condition or where the application be
withdrawn
3.26.2 the preparation and service of a notice
under Section 146 of the Law of Property Xxx
0000 notwithstanding that forfeiture is
avoided otherwise than by relief granted by
the Court
3.26.3 any schedule relating to wants of repair to
the Premises whether served during or within
three months after the termination of the
Term
3.26.4 the preparation and completion of this Lease
and Stamp Duty payable on the Counterpart
INTEREST
3.27 To pay to the Landlord Interest on any sum due pursuant to the
provisions of this Lease and the aggregate amount for the time
being so payable shall at the option of the Landlord be
recoverable by action or as rent in arrear
VALUE ADDED TAX
3.28 Whenever any sum is payable by the Tenant on which Value Added
Tax or any other tax is properly payable on presentation of a
proper VAT invoice to pay to the Landlord in addition to such
sum the amount of the Value Added Tax or other tax thereon at
the rate applicable to that payment
OBSTRUCTIONS AND EASEMENTS
3.29 Not permanently to obstruct or permit or suffer to be
obstructed any of the windows lights or ventilators belonging
to the Premises nor to permit or suffer any new window light
ventilator passage drainage or other encroachment or easement
to be made into against or over the Premises or any part
thereof AND in case any encroachment or easement whatsoever
shall be attempted to be made or acquired by any person
whomsoever to give notice thereof to the Landlord immediately
the same shall come to the knowledge of the Tenant and at the
cost of the Tenant do all such things as may be proper for
preventing any new encroachment or easement being made or
acquired
LANDLORDS TITLE
3.30 Not to breach the covenants and provisions affecting the title
of the Landlord specified in the Third Schedule
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COVENANTS BY THE COMPANY
4 THE COMPANY covenants with the Tenant and (separately) with
the Landlord as follows :-
4.1 To keep the Amenity Area and the Parking Area (including plant
and equipment and service systems but excluding any conduit
exclusively serving any individual building within the Estate)
in good and substantial repair and condition and properly
cleansed lighted landscaped and made up as necessary
4.2 To insure the Amenity Area and the Parking Area with a
reputable insurance company or with Lloyd's Underwriters in no
less than the full reinstatement value of the Amenity Area
(including in that expression without limitation architects'
and surveyors' and other professional fees allowance for
inflation in building costs demolition and site clearance
expenses Value Added Tax and all other incidental expenses)
against loss or damage by fire explosion storm tempest
(including lightning) flood burst pipes and impact and (in
peacetime) aircraft and articles dropped therefrom riot civil
commotion and malicious damage and such other risks as would
normally from time to time be insured against in a
comprehensive policy and the insurance policy for the Amenity
Area and the Parking Area will contain no unusual excesses
limitations or conditions
4.3 To insure the Amenity Area and the Parking Area with a
reputable insurance company or with Lloyds's Underwriters
against public liability of the Company (and the landlord
while the Landlord has any interest in the Amenity Area)
arising out of or in connection with any matter involving or
relating to the Amenity Area
4.4 At the reasonable request of the Tenant to deliver to the
Tenant a copy of the insurance policies effected under clauses
4.2 and 4.3 and all endorsements to date and sufficient
evidence of the payment of the last premium
4.5 To observe and perform such covenants stipulations conditions
and restrictions as are contained or referred to in the
Property and Charges Register of Land Registry Title Number
NN163570 insofar as they affect the Amenity Area and will
indemnify the Tenant and (separately) the Landlord against all
costs claims demands and proceedings as may arise in
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respect of any breach of any of such covenants stipulations
conditions and restrictions
4.6 To remunerate on a reasonable and proper basis any surveyor
accountant or other professional adviser or any other agent or
other person as the Company in any case may reasonably in its
discretion from time to time decide are needed in connection
with or ancillary to the performance and observance of the
obligations undertaken by the Company under this Lease and the
general management of the Amenity Area and the Parking Area
4.7 To pay the proper cost of all charges assessments and
outgoings including general rates water rates electricity and
gas charges relating to the Amenity Area including without
limitation the cost (if applicable) of lighting the Amenity
Area and the Parking Area
4.8 To procure that the affairs of the Company are administered in
a proper and efficient manner
4.9 To make provisions for the establishment of a sinking fund in
such sum as the Company may at its reasonable discretion from
time to time decide
COVENANTS BY THE LANDLORD
5 THE LANDLORD covenants with the Tenant:
QUIET ENJOYMENT
5.1 That the Tenant paying the Rents and performing and observing
the covenants and stipulations on the part of the Tenant
herein shall peaceably hold and enjoy the Premises during the
Term without any interruption by the Landlord or any person
rightfully claiming under or in trust for the Landlord
INSURANCE
5.2 5.2.1 Office, underwriters and agency To effect
and maintain insurance in respect of the
Premises and the Estate in such substantial
and reputable insurance office, or with such
underwriters and through such agency of
similar substance and repute as the Landlord
from time to time reasonably decides
5.2.2 To effect and maintain such insurance for
the following amounts:
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5.2.2.1 the sum that the Landlord is from time to
time properly advised by the Surveyor is the
full cost of rebuilding and reinstating the
Premises, including VAT, architects',
surveyors', engineers', solicitors' and all
other professional persons' fees, the fees
payable on any applications for planning
permission or other permits or consents that
may be required in relation to rebuilding or
reinstating the Premises, the cost of
preparation of the site including
shoring-up, debris removal, demolition, site
clearance and any works that may be required
by statute, and incidental expenses, and
5.2.2.2 loss of the Rent for three years.
