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EXHIBIT 10.14
DATED: MARCH 22, 1985
XXXXXX NOMINEES LIMITED
-TO-
XXXXXX XXXXX XXXXX AND XXXXX XXXXXXXX XXXXX
TRADING AS GRANTS ELECTRICAL SUPPLIES
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L E A S E
-OF-
XXXX 0 XXXXXXXXX XXXXXXXX XXXXXX XXXXXXXX
XXXX BRACKNELL BERKSHIRE
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UNIT 5
SCHEDULE OF LANDLORDS FIXTURES AND FITTINGS
Lavatories
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Gents: 1 No. Urinal and cystern with cistermiser
1 No. W.C. and partition
2 No. Wash-hand basin
1 No. Hot water heater
2 No. Bulkhead lights
Vinyl flooring
Ladies: 1 No. W.C. and partition
1 No. Wash-hand basin
1 No. Hot water heater
1 No. Sanitary towel disposal unit
2 No. Bulkhead lights
Vinyl flooring
Warehouse
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Aluminum entrance mat
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2 No. Door closers to lavatories
6 No. Suspended Sodium High Bay lights
1 No. Drinking Water Fountain
1 No. Panic bolts to emergency doors
Water tanks
2 No. Fire Exit Signs
External
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1 No. Light above shutter door
Plastic Unit number
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H. M. LAND REGISTRY
LAND REGISTRATION ACTS 1925-1971
LEASE OF PART
County and District : BERKSHIRE
: BRACKNELL
Title Number :
Property : Xxxx 0
Xxxxxxxxx Xxxxxxxx
Xxxxxx
Xxxxxxxx Xxxx Bracknell
THIS LEASE made the 22nd day of March One thousand nine hundred and eighty five
BETWEEN: -
(1) XXXXXX NOMINEES LIMITED whose registered office is at Xxxxxx Xxxxx
000 Xxxxxxxxx Xxxx Xxxxxxxxx-Xxxx-Xxxx XX00 0XX (the "Landlord") and
(2) XXXXXX XXXXX XXXXX and XXXXX XXXXXXXX XXXXX of 000 Xxxxxx Xxxx
Xxxxxxxxx Xxxx Xxxxxxx Xxxxx XX00 0XX trading as GRANTS ELECTRICAL
SUPPLIES of Southernwood Windsor Lane Great Kingshill Bucks (the
"Tenant") W I T N E S S E S as follows:-
DEFINITIONS
1. IN this Lease unless the context otherwise requires:-
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(1) "the Landlord" means the party of the first
part and shall include the
estate owner for the time
being of the reversion
immediately expectant on the
determination of the term
hereby granted
(2) "the Tenant" means the party of the
second part and includes the
successors in title and the
permitted assigns of that
party
(3) "the demised premises" means the land and premises
described in Part I of the
First Schedule hereto and
each and every part thereof
together with the
appurtenances thereto
belonging and any and all
additions alterations and
improvements thereto and the
Landlord's fixtures and
fittings as the same are at
the date hereof set out in
the Schedule annexed hereto.
(4) "the Car Park" means the car park shown and
edged xxxxx upon the plan
annexed hereto
(5) "the Centre" means the Landlord's
Business Centre of which the
demised premises form part as
the same is for the purposes
of identification edged green
(excluding first that part
edged and hatched green and
secondly the Car Park) on the
plan annexed hereto
(6) "the Estate" means the Centre together
with the Car Park
(7) "the initial rent" means the yearly rent
reserved by Clause 2(1)(a)
hereof
(8) "the insured risks" means risks in respect of
loss or damage by fire
lightning earthquake
explosion aircraft (other
than hostile
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aircraft) and other aerial
devices or articles dropped
therefrom, riot and civil
commotion and malicious damage
storm or tempest bursting or
overflowing of water tanks,
apparatus, or pipes, flood,
impact by road vehicles, the
cost of shoring up demolition
and site clearance,
Architect's Surveyors and
other professional fees and
such other risks or insurance
as may from time to time be
reasonably required by the
Landlord
(9) "the service charges" means 5.7 per centum of the
expenses and outgoings
together with VAT (if any)
thereon (save to the extent
that the Landlord can recover
the same) incurred by the
Landlord under the heads of
expenditure set out in Part I
of the Second Schedule hereto
in so far as the same relate
to the Centre
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(10) "Planning Acts" means the Town and County
Planning Acts 1971 and 1972
and any Act or Acts for the
time being in force amending
or replacing the same or of a
similar nature and includes
any order, regulation,
direction or plan made or
issued thereunder or deriving
validity therefrom
(11) "Planning means any permission,
Permission" consent or approval given
or deemed to be given under
the Planning Acts
(12) "development" bears the same meaning as
defined in the Planning Acts
(13) "the prescribed means three per centum per
above the annum rate current from
base rate" time to time of such of the
London Clearing Banks as the
Landlord shall from time to
time stipulate
2. In consideration of the rents hereby reserved and of the covenants on
the part of the Tenant hereinafter contained the Landlord HEREBY
GRANTS and DEMISES unto the Tenant the demised premises TOGETHER WITH
the
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rights mentioned in Part II of the First Schedule hereto but EXCEPT
AND RESERVING as mentioned in Part III of the First Schedule hereto TO
HOLD the same except and reserved as aforesaid unto the Tenant for a
term of Twenty-five years from the Twenty-fifth day of December, One
thousand nine hundred and eighty four YIELDING AND PAYING therefor
unto the Landlord
(1) yearly during the said term and so in proportion for any less
period than a year
(a) Until the Twenty fourth day of December One thousand
nine hundred and eighty nine the yearly rent of
Twelve thousand six hundred and seventy five pounds
(L.12,675.00)
(b) During the remaining years of the said term the
initial rent or such increased rent as may be
payable in accordance with the provisions of Clause
3 hereof
All such rents to be paid by equal quarterly payments in
advance on the Twenty fifth day of March the Twenty fourth day
of June the Twenty ninth day of September and the Twenty fifth
day of December in every year the first payment of rent
hereunder (being the proportionate payment in respect of the
period commencing on the date hereof and ending on the [23rd]
day of [June] One thousand nine hundred and eighty five) to be
made on the execution of these presents
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(2) By way of additional rent from time to time on demand without
any deduction or abatement whatsoever
(a) an amount equal to the premium paid from time to
time by the Landlord for insuring or causing to be
insured in a sum not less than the full
reinstatement value (to be determined from time to
time by the Landlord) the demised premises and all