5.2.3 Risks insured To effect and maintain such insurance against
damage or destruction by any of the Insured Risks to the
extent that such insurance may ordinarily be arranged with a
substantial and reputable insurer for properties such as the
Premises subject to such proper excesses exclusions or
limitations as the insurer reasonably and properly requires
5.2.4. In the event of damage or destruction by any of the Insured
Risks to rebuild or reinstate the Premises forthwith and to
obtain all necessary consents in relation thereto
5.2.5 To procure that there be given a copy of any relevant policy
of insurance to the Tenant on all reasonable occasions that he
the Tenant shall so request together with evidence of the
current Premium and that it has been paid
5.2.6 To procure that the insurers under the relevant policy or
policies of insurance waive their rights of subrogation
against the Tenant and any lawful occupier of the Premises and
further to procure that the relevant policy or policies
contain a non-invalidation clause in respect of any acts or
defaults of the Tenant or other lawful occupier of the
Premises
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TRANSFER OF SHARES
5.3 Not to transfer its shares in the Company to anyone who is not
the freeholder of or does not hold some other legal interest
in the Premises
5.4. To procure a covenant by the Transferee of any shares in the
Company that it will not part with its interest in the
Premises without contemporaneously transferring its shares to
a person or company having a legal interest in the Premises
5.5 During such periods as any part of the Estate is not let on a
tenancy containing similar tenant's covenants in relation to
the maintenance use and payment of the Estate Expenses to
those herein set out or until such time as the freehold of
such unit is sold subject to such covenants at its own cost to
use all reasonable endeavours to procure the observance and
performance of such covenants in relation to any such part of
the Estate
LANDLORD TO ENFORCE COVENANTS
5.6 At the expense of the Tenant to observe and perform or (where
the relevant part of the Estate is owned or tenanted by a
third party) to enforce against the owner or occupier for the
time being of any other part of the Estate covenants of the
nature of those on the part of the Tenant contained in this
Lease :
5.7 To carry out any repairs maintenance reinstatement replacement
rebuilding or other works to the Premises arising from any
Inherent Defects
PROVISOS
6 IF:-
6.1 the Rents or any part thereof shall be in
arrear for 21 days after becoming payable
(whether formally demanded or not) or
6.2 there shall be any breach non-performance or
non-observance of any of the Tenant's
covenants or
6.3 the Tenant (being an individual) shall
become bankrupt or (being a company) shall
enter into liquidation whether compulsory or
voluntary (save for the purpose of
amalgamation or reconstruction of a solvent
company) or
6.4 the Tenant shall enter into any arrangement
or composition for the benefit of the
Tenant's creditors
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it shall be lawful for the Landlord at any time thereafter
to re-enter the Premises or any part thereof in the name of
the whole and thereupon the Term shall absolutely determine
but without prejudice to any rights of action of the
Landlord or the Tenant in respect of any antecedent breach
by the other of any of the covenants or conditions herein
SUSPENSION OF RENT
7 IF the Premises or the Parking Area or the means of access
thereto from the public highway shall at any time during the Term be so damaged
or destroyed by any of the Insured Risks so as to render the Premises unfit for
occupation and use or incapable of being occupied by virtue of inaccessibility
then (unless the insurance money shall be wholly or partly irrecoverable by
reason solely or in part of any act or default of the Tenant) the Rents or a
fair proportion thereof according to the nature and extent of the damage
sustained shall be suspended until the date when the Premises shall again be
rendered fit for occupation and use or until the date three years from the date
of such damage or destruction whichever date shall be the earlier and any
dispute with reference to this proviso shall be referred to arbitration in
accordance with the Arbitration Xxx 0000
TERMINATION AND RECONSTRUCTION
8 IF within three years of the Premises the Parking Area or the
means of access thereto from the public highway being destroyed or so damaged by
any of the Insured Risks so as to render the Premises unfit for occupation and
use or incapable of being occupied by virtue of inaccessibility and the Premises
or any material part of them still being unfit for use or occupation or
inaccessible
8.1 either party may by not less than three
months' notice expiring at any time
determine the Term and upon the expiry of
such notice the Term shall determine without
prejudice to any remedy of either party
against the other in respect of any
antecedent breach of covenant or condition
herein
8.2 if the Term is determined under sub-clause
8.1 the insurance monies (other than monies
received for loss of rent) received by the
Landlord shall be apportioned between the
Landlord and the Tenant in proportion to the
values of their respective interests in the
Premises
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NO WARRANTY AS TO USE
9 Nothing herein shall be deemed to constitute any warranty by
the Landlord that the Premises or any part thereof are under the Planning Acts
authorised for use for any specific purpose
SERVICE OF NOTICES
10 Section 196 of the Law of Property Xxx 0000 as amended by
the Recorded Delivery Services Xxx 0000 shall apply to the service of any notice
required to be served under this Lease
LIABILITY LIMITED
11 The liability of Xxxxxxx Xxxx Xxxxxxx and Xxxxxx Xxxxx
Xxxxxxxx in relation to the covenants contained in this Lease shall be limited
to the assets of the Reynard Racing Cars Limited Directors' Pension Scheme
STAMP DUTY CERTIFICATE
12 It is hereby certified that for the purposes of Section
240(2)(a) Finance Xxx 0000 there is no agreement to which this Lease gives
effect
IN WITNESS whereof the parties hereto have executed this
instrument as a Deed and have delivered it upon dating it.
FIRST SCHEDULE
The Premises
------------
All those premises known as Xxxx 0 Xxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxxxxxxx as the
same are shown for identification purposes only tinted blue on the Plan
SECOND SCHEDULE
Part I
Rights granted
--------------
1 The right at all times for the purposes of going to and
from the Premises to pass and xxxxxx with or without
vehicles over the roadways within the Amenity Area (but
excluding the right to pass and xxxxxx over any car parking
spaces other than those in the Parking Area) and on foot
only over the footpaths within the Amenity Area
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2 The right to free passage of Services through any conduits
now laid or to be laid within the Perpetuity Period in or
under the Amenity Area or the Parking Area or any other
building on the Estate for the benefit in any case of the
Premises (whether or not also for the benefit of the other
buildings within the Estate) together with the right on
reasonable prior written notice to the Company and any
owner or occupier for the time being of any building on the
Estate affected by such entry (except in case of emergency)
to enter the Amenity Area or the Parking Area for the
purpose of repairing maintaining and (where necessary)
renewing any conduit that exclusively serves the Premises
and a similar right on similar terms for similar purposes
(but only insofar as any such repair or maintenance or
renewal cannot practicably be carried out without such
entry) to enter any other building on the Estate the person
exercising such right doing as little damage as possible
and making good all damage caused by such entry
3 The right on reasonable prior written notice to the Company
and any owner or occupier for the time being of any
building on the Estate affected by such entry (except in
case of emergency) to enter the Amenity Area and the
Parking Area and any building within the Estate adjoining
the Premises for the purpose of carrying out repairs or
maintenance to any part of the Premises which cannot be
practicably carried out without such entry the person
exercising such right doing as little damage as possible
and making good all damage caused by such entry
4 The right of support and protection from any building
adjoining the Premises from time to time
5 The right to exhibit the name of the Tenant on the
signboard at the entrance to the Estate and in the style
on the signboard to be approved by the Company (such
approval not to be unreasonably withheld or delayed)
6 The exclusive right for the Tenant and those authorised by