fixtures and fittings of an insurable nature (other
than those which any tenant is entitled to remove)
against loss or damage by the insured risks
(b) an amount equal to the premium paid from time to
time by the Landlord for insuring against three
years loss of the rent and service charge from time
to time payable under these presents
RENT REVIEW
3. (1) IN this Clause unless the context otherwise requires:-
(a) "Review Date" means the Twenty fifth day
of December in the years
1989, 1994, 1999 and 2004
(b) "current market rent" means the full market rent
without any deduction
whatsoever at which the
demised premises might
reasonably be expected to be
let as a whole at the Review
Date in the open market
without a fine or premium and
with vacant possession by a
willing landlord to a willing
tenant on a Lease for a term
of years equivalent to the
remainder of the term granted
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by this Lease at such
Review Date or for a term of
ten years whichever is the
greater on the same terms and
conditions in all other
respects as this present
Lease and upon the
supposition (if not a fact)
that the Tenant has complied
with all the obligations on
its part herein imposed and
that the demised premises are
fit for immediate occupation
and use and that in case the
demised premises have been
damaged or destroyed they
have been fully restored
there being disregarded:
(i) Any effect on rent of
the fact that the
Tenant or its
predecessors in title
or any permitted
undertenant has or have
been in occupation of
the demised premises
(i) Any effect on rent of
any improvement of
the demised premises
or any part thereof
carried out by the
Tenant or its
predecessors in title
or any permitted
undertenant at its or
their own expense
otherwise than in
pursuance of any
obligation to the
Landlord
(iii) Any goodwill attached
to the demised premises
or any part thereof by
reason of any trade or
business carried on
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therein by the Tenant
or its predecessors in
title or any permitted
undertenant
(2) The initial rent or other the rent payable by the Tenant
hereunder shall be subject to increase in accordance with the
following provisions of this Clause
(3) The Landlord shall be entitled by notice in writing given to
the Tenant not earlier than six months before and not later
than six months after a Review Date to call for a review of
the initial rent or other the rent for the time being payable
by the Tenant hereunder at the Review Date and if upon any
such review it shall be ascertained or determined that the
current market rent of the demised premises at the Review Date
is greater than the initial rent or other the yearly rent
payable hereunder immediately prior to such Review Date than
as from that Review Date the yearly rent payable hereunder
shall be increased to the current market rent so ascertained
PROVIDED THAT in no circumstances shall the rent payable
hereunder following such review be less than the yearly rent
payable by the Tenant immediately prior to the Review Date
PROVIDED FURTHER THAT if on any Review Date the Landlord shall
be obliged legally or otherwise to comply with any acts of
parliament order or direction dealing with the control of rent
or which shall restrict or modify the Landlord's right to
reserve or receive any
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increase in rent in accordance with the terms and provisions
of this clause then notwithstanding the provisions of any Acts
of Parliament order or direction aforesaid the Landlord and
the Tenant shall review the rent payable hereunder from the
relevant Review Date in accordance with the provisions of this
present clause 3 there being disregarded for the purposes of
such review of rent in addition to the matters referred to in
paragraphs (i), (ii) and (iii) of subclause (b) of paragraph
(1) of this present clause 3 any effect on rent of any law for
the time being in force which imposes a restraint on receiving
an increase in the rent of the demised premises and any
increase in the rent payable hereunder by virtue of any such
review shall commence to be payable upon any relaxation,
removal or modification of such enactment, order or direction
the first payment to be in respect of the period beginning on
the day after any relaxation, removal or modification of such
enactment, order or direction and ending on the day preceding
the quarter day next following any relaxation removal or
modification as aforesaid
(4) The review as aforesaid shall in the first instance be made by
the Landlord and the Tenant or their respective Surveyors in
collaboration but if no agreement as to the amount of the
current market rent at the Review Date shall have been reached
between the parties hereto or
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their Surveyors by whichever is the later of three months
after the date of the Landlord's notice calling for such
review or the relevant Review Date then the question as to the
amount of the current market rent of the demised premises at
the Review Date shall be referred to a single arbitrator to be
appointed in default of agreement between the parties on the
application of either party by the President for the time
being of the Royal Institution of Chartered Surveyors and this
sub-clause shall be deemed to be a submission to arbitration
in accordance with the Arbitration Acts 1950 to 1979 or any
statutory modification or re-enactment thereof for the time
being in force. The decision of the arbitrator shall be final
and binding on the Landlord and the Tenant. The liability for
the costs of such arbitrator shall be decided by the
arbitrator
(5) If upon the review the amount of any increased rent shall not
be ascertained or determined prior to the Review Date the
Tenant shall continue to pay at the yearly rate payable
immediately prior to the Review Date until the quarter day
next following the ascertainment or determination of any
increased rent whereupon there shall be due as a debt payable
by the Tenant to the Landlord on demand a sum equal to the
amount by which the increased yearly rent shall exceed the
yearly rent previously payable apportioned on a daily basis
from the Review
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Date TOGETHER WITH interest thereon at the rate of three per
centum per annum below the prescribed rate from whichever
shall be the later of (i) the relevant Review Date and (ii)
the date on which the Landlord gives notice pursuant to the
provisions of clause 3(3) hereof until the date of payment
thereof provided that for the _______ of any review of rent
payable hereunder pursuant to the provisions of the second
provision ______ 3(3) hereof no such interest shall be
payable.