the Tenant to park private motor vehicles in the spaces
provided in the Parking Area
Part II
Rights reserved
---------------
1 The right of free passage and running of water and soil in
and through the sewers drains and channels made or to be
made upon through or under the Premises and the free and
uninterrupted use of all gas electric telephone and other
pipes wires cables and flues upon through or under the same
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2 All rights of light air and other easements and rights (but
without prejudice to those expressly hereinbefore granted
to the Tenant) now or hereafter belonging to or enjoyed by
the premises from or over any adjoining or neighbouring
land or building
3 The right to build or rebuild or alter any adjoining or
neighbouring land or building in any manner whatsoever and
to let the same for any purpose or otherwise deal therewith
notwithstanding that the light or air to the Premises is in
any such case thereby diminished
4 The right to support and shelter and all other easements
and rights now or hereafter belonging to or enjoyed by all
adjoining or neighbouring land or buildings in respect of
which an interest in possession or reversion is at any time
during the Term vested in the Landlord
THIRD SCHEDULE
Covenants and provisions affecting the Landlord's title
-------------------------------------------------------
The matters referred to in the Charges Register of the freehold title number
NN163570
FOURTH SCHEDULE
(Details of Estate Expenses)
----------------------------
1 The reasonable costs and expenses properly incurred by the
Company from time to time in performing its obligations
under Clause 4
2 Any reasonable costs and expenses properly incurred by the
Company in providing necessary caretaking and/or security
services to the Estate
3 Any costs and expenses properly incurred by the Company in
providing any additional services or facilities from time to
time as the Company reasonably considers desirable for the
benefit of the Estate as a whole acting in the best
interests of all the occupants of the Estate
FIFTH SCHEDULE
THE AUTHORISED GUARANTEE AGREEMENT
THIS GUARANTEE is made the ......... day of................... 19 BETWEEN
(1) XXXXXX XXXX XXXXXXX of Xxxxxxx Centre Telford Road Bicester
Oxfordshire and XXXXXXX XXXX XXXXXXX of Xxxxxxxxx Xxxxx 00
Xxxxx Xxxxxx Xxxxxxxx aforesaid and XXXXXX XXXXX XXXXXXXX
of
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Park House Over Xxxxxx Chipping Norton Oxfordshire ("the
Landlord") and
(2) ________________________ the registered office of which is
("the Tenant")
NOW THIS DEED WITNESSES as follows:
1 DEFINITIONS AND INTERPRETATION
For all purposes of this guarantee the terms defined in this clause have the
meanings specified.
1.1 "THE ASSIGNEE"
"The Assignee" means .....
1.2 "THE LEASE"
"The Lease" means the lease dated............ 19 and made
between (1) Xxxxxx Xxxx Xxxxxxx and Xxxxxxx Xxxx Xxxxxxx and
Xxxxxx Xxxxx Xxxxxxxx ("the Landlord") and (2) Reynard
Motorsport Limited ("the Tenant") and (3) R.T.C. Management
Company Limited for a term of twelve years commencing on and
including
1.3 "THE PREMISES"
"THE PREMISES" means the premises demised by the Lease.
1.4 "THE LIABILITY PERIOD"
"The Liability Period" means the period during which the
Assignee is bound by the tenant covenants of the Lease
which shall not exceed the unexpired residue of the
contractual term of the Lease
1.5 TERMS FROM THE LANDLORD AND TENANT (COVENANTS)
XXX 0000
The expressions "authorised guarantee agreement" and "tenant
covenants" have the same meaning in this guarantee as in the
Landlord and Tenant (Covenants) Xxx 0000 section 28(1).
1.6 REFERENCES TO CLAUSES
Any references in this deed to a clause without further
designation is to be construed as a reference to the clause
of this deed so numbered
2 RECITALS
2.1 CONSENT REQUIRED
The Landlord's consent to an assignment of the Lease is
required.
2.2 AGREEMENT TO CONSENT
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The Landlord has agreed to give consent to the assignment to
the Assignee on condition that the Tenant enters into this
guarantee.
2.3 EFFECTIVE TIME
This guarantee takes effect only when the Lease is assigned
to the Assignee
3 TENANT'S COVENANTS
In consideration of the Landlord's consent to the assignment the Tenant
covenants with the Landlord and without the need for any express assignment with
all his successors in title as set out in this clause 3.