(6) If upon _______ as aforesaid it shall be agreed or determined
that the rent previously payable hereunder shall be ______ the
Landlord and the Tenant shall forthwith ______ complete and
sign a written memorandum recording the increased rent
thenceforth payable
TENANTS COVENANTS
4. THE Tenant for _____ and its assigns and to the intent that the
obligations _____ continue throughout the term hereby granted HEREBY
COVENANTS with the Landlord as follows:-
(1) (a) To pay _________ yearly rent at the time and in
manner aforesaid without any deduction or abatement
without any deduction or abatement whatsoever
(except in any case where the Tenant _____ obliged
by statutory authority to make any _______)
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(b) That if any sums payable by the Tenant to the
Landlord under this Lease shall not be paid within
fourteen days after the same shall have become due
or have been demanded (as the case may be) then to
pay interest thereon at the prescribed rate
calculated on a day to day basis from the date of
the same being due or demanded (as the case may be)
down to the date of payment 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
(2) To pay the service charges at the times and in the manner
provided in Part II of the Second Schedule hereto
(3) To pay and discharge all general and water rates, taxes,
duties, charges, assessments, impositions and outgoings
whether parliamentary, parochial, local or of any other
description which are now or may at any time hereafter be
taxed, charged or imposed upon or payable in respect of the
demised premises or on the owner or occupier in respect
thereof and to pay all proper proportion thereof (such
proportions being the same as contained in the definition
"Service Charges") in respect of any parts of the Estate which
the Tenant may use or be entitled to use although not included
in the demised premises other than
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(a) any tax or levy arising in respect of the grant of
this Lease and
(b) any tax in respect of any dealings with the
reversion expectant on the term hereby granted
(4) To keep the demised premises including the water ventilation
and sanitary and heating apparatus (if any) and the walls,
fences, gates, roads, sewers, drains (exclusively serving the
demised premises) plant and machinery and appurtenances thereof
in good and substantial repair and condition and maintained,
cleansed, and amended in every respect and as and when
necessary to replace all landlord's fixtures and fittings and
appurtenances belonging to the demised premises with others
which are new and of best quality and serve an equivalent
purpose damage by insured risks excepted unless payment of any
monies payable under the Insurance Policies effected by the
Landlord shall be refused by reason of the act, omission or
default of the Tenant or any undertenant or the servants,
agents and licensees of the Tenant or any undertenant
(5) Without prejudice to the generality of subclause (4) hereof:-
(a) as and whenever necessary and as to both the
exterior and the interior of the demised premises in
every fifth year of the said term and also as to
both interior and exterior during the last year of
the said term (but not during any two consecutive
years) to
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have prepared and painted or otherwise decorated or
treated (as the case may be) all surfaces and other
portions, fabrics, and finishes (i) usually painted
with two coats at least of best quality paint or
(ii) otherwise decorated or treated with best
quality materials in a proper and workmanlike manner
and so often as may be necessary to have
professionally treated in accordance with the best
approved manner for preserving and protecting the
same all other parts of the demised premises
requiring treatment for preservation and protection
and as and when necessary to clean make good and
treat with suitable preservative any rough cast
stucco work block panels or walls. All such
painting decoration or other treatments to be
carried out by the Tenant to the reasonable
satisfaction of the Landlord and in accordance with
such reasonable directions in regard thereto as may
from time to time during the term be communicated to
the Tenant by the Landlord or the duly authorized
agent of the Landlord
(b) To carry out such painting, decoration or other
treatment during the last year of the said term in
colors, tints and materials previously approved in
writing by the Landlord (such approval not to be
unreasonably withheld or delayed)
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(c) To replace all glass in the demised premises as and
when the same is broken or damaged with glass of the
same color, tint and specification and in conformity
to the glass fitted in the remainder of the demised
premises
(d) To clean all windows (both externally and
internally) and the window frames and other glass
comprised in the Demised Premises at least once in
every month
(6) At the expiration or sooner determination of the said term
quietly to yield up unto the Landlord the demised premises
(but not with trade and other Tenants fixtures) in such state
and condition as shall in all respects be consistent with a
full and due performance by the Tenant of the covenants
contained in this Lease
(7) At all times during the said term to observe and comply in all
respects with all and any provision requirement and direction
of any and every enactment (which expression in this covenant
includes as well any and every Act of Parliament already or
hereafter to be passed as any and every order, regulation,
by-law or direction already or hereafter to be made or issued
under or in pursuance of any such Act) or which may be at any
time ordered by a factory inspector or any local authority so
far as they relate to or affect the demised premises or any
additions or improvements thereto or the user thereof for the
purpose of any
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manufacture, process, trade of business or the use or
employment therein of any person or persons or any fixtures of
fittings plant machinery or chattels for the time being
affixed thereto or being therein or thereupon or used for the
purposes thereof and to execute all works and provide and
maintain all arrangements which by or under any enactment or
by any government department, local authority, factory
inspector or other public authority or duly authorized office
or court of competent jurisdiction acting under or in
pursuance of any enactment are or may be directed or required
to be executed provided and maintained at any time during the
said term upon or in respect of the demised premises or any
additions or improvements thereto or in respect of any such
user thereof or the use or employment therein of any person or
persons or fixtures machinery plant or chattels as aforesaid
whether by the Landlord or Tenant thereof and to indemnify the
Landlord at all times against all costs charges and expenses
of or incidental to the execution of any works or the
provision or maintenance of any arrangements so directed or
required as aforesaid and not at any time during the said term
knowingly to do or omit or suffer to be done or omitted on or
about the demised premises any act or thing by reason of which
the Landlord may under any enactment incur or have imposed
upon it or become liable to pay
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any penalty, damages, compensation, costs, levy, charges or
expenses PROVIDED ALWAYS that nothing in this Clause contained
shall be construed as giving to the Tenant liberty or license
to act or do anything in any way in contravention of the
provisions herein contained as to the procuration of all
necessary licenses, consents, permissions or approvals
(8) Within seven days of the receipt of the same or such earlier
date as shall be at least ten working days prior to the expiry
of the matter in question to give full particulars to the
landlord of any permission, notice, order, direction or
proposal for a notice order or direction made, given or issued
to the Tenant by any government department local or public
authority or factory inspector under or by virtue of any
statutory powers and if so required by the Landlord to produce
such permission notice, order or direction or proposal for a
notice order or direction to the Landlord AND ALSO without
delay to take all reasonable or necessary steps to comply with
any such notice, order or direction so far as the same falls
to be so dealt with as a Tenant's liability hereunder AND ALSO
at the request of the Landlord to make or join with the
Landlord in making such objections or representations against
or in respect of any such notice, order, proposal or direction
as aforesaid as the Landlord acting reasonably shall deem
expedient
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(9) (a) At all times during the said term to comply in all
respects with the provisions and requirements of the
Planning Acts and of all planning permissions so far
as the same respectively relate to or affect the
demised premises or any part thereof or any
operations works acts or things already or hereafter
to be carried out, executed, done or omitted thereon
or the use thereof for any purpose and
(b) During the said term so often as occasion shall
require at the expense in all respects of the Tenant
to obtain all such planning permissions and serve
all such notices as may be required for the carrying
out of any operations by the Tenant on the demised
premises or the institution or continuance thereon
of any use thereof which may constitute development
but so that no application for planning permission
shall be made without the previous written consent
of the Landlord and
(c) Subject only to any statutory direction to the
contrary to pay and satisfy any charge or levy that
may now or hereafter be imposed under the Planning
Acts in respect of the carrying out or maintenance
of any such operations or the institution or
continuance of any such use as aforesaid and further
to indemnify the Landlord against any liability of
the Landlord to
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pay Development Land Tax or other similar payment or
charge arising from any such operation or use as
aforesaid or any change or changes thereto
(d) Notwithstanding any consent which may be granted by
the Landlord under this Lease not to carry out or
make any alteration or addition to the demised
premises or any change of use thereof (being an
alteration or addition or change of use which is
prohibited by or for which the Landlord's consent is
required to be obtained under this Lease and for
which a planning permission needs to be obtained)
before all such notices and all such necessary
planning permissions have been produced to the
Landlord and in the case of a Planning Permission
approved by the Landlord in writing as satisfactory.
But so that the Landlord may refuse so to give its
approval to any such notice or planning permission
on the ground that any condition contained therein
or omitted therefrom or the period thereof in the
opinion of its Surveyor would be or be likely to be
prejudicial to its interest in the demised premises
or to other neighboring or adjacent premises
belonging to the Landlord whether during the said
term or following the determination or expiration
thereof and
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(e) Unless the Landlord shall otherwise direct to carry
out and complete before the expiration or sooner
determination of the said term (i) any works
stipulated to be carried out to the demised premises
by a date subsequent to such expiration or sooner
determination as a condition of any planning
permission granted to the Tenant before such
expiration or determination and (ii) any development
begun by or on behalf of the Tenant upon the demised
premises in respect of which the Landlord shall or
may be or become liable for any charge or levy under
the Planning Acts and
(f) If and when called upon so to do to produce the
Landlord or the Landlord's Surveyor all such plans,
documents and other evidence as the Landlord may
reasonably require in order to be satisfied that the
provisions of this covenant have been complied with
in all respects
(10) To permit the Landlord and its surveyors or agents with or
without workmen and others at all reasonable hours during the
daytime on reasonable prior written notice being given (except
in emergency) to enter the demised premises or any part
thereof to ensure that nothing has been done therein that
constitutes a breach of any of the covenants herein contained
and also to view and examine the state and condition
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thereof or to take inventories of the fixtures and fittings
therein or for the purpose of executing any improvement they
may undertake to execute or of making any inspection which may
be required for the purposes of the Landlord and Tenant Acts
of 1927 and 1954 or any other Act for the time being affecting
the demised premises
(11) to forthwith commence and thereafter diligently proceed to
repair and make good all breaches of covenant defects and
wants of reparation for which the Tenant may be liable under
the covenants herein contained of which notice shall have been
given by the Landlord to the Tenant within two calendar months
after the giving of such notice or sooner if requisite
(12) That if the Tenant shall at any time make default in the
performance of any of the covenants herein contained relating
to the repair, decoration, cleansing or condition of the
demised premises or any part thereof of which notice has been
given as aforesaid it shall be lawful for the Landlord or its
Agents and workmen (but without prejudice to the right to
re-entry hereinafter contained) to enter upon the demised
premises or any part thereof and at the expense of the Tenant
to carry out such repairs, cleansing or decoration as may be
necessary in accordance with the covenants and provisions
herein contained and
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the costs and expenses thereof (including any fees) shall be
paid by the Tenant to the Landlord on demand
(13) To pay to the Landlord all costs, charges and expenses which
may be incurred by the Landlord in abating a nuisance and
executing all such works as may be necessary for abating a
nuisance in obedience to a notice served by a local or public
authority on the Landlord or the Tenant in respect of the
demised premises
(14) To permit the Landlord or its Agents at any time within six
calendar months next before the expiration or sooner
determination of the said term to enter upon the demised
premises and to fix and retain without interference upon any
suitable part or parts thereof a notice board for reletting or
selling the same and that the Tenant will not remove or
obscure the same and at all times during the said term to
permit all persons by order in writing of the Landlord or its
agents to view the demised premises at all convenient hours in
the daytime without interruption
(15) To pay to the Landlord all costs, charges and expenses
(including reasonable legal costs and fees payable to a
Surveyor or Architect) which may be incurred or payable by the
Landlord in or in contemplation of any proceedings relating to
the demised premises under Sections 146 and 147 of the Law of
Property Act of 1925 (whether
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or not any right of re-entry or forfeiture has been waived by
the Landlord or the Tenant has been relieved under the
provisions of the said Act) or in the preparation and service
of a Schedule of Dilapidations for which the Tenant is liable
before or after the expiry of the term or of any application
to the Landlord for any consent pursuant to the covenants
herein contained and to keep the Landlord fully and
effectually indemnified against all costs expenses claims and
demands whatsoever in respect of the said applications,
consents and proceedings
(16) Not to keep, place or store or permit or suffer to be kept,
placed or stored in or upon or about the demised premises any
materials of a dangerous, combustible or explosive or
corrosive nature or the keeping or storing of which may
contravene any statute, order or local regulation or by-law or
constitute a nuisance to the occupiers of neighboring or
adjoining premises
(17) (a) Not to do or omit or suffer to be done or omitted
any act, matter, or thing whatsoever the doing or
omission of which would make void or voidable any
policy of insurance on the demised premises or on
the Landlord's fixtures and fittings therein or any
adjoining or contiguous property belonging to the
Landlord or cause the premiums payable in respect of
any insurance effected
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in relation to the demised premises or any adjoining
or contiguous premises to be increased beyond the
normal rate
(b) In the event of the demised premises or any part
thereof being destroyed or damaged by any of the
insured risks to give immediate notice thereof to
the Landlord
(c) To observe all reasonable requirements of the
Landlords' insurers and to indemnify the Landlord
against any breach of such requirements
(d) In the event of the demised premises or any part
thereof being destroyed or damaged by any of the
insured risks and the insurance money under any
insurance against the same effected thereon by the
Landlord being wholly or partly irrecoverable by
reason solely or in part of any act neglect or
default of the Tenant or any Undertenant or servants
agents or Licensees of the Tenant or any Undertenant
then and in every such case the Tenant will
forthwith (in addition to the said rent) pay to the
Landlord the whole or (as the case may require) a
fair proportion of the cost of completely rebuilding
and reinstating the same
(18) Not at any time during the said term to make any alteration or
addition to the electrical installation of the demised
premises save in accordance with the terms and conditions laid
down by the Institution
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of Electrical Engineers and the Regulations of the Electricity
Supply Authority and (in the case of a substantial alteration
or addition) with the Landlord's previous consent in writing
(such consent not to be unreasonably withheld or delayed)
(19) Not to cut, maim, alter or remove any or any part of the
principal structure beams columns roofs walls or other
structural parts of the demised premises or to make any
alterations in the plan or elevation of the demised premises
or any part thereof or affect alter or modify the external
appearance thereof or make any structural erection addition or
alterations to the demised premises either externally or
internally or to carry out any development on or to the
demised premises or any part thereof provided that nothing in
this sub-clause shall preclude
(i) internal alterations of a structural nature with the
previous consent in writing of the Landlord (such
consent not to be unreasonably withheld or delayed)
and
(ii) internal alterations of a non-structural nature
where full details including plans thereof have
first been provided to the Landlord in writing
on the condition that at the expiration or sooner
determination of the term of the lease the demised premises
shall be restored by the Tenant
-28-
29
to their original state and condition should the Landlord then
require it
(20) Not to use the demised premises or any part thereof or permit
the same to be used except for a purpose within Use Class III
and/or Use Class IV and/or Use Class X of the Town and Country