3.1 PAYMENT AND PERFORMANCE
The Assignee shall punctually pay the rents reserved by the
Lease and observe and perform the covenants and other terms
of it throughout the Liability Period, and if at any time
during the Liability Period the Assignee defaults in paying
the rents or in observing or performing any of the covenants
or other terms of the Lease, the Tenant shall pay the rents
and observe and perform the covenants or terms in respect of
which the Assignee is in default and make good to the
Landlord on demand and indemnify the Landlord against all
losses damages costs and expenses resulting from such
non-payment, non-performance or non-observance
notwithstanding:-
3.1.1 any time or indulgence granted by the
Landlord to the Assignee or any neglect
or forbearance of the Landlord in
enforcing the payment of the rents or
the observance or performance of the
covenants or other terms of the Lease,
or any refusal by the Landlord to accept
rents tendered by or on behalf of the
Assignee at a time when the Landlord is
entitled, or will after the service of a
notice under the Law of Property Xxx
0000 section 146 be entitled, to
re-enter the Premises
3.1.2 that the Assignee has surrendered part
of the Premises in which event the
liability of the Tenant under the Lease
is to continue in respect of the part of
the Premises not surrendered after
making any necessary
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apportionments under the Law of Property
Xxx 0000 section 140, and
3.1.3 anything else by which, but for this
clause 3.1, the Tenant would have been
released.
3.2 NEW LEASE FOLLOWING DISCLAIMER
If, during the Liability Period any trustee in bankruptcy or
liquidator of the Assignee disclaims the Lease, the Tenant
shall , if required by notice served by the Landlord within
sixty days of the Landlord becoming aware of the disclaimer
take from the Landlord forthwith a lease of the Premises for
the residue of the contractual term of the Lease as at the
date of the disclaimer, at the rent then being paid under
the Lease and subject to the same covenants and terms as in
the Lease (except that the Tenant need not ensure that any
other person is made a party to that lease as guarantor) the
new lease to commence on the date of the disclaimer and the
Tenant shall pay the reasonable and proper costs of the new
lease and execute and deliver to the Landlord a counterpart
of it.
4 SEVERANCE
4.1 SEVERANCE OF VOID PROVISIONS
Any provision of this deed rendered void by virtue of the
Landlord and Tenant (Covenants) Xxx 0000 section 25 is to be
severed from all remaining provisions and the remaining
provisions are to be preserved.
4.2 LIMITATIONS OF PROVISIONS
If any provision of this deed extends beyond the limits
permitted by the Landlord and Tenant (Covenants) Xxx 0000
section 25, that provision is to be varied so as not to
extend beyond those limits.
SIXTH SCHEDULE
RENT REVIEWS
1 THE REVIEW DATES
The yearly rent payable under this Lease is to be reviewed on the expiry of the
fifth year and the tenth year of the Term (referred to in this Schedule as "the
review date(s)" (and "the relevant review date" is to be construed accordingly)
and with effect on and from each review date the reviewed rent (as agreed or
determined in accordance with this Schedule) is to become payable as the yearly
rent reserved by this Lease.
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2 UPWARD ONLY RENT REVIEWS The reviewed rent is to be the greater of:
2.1 the yearly rent reserved under this Lease immediately
preceding the relevant review date; and
2.2 the market rent of the Premises at the relevant review date
3 THE MARKET RENT
For the purposes of this Lease, the expression "market rent" means the best
yearly rent at which the Premises might reasonably be expected to be let in the
open market by a willing landlord to a willing tenant:
3.1 with vacant possession
3.2 for a term for the unexpired residue of the Term from the
relevant review date having rent reviews in the same terms
as this Lease
3.3 without the payment of a premium by the willing tenant
3.4 subject to the provisions of this Lease, other than the
length of the term and the amount of rent, but including
these provisions for rent review; but on the assumption, if
not the fact, that at the relevant review date:
3.5 the Premises have a net internal area of 21,700 square feet;
3.6 the Premises have been fitted out ready for occupation and
immediate use for the willing tenant's business so that the
willing tenant would not require a rent or other allowance
at the relevant review date for that purpose (but this
assumption does not affect the operation of paragraph 4.3);
3.7 in case the Premises or the Parking Area or the means of
access thereto have been destroyed or damaged or unfit for
use and occupation they have been fully reinstated or
rendered fit for use and occupation;
3.8 the Premises are in a state of full repair and the covenants
of the Tenant and the Landlord and the Company have been
fully observed and performed;
3.9 there is not in operation any statute order or instrument
regulation or direction which has the effect of regulating
or restricting the amount of rent of the Premises which
might otherwise be payable;
3.10 the Premises may be lawfully used throughout the Term for
the permitted use
3.11 the Tenant and anyone who may become the Tenant is a taxable
person who makes only taxable supplies and no exempt
supplies (words and
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expressions used in this paragraph 3.12 having the meanings
assigned to them respectively in the Value Added Tax Xxx
0000 and the regulations made under that Act) and that
demand for the Premises on the open market would not be
reduced by reason of the Landlord having elected to waive
exemption from value added tax in respect of them.