Planning (Use Classes) Order 1972 with ancillary offices and
car parking subject however to the Tenant obtaining all
necessary planning and other consents and licenses for such
use AND in particular (but without derogating from the
generality of the foregoing) not at any time to use the
demised premises or any part thereof or allow the same to be
used as a residence or sleeping place for any person or
persons nor for any noisy noxious or offensive trade or
business nor for the purpose of any unlawful betting
transaction or unlawful gaming within the meaning of the
Gaming Acts (which expression shall for the purposes of this
sub-clause mean the Betting Gaming and Xxxxxxxxx Xxx 0000 and
Gaming Xxx 0000 the Betting Gaming & Lotteries (Amendment) Xxx
0000 and the Betting and Gaming Duties Act 1972 or any
statutory modification or re-enactment thereof for the time
being in force and any regulations or orders made or having
effect thereunder) and not to make or permit or suffer to be
made any application for a betting office
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30
license or a licensed registration under the Gaming Acts in
respect of the demised premises or any part thereof
(21) Not to do or permit or suffer to be done on the demised
premises or any part thereof anything which shall or
may be or become or cause annoyance nuisance damage
disturbance injury or danger to the Landlord or the owners
lessees or occupiers of the premises in the neighborhood and
to keep the Landlord fully and effectually indemnified
against all actions proceedings damages costs expenses claims
and demands whatsoever arising out of or in consequence of any
breach or non-observance of this covenant
(22) Not to sell goods by auction or permit or suffer any sale by
auction to be held within or upon the demised premises or any
part thereof
(23) To do all such things as the Landlord may reasonably require
or deem proper for preventing any encroachment or easement
being made or acquired in over or against the demised premises
(24) At all times during the said term to comply with all
requirements from time to time of the appropriate authority in
relation to means of escape from the demised premises in case
of fire and at the expense of the Tenant to keep the demised
premises sufficiently supplied and equipped with fire fighting
and extinguishing apparatus and appliances and suitable in all
respects to the type of user of or business
-30-
31
manufacture process or trade carried on upon the demised
premises which shall be open to the inspection and maintained
to the reasonable satisfaction of the Landlord (so far as not
opposed to the legal obligation of the Tenant) and also not to
obstruct the access to or means of working such apparatus and
appliances by their operations at or connected with the
demised premises
(25) (a) Not to assign underlet or part with the possession
of part only of the demised premises
(b) Not to assign or underlet the whole of the demised
premises unless:-
(i) In the case of an underletting that no fine
or premium is taken and the rent reserved by
the underlease is the full market rent which
can reasonably be obtained without taking
any fine or premium and is subject to review
(in an upwards direction only) at least as
frequently as the rent under this Lease is
liable to be reviewed and the underlease
contains an absolute covenant prohibiting
any assignment
-31-
32
or underletting of part of the premises
thereby demised or any assignment of the
whole of the premises thereby demised
without the prior written consent of the
Landlord ( such consent not to be
unreasonably withheld or delayed)
(ii) In the case of an assignment any intended
assignee has first by deed covenanted
directly with the Landlord that during the
residue of the term then subsisting the
assignee will pay the rent reserved by and
will observe and perform the covenants and
conditions contained herein including a
covenant not to further assign the demised
premises without such consent as hereinafter
provided and further upon the Landlord's
reasonable request in that behalf that such
person persons or corporation as
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33
the Landlord shall so reasonably require
having regard to the financial status of the
intended assignee and other relevant
circumstances shall act as guarantors for
such assignee and shall covenant (jointly
and severally in the case of two or more
persons ) with the Landlord that during the
residue of the term then subsisting the rent
for the time being hereinbefore reserved
will be paid and the covenants on the part
of the Tenant contained herein will be
performed and observed and will indemnify
and keep the Landlord indemnified from and
against all actions proceedings costs claims
and demands arising by reason of the
nonpayment of rent or the failure to observe
the Tenant's covenants as aforesaid and such
covenant shall also provide that any
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34
neglect or forbearance of the Landlord in
endeavoring to obtain payment of the rent or
any delay to take any steps to enforce
performance by such assignee of the said
covenants and any time which may be given by
the Landlord to the said assignee or any
variation in the terms of these presents
agreed between the Landlord and the assignee
or the transfer of the reversion expectant
upon the term hereby granted or any part
thereof or the assignment of this Lease or
the release of any of the guarantors (if
more than one) from liability or any other
act omission matter or thing whatever
whereby (but for this provision) the
guarantors would be exonerated either wholly
or in part from the guarantee other than a
release under seal given by the
-34-
35
Landlord shall not release or in any way
lessen or affect the liability of the
guarantors and shall further provide that
should the assignee be a company and go into
liquidation and the liquidator disclaim this
Lease or if the said company should be wound
up or cease to exist then the guarantors
will should the Landlord so require accept a
new lease of the demised premises such new
lease to commence as from the date of such
disclaimer or (as the case may be) such
winding-up or ceasing to exist and to be for
the residue then unexpired of the term and
to be at the rent then payable (such rent to
commence as from the date of such disclaimer
or winding-up or cesser of existence and
such new Lease to be subject to the same
Tenant's covenants and to the same provisos
-35-
36
and conditions as those in force immediately
before such disclaimer) and to be granted at
the cost in all respects of the guarantors
in exchange for a counterpart duly executed
by the guarantors
(c) Notwithstanding but without prejudice to the
preceding paragraphs of this sub-clause not to
assign or underlet or part with possession of the
whole of the demised premises or to permit the
creation or assignment of any underlease or other
derivative interest in the whole of the demised
premises without in each case the prior license of
the Landlord such license to be given under seal and
not to be unreasonably withheld or delayed
(d) Not at any time expressly or impliedly to waive the
covenants to be inserted in any underlease pursuant
to sub-paragraph (i) of paragraph (b) of this
sub-clause but at all times to enforce the same
(e) Save as hereinbefore permitted not to part with or
share the possession of the demised premises or any
part thereof or grant any license to occupy relating
thereto provided that the sharing
-36-
37
of occupation by a subsidiary of the Tenant (within
the meaning of Section 154 of the Companies Act
1948) or a limited company wholly controlled by the
Tenant is expressly permitted without consent having
first been obtained but only on condition that no
relationship of Landlord and Tenant is thereby
created and that the Landlord is first notified in
writing of the name of such occupant
(26) To give notice in writing of every assignment assent transfer
underlease mortgage charge or devolution of or other
instrument relating to the demised premises or any part
thereof and to produce the instrument of such assignment
assent transfer underlease mortgage or charge or any Probate
or Letters of Administration or other instrument (or a
properly certified copy thereof) in any way relating to the
demised premises within twenty one days after the execution or
grant thereof to the Solicitors of the Landlord and to pay
their reasonable fee for the registration thereof
(27) Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the demised
premises nor load or use or permit or suffer to be loaded or
used the floor or structure of the demised premises in any
manner which will in any way impose a weight or strain in
excess of that which such premises are constructed
-37-
38
to bear with due margin for safety or which will in any way
strain or interfere with the structural members thereof And
not to keep or use or permit or suffer to be kept or used in
the demised premises any petrol benzol or any other highly
inflammable spirit liquor fluid or substance or any materials
which may attack or in any way injure by percolation corrosion
vibration or otherwise the structure of any building comprised
therein or the keeping or using whereof may contravene any
general or local Acts of Parliament or any local regulation or
by-law
(28) Not to store goods or materials upon the Estate nor to form
any refuse dump or rubbish or scrap heap on the demised
premises or any part of the Estate but to remove regularly all
refuse rubbish and scrap which may have accumulated on the
demised premises and all used tin cans boxes and other
containers and to keep the same generally free from weeds
deposits of materials or refuse and not to bring or keep or
suffer to be brought or kept upon the demised premises
anything which is or may become in the opinion of the Landlord
untidy unclean unsightly or in any way detrimental to the
amenity of the neighborhood and within two months to comply
with the reasonable requirements of any written notice to
restore any amenity injured as aforesaid and in the event of
the Tenant failing to comply with such notice the Landlord
-38-
39
shall be entitled to enter upon the demised premises and carry
out any works necessary to comply with such notice and to
recover the cost thereof from the Tenant
(29) To permit the Landlord and the tenants or occupiers of any
adjoining or adjacent property if authorized in writing by the
Landlord and their servants agents and workmen at all
reasonable times to enter upon the demised premises (and
except in an emergency having given reasonable previous notice
in writing to the Lessee) to execute repairs alterations
painting redecoration or other works to any adjoining property
the person or persons exercising such right making good all
damage thereby occasioned and causing as little disturbance as
possible to the Tenant as a result of the exercise of any such
right and also to permit the Landlord and the lessees tenants
or occupiers of any adjoining or adjacent property authorized
as aforesaid and their respective servants contractors agents
and workmen at any time (having except in an emergency given
reasonable previous notice in writing to the Tenant) to enter
upon the demised premises for the purpose of repairing
cleansing or maintaining any sewers drains gutters pipes
cables conduits and wires in or under the demised premises for
the accommodation of any adjoining or adjacent property the
person or persons exercising such right making good all damage
-39-
40
thereby occasioned and causing as little disturbance as
possible to the Tenant AND also in case any dispute or
controversy shall at any time arise between the lessees
tenants or occupiers of any adjoining or adjacent property
relating to any ditches watercourses culverts sewers drains
gutters pipes cables wires or to any easements or privileges
whatsoever affecting or relating to the demised premises or
any adjoining or adjacent property to allow the same from time
to time to be settled and determined by the Landlord's
Surveyor in such manner (save in the case of manifest error)
as by writing under his hand he shall direct in that behalf
(30) Upon making an application for any consent or approval which
is required hereunder the Tenant shall disclose to the
Landlord such information as the Landlord may reasonably
require and shall pay the reasonable legal expenses and
surveyors' fees (including disbursements and stamp duty) of
the Landlord on all licenses and the duplicates thereof
resulting from all such applications by the Tenant including
charges fees and disbursements actually incurred where consent
is refused or the application is refused
(31) To permit every person or body entitled to any right easement
power or privilege in over or upon the demised premises or any
part thereof to exercise the same without hindrance or
objection
-40-
41
(32) Not to obstruct the fire escape passageway forming part of the
demised premises and not to obstruct the access roads or
footpaths forming part of the Estate in any way whatsoever and
in particular not to permit any vehicles belonging to or
calling upon the Tenant to stand on the said access roads and
to carry out all loading and unloading within the demised
premises
(33) (a) Not to permit oil grease or other corrosive or
deleterious objectionable dangerous poisonous or
explosive matter or substance to enter the drains
sewers sewage pumps ditches watercourses or culverts
and to take all reasonable measures for ensuring
that any effluent discharged will not be corrosive
or otherwise harmful or cause obstruction or deposit
within the sewage disposal works or to the
bacteriological process of sewage purification
(b) Not to use any fuel burning apparatus on the demised
premises or any part thereof other than such as
shall have been approved in writing by the Landlord
prior to such use
(34) At all times during the said term to observe and perform such
reasonable regulations (if any) in respect of the Estate as
the Landlord may think necessary and expedient for the proper
management of the Estate
-41-
42
(35) Not to display any boards posters notices or signs upon the
demised premises except one notice or sign giving the name of
the Tenant and the business carried on at the demised premises
such one notice or sign and the location thereof to be
previously approved in writing by the Landlord such approval
not to be unreasonably withheld or delayed
(36) To observe and perform the agreements covenants and
stipulations contained or referred to in the property Charges
Registers to the Landlords freehold Title No. BK 209019 so far
as the same relate to the demised premises and still exist and
are enforceable and to keep the Landlord indemnified against
all actions proceedings costs claims and demands in any way
relating thereto pursuant to any breach thereof
(37) Not to use the Car Park or park cars or other vehicles therein
(38) To pay the Landlord's reasonable and proper legal charges in
respect of the preparation and completion of this Lease
LANDLORDS COVENANTS
5. THE Landlord HEREBY COVENANTS with the Tenant as follows:-
(1) That the Tenant paying the said yearly rent hereby reserved
and observing and performing the covenants conditions and
agreements hereinbefore contained on its part to be observed
and performed shall and may quietly enjoy the demised premises
during the said term
-42-
43
without any interruption by the Landlord or persons lawfully
claiming under the Landlord
(2) (a) To insure the demised premises against the insured
risks in some insurance office of repute in the full
reinstatement value thereof (to be determined from
time to time by the Landlord) and against three
years loss of rent and service charge and in case of
destruction or damage by any of the insured risks
(unless payment of any money payable under any
policy of insurance shall be refused either in whole
or in part by reason of any act neglect or default
of the Tenant or any undertenant or servants agents
or licensees of the Tenant or any undertenant) to
ensure that all moneys (other than monies paid in
respect of loss of rent and service charge) payable
under or by virtue of any such policy of insurance
as aforesaid shall with all convenient speed
(subject to all planning bye-law or other consents
or permissions necessary to enable the Landlord so
to do ) be laid out and applied in rebuilding
repairing or otherwise reinstating the demised
premises the Landlord making good any deficiencies
in the insurance monies out of its own funds
(b) To note the interest of the Tenant on any fire
policy effected by the Landlord and upon request
from the Tenant to produce
-43-
44
evidence of payment of the current years premium for
the aforesaid insurance paid yearly and further to
provide a copy of the extracts from any such policy
or policies _____ by the Landlord as will enable the
Tenant to know the full extent of the premises
fixtures and fittings covered thereby the risks
insured against and any exceptions conditions or
limitations in which the said policy is subject
(3) (Subject to payment by the Tenant of the rent and service
charge to provide the services set out in the Second Schedule
hereto
SUSPENSION OF RENT
6. IF during the said term the demised premises or any part thereof or
the means of access thereto shall be destroyed or damaged by any of
the insured risks so as to be unfit for occupation or use and the
policy or policies of insurance effected by the Landlord shall not