4 MATTERS TO BE DISREGARDED
In agreeing or determining the market rent the effect upon it of the following
matters are to be disregarded:
4.1 the occupation of the Premises by the Tenant
4.2 any goodwill attached to the Premises by reason of the
carrying on at the Premises of the business of the Tenant;
4.3 any improvements to the Premises made by the Tenant with the
consent of the Landlord other than those:
4.3.1 made in pursuance of an obligation to the
Landlord; or
4.3.2 for which the Landlord has made a financial
contribution; or
4.3.3 any works carried out by the tenant which has
diminished the market rent
and in this paragraph 4 reference to "the Tenant" include
predecessors in title to the Tenant, and sub-tenants of the
Tenant or of the predecessors in title of the Tenant
5 PROCEDURE FOR DETERMINATION OF MARKET RENT
5.1 The Landlord and the Tenant are to endeavour to agree the
market rent at any time not being earlier than twelve months
before the relevant review date, but if they have not agreed
the market rent three months before the relevant review date
the amount of the market rent is to be determined by
reference to the arbitration of an arbitrator
5.2 The arbitrator is to be nominated by the Landlord and the
Tenant jointly, but, if they cannot or do not do so, then he
is to be nominated by the resident for the time being of the
Royal Institution of Chartered Surveyors on the application
either of the Landlord or of the Tenant
5.3 The reference to and award of the arbitrator is to be
governed by the Arbitration Xxx 0000
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5.4 The arbitrator nominated must be a chartered surveyor having
not less than ten years' experience of leasehold valuation
of property being put to the same or similar use as the
Premises and of property in the same region in which the
Premises are situated
5.5 If the arbitrator refuses to act, becomes incapable of
acting or dies, the Landlord or the Tenant may require the
appointment of another arbitrator as provided in paragraph
5.1
6 TIME LIMITS
Time is not of the essence in agreeing or determining the reviewed rent or of
appointing an arbitrator
7 RENTAL ADJUSTMENTS
7.1 If the market rent has not been agreed or determined in
accordance with the provisions of this Schedule before the
relevant review date, then, until the market rent has been
so agreed or determined, the Tenant will continue to pay on
account rent at the rate of yearly rent payable immediately
before the relevant review date.
7.2 The Tenant will pay to the Landlord within seven days after
the time that the market rent has been agreed or determined
all arrears of the reviewed rent which have accrued in the
meantime, with Interest on each of the instalments of the
arrears from the time that it would have become due if the
market rent had then been agreed or determined until
payment becomes due from the Tenant to the Landlord under
this paragraph 7.2
8 REVIEWED RENT RESERVED IN PHASES
The Landlord and the Tenant may, at any time before the market rent is
determined by an arbitrator settle the reviewed rent in more than one amount and
agree to reserve the amounts increasing in phases until the next review date or,
if none, the expiry of the Term.
9 MEMORANDUM OF RENT REVIEW
The parties will cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the Counterpart of this Lease.
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SIGNED as a deed by )
REYNARD MOTORSPORT LIMITED )
-------------------------- )
acting by )
and by )
Director
Secretary/Director
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SIGNED as a deed by )
XXXXXX XXXX XXXXXXX ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
------------------- )
in the presence of: )
)
Signature of witness ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Print name ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Address ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
) - - - - - - - - - - - - - - - - -
)
) - - - - - - - - - - - - - - - - -
)
Occupation ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SIGNED as a deed by )
XXXXXXX XXXX XXXXXXX ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
-------------------- )
in the presence of: )
)
Signature of witness ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Print name ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Address ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
) - - - - - - - - - - - - - - - - -
)
) - - - - - - - - - - - - - - - - -
)
Occupation ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SIGNED as a deed by )
XXXXXX XXXXX XXXXXXXX ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
--------------------- )
in the presence of: )
)
Signature of witness ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Print name ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
Address ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
)
) - - - - - - - - - - - - - - - - -
)
) - - - - - - - - - - - - - - - - -
)
Occupation ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
34
36
THE COMMON SEAL of )
R.T.C. MANAGEMENT COMPANY LIMITED )
--------------------------------- )
was hereunto affixed )
in the presence of : )
Director
Secretary
35