have been vitiated or payment of the policy moneys refused in whole
or in part in consequence of any act or default of the Tenant the
rent and service charge hereby reserved or a fair proportion thereof
according to the nature and extent of the damage sustained be
suspended until the demised premises shall have again been rendered
fit for occupation or use by the Tenant or a period of three years
(whichever shall be the shorter) and any dispute concerning this
clause shall be determined by a single arbitrator in accordance with
the Arbitration Acts
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45
1950 and 1979 or any statutory modification or re-enactment thereof
for the time being in force
GENERAL PROVISIONS
7. PROVIDED ALWAYS and IT IS HEREBY AGREED AND DECLARED THAT:-
(1) These presents are made upon the express condition that if the
said rent or any part thereof shall be unpaid for Twenty one
days after any of the days hereinbefore appointed for payment
thereof whether the same shall have been lawfully demanded or
not or if any covenant on the Tenant's part herein contained
shall not be performed or observed or if the Tenant being an
individual or firm shall become bankrupt or compound or
arrange with his or its creditors or being a Company shall go
into liquidation either compulsory or voluntary (except for
the purpose of reconstruction or amalgamation) then and in any
of the said cases and thenceforth it shall be lawful for the
Landlord or any person or persons duly authorized by the
Landlord in that behalf into or upon the demised premises or
any part thereof in the name of the whole to re-enter and the
same to repossess and enjoy as if these presents had not been
made without prejudice to any right of action or remedy of
either party in respect of any antecedent breach of any of the
covenants by the other herein contained
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46
(2) Each of the Tenant's covenants herein contained shall remain
in full force both at law and in equity notwithstanding that
the Landlord shall have waived or released temporarily or
permanently revocably or irrevocably or otherwise howsoever a
similar covenant or similar covenants affecting other
adjoining or neighboring premises for the time being belonging
to the Landlord
(3) The provisions of Section 196 of the Law of Property Xxx 0000
as amended by the Recorded Delivery Service Xxx 0000 shall
apply to all notices required to be served hereunder
(4) Where the context so requires or admits the masculine includes
the feminine the singular includes the plural and where two or
more persons are included in the expression "the Tenant"
IN WITNESS whereof this Lease was duly executed the day and year first before
written
THE FIRST SCHEDULE
PART I
The demised premises
Xxxx 0 Xxxxxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx Bracknell in the county of
Berkshire as the same is for the purposes of identification shown edged red on
the plan annexed hereto
-46-
47
PART II
Rights
1. In common with the Landlord its tenants servants agents those
authorized by them and all others having the same right the right at
all times to pass over and along the access roads forming part of the
Estate with or without vehicles and on foot only over the footpaths
2. The right to free passage and running of water soil electricity and
other services from and to the demised premises through the drains
sewers pipes wires and conduits serving the demised premises
constructed in or under any adjoining land of the Landlord or in
under or over any other property across which the Landlord shall have
rights to carry the same
3. A right of support shelter and protection to the demised premises
from the Estate and any building thereon
4. The right to use the communal refuse area in the Centre for the
disposal of waste
PART III
Exceptions and reservations
Excepting and reserving unto the Landlord and to all other persons entitled
thereto or authorized by the Landlord:
(i) The free and uninterrupted passage of and the running of water soil
gas electricity and telephone telegraphic and other communication
systems and
-47-
48
all other services through and along all sewers drains channels
watercourses gas water and other pipes conduits ducts cables wires
and all other conducting media and appliances which are now or within
the next 80 years laid in or installed in through or under the
demised premises
(ii) The right at all times and from time to time upon reasonable written
notice (save in case of emergency) to enter into and remain upon the
demised premises and all parts thereof with workmen and others and
with all necessary appliances and materials for the purpose of any
operation or thing connected with inspecting repairing maintaining
cleansing or examining the adjoining or neighboring land and any
buildings erected thereon and all parts thereof or restoring the
support shelter or protection thereto and the said sewers drains
channels watercourses gas water and other pipes conduits ducts cables
wires and all other conducting media and appliances serving the same
and to make all connections and disconnections which may be necessary
in relation thereto the person or persons exercising such rights
making good all damage thereby occasioned and causing as little
disturbances as possible to the Tenant
(iii) The right to execute or permit or suffer the execution of works or
alterations in any lands adjoining or near the demised premises or
the demolition rebuilding alteration or extension of any buildings
erected on such lands and to use or deal with such lands and
buildings in such manner as the Landlord
-48-
49
may in its absolute discretion think fit notwithstanding that by so
doing the access of light or air to the demised premises may thereby
be diminished or interfered with or prejudicially affected
(iv) All other rights easements quasi-easements rights in the nature of
easements privileges and liabilities to which the premises are or may
become
(v) The right of support shelter and protection now or hereafter
belonging to or enjoyed by all adjacent or neighboring land or
buildings an interest wherein in possession or reversion is at any
time during the term hereby granted vested in the Landlord
THE SECOND SCHEDULE
The Service Charges
Part I
Heads of Expenditure
1. Cleaning lighting repairing decorating maintaining altering or
renewing any parts of the Estate (other than those which fall within
the liabilities of a tenant) and complying with statutory
requirements
2. Providing maintaining repairing replacing and insuring (save insofar
as insured under other provisions hereof) electrical and mechanical
equipment and other plant machinery and services on the Estate
3. Employing all necessary staff including independent contractors
employed for the purposes of the Estate and making all payments in
relation to such
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50
employment (including but without limiting the generality of such
provision the payment of the statutory and such other insurance
health pension welfare and other payments contributions and premiums
that the Landlord may at its absolute discretion deem desirable or
necessary and the provision of uniforms working clothes tools
appliances cleaning and other materials bins receptacles and other
equipment for the proper performance of their duties)
4. Paying all charges assessments impositions and other outgoings
payable by the Landlord in respect of all parts of the Estate not
exclusively occupied by a Tenant (including residential accommodation
that may at the Landlord's discretion be provided for a caretaker but
not including parts of the Estate intended to be let but not yet let
to any lessee)
5. Insuring and keeping insured the Estate and all the said
appurtenances thereof (in addition to the insurance of the demised
premises and all other parts of the Estate which are let or are
intended to be let) and in addition insuring against third party
employer's and public liability and such further or other risks
including three years' loss of rent and architects' and surveyors'
fees and demolition clearance and other expenses consequent upon or
incidental to rebuilding or reinstatement that the Landlord may deem
desirable or expedient
6. The reasonable costs incurred in managing the Estate by the
Landlord's agents
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51
7. Taking all reasonable steps by the Landlord for complying with making
representations against or otherwise contesting the incidence of the
provisions of any legislation or orders or statutory requirements
thereunder concerning town planning public health highways streets
drainage or other matters relating or alleged to relate to the Estate
for which the Tenant is not directly liable hereunder
8. Providing all other services facilities or amenities for the Estate
which the Landlord deems desirable or expedient (excluding Landlords
Agents fees for collecting rents on the Estate)
Part II
Ascertainment of service charge
1. The amount of the service charges shall be ascertained annually as
soon after the end of the Landlord's financial year as may be
practicable and shall relate to such year in manner hereinafter
mentioned
2. The expression "Landlord's financial year" shall mean the period from
the First day of January to the thirty first day of December or such
other annual period as the Landlord may in its discretion from time
to time determine as being that in respect of which the accounts of
the Landlord either generally or relating to the Estate shall be made
up
3. The expenses and outgoings and other expenditure incurred by the
Landlord to be included in the service charges shall be deemed to
include not only
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52
those expenses outgoings and other expenditure hereinbefore described
which have been actually disbursed incurred or made by the Landlord
during the year in question but also such reasonable parts of all
such expenses outgoings and other expenditure hereinbefore described
which are of a periodically recurring nature (whether recurring by
regular or irregular periods) whenever disbursed incurred or made and
whether prior to the commencement of the said term otherwise
including a sum or sums by way of reasonable provision for
anticipated expenditure thereof as the Landlord or its Agents may in
its or their discretion allocate to the year in question as being
fair and reasonable in the circumstances
4. On the days hereinbefore specified for the payment of rent during the
said term the Tenant shall pay to the Landlord such sums (hereinafter
referred to as "advance payments") in advance and on account of the
service charges for the then current Landlord's financial year as the
Landlord or its Agents shall from time to time specify at its or
their discretion to be fair and reasonable
5. As soon as practicable after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the
service charges payable by the Tenant for that year due credit being
given therein for the advance payment made by the Tenant in respect
of the said year and upon the furnishing of such account there shall
be paid by the Tenant to the Landlord the service charge or any
balance found payable or there shall be allowed by
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53
the Landlord to the Tenant any amount (insofar as it arises in
respect of the current expenditure as opposed to anticipated
expenditure) which may have been overpaid by the Tenant by way of
advance payment as the case may require PROVIDED ALWAYS that the
provisions of this part of this Schedule shall continue to apply
notwithstanding the expiration or sooner determination of the tenancy
hereby granted but only in respect of the period down to such
expiration or sooner determination as aforesaid
6. A certificate given by the Landlord's Surveyors as to the division of
any expenses and outgoings between the Centre and the Car Park shall
be final and binding upon the Landlord and the Tenant save in the
event of manifest error
THE COMMON SEAL of XXXXXX )
NOMINEES LIMITED was hereunto )
affixed in the presence of:- )
Director
Secretary
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54
DATED 27th June, 1991
XXXXXX NOMINEES LIMITED
and
XXXXXX XXXXX XXXXX and XXXXX XXXXXXXX XXXXX
and
LANDMARK COMMUNICATION SERVICES LIMITED
and
XXXXXXX XXXXXXX XXXXX and XXXXXX XXXXXXX WESTERN
LICENSE TO ASSIGN
_________________
with Surety
Lease of Xxxx 0
Xxxxxxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx
Bracknell
Berkshire
Cumberland Xxxxx Xxxxx
Xxxxxxxx Xxxxx
00 Xxxxxxx
Xxxxxx XX0X 0XX
55
THIS LICENSE is made the 27th day of June One Thousand Nine Hundred
and Ninety One BETWEEN XXXXXX NOMINEES LIMITED whose registered office is at
Hadrian House 00-00 Xxxxxxxx Xxxx, Xxxxxxxxxxx Xxxxxxxxx X00 0XX ("the
Landlord") XXXXXX XXXXX XXXXX and XXXXX XXXXXXXX XXXXX his wife both of 000
Xxxxxx Xxxx, Xxxxxxxxx Xxxx Xxxxxxx Xxxxx XX00 0XX trading as Grants Electrical
Supplies of Southernwood Windsor Lane, Great Kingshill Bucks ("the Tenant")
LANDMARK COMMUNICATION SERVICES LIMITED whose registered office is at 00-00
Xxxx Xxxx, Xxxxxxxx XX0 0XX ("the Assignee") and XXXXXXX XXXXXXX XXXXX of 00
Xxxxxxxxxx Xxxxx, Xxxx Xxxxx Xxxxxx XX00 0XX and XXXXXX XXXXXXX WESTERN of 00
Xxxxx Xxxx Xxxxx Xxxxxxx Heron Bracknell Berks ("the Surety")
WHEREAS:
(1) The Landlord is entitled to the reversion immediately
expectant upon the determination of the term created by the lease ("the Lease")
specified in the Schedule hereto
(2) The term created by the Lease is vested in the Tenant
(3) The Tenant wishes to assign the Lease to the Assignee for all
the residue now unexpired of the said term and has requested the consent of the
Landlord so to do by reason of a covenant to that effect contained in the Lease
-2-
56
(4) The Landlord has agreed to grant License for such assignment
upon the Assignee entering into the covenant hereinafter contained and in
consideration of the Surety entering into the guarantee hereinafter contained
NOW THIS DEED WITNESSES as follows: -
1. (a) IN consideration of the covenants by the Assignee
and the Surety hereinafter contained the Landlord hereby GRANTS LICENSE to the
Tenant to assign the Lease to the Assignee for the residue of the term created
thereby
(b) THE license hereby granted is restricted to the
particular assignment hereby authorized and the covenants contained in the
Lease against assignment shall otherwise remain in full force and effect
2. THE Assignee HEREBY COVENANTS with the Landlord that the
Assignee will as from the date on which the term granted by the Lease is
assigned to the Assignee pay the rents thereby reserved and perform and observe
the covenants on the part of the lessee and the stipulations and conditions
therein contained and in particular (but without prejudice to the generality of
the foregoing) the Assignee will not assign transfer underlet or part with
possession of the property demised by the Lease without the consent in writing
of the Landlord for that purpose first had and obtained.
3. IN consideration of the License hereinbefore contained being
granted at their request the Surety hereby COVENANTS with and guarantees to the
Landlord (which expression shall in this clause 3 include the Landlords
successors and
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assigns) that at all times throughout the term granted by the Lease the rents
thereby reserved and all other sums and payments therein covenanted to be paid
by the lessee for the time being will be paid at the respective times and in
manner therein appointed for the payment thereof and the several covenants on
the part of the lessee and the stipulations and conditions therein contained
will be performed and observed as well after as before any disclaimer AND that
the Surety will pay and make good to the Landlord all losses costs and expenses
sustained by the Landlord through the default of the lessee as aforesaid in
respect of any of the before mentioned matters PROVIDED that any neglect or
forbearance of the Landlord in endeavoring to obtain payment of the said
several rents and payments as and when the same become due or delay in taking
any steps to enforce performance or observance of the said covenants on the
part of the lessee and the stipulations and conditions therein contained and
any time which may be given by the Landlord and any approval given by the
Landlord to the lessee as aforesaid under the provisions of the Lease shall not
release or in any way lessen or affect the liability of the Surety under this
guarantee PROVIDED FURTHER that if any liquidator or trustee in bankruptcy of
the lessee shall disclaim the Lease or if the lessee (being a body corporate)
shall be wound up or cease to exist or if the term granted thereby shall be
otherwise determined prematurely the Surety HEREBY COVENANTS with the Landlord
that the Surety will if required by the Landlord accept from the Landlord a
lease of the premises demised by the Lease for a term equal in duration to the
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residue remaining unexpired of the term of the Lease at the time of the
granting of such lease to the Surety such lease to contain the like tenant's
covenants respectively (including the proviso for re-entry) as are contained in
the Lease and to be granted at the cost of the Surety in exchange for a
counterpart duly executed by the Surety
4. The conditions for re-entry contained in the Lease shall be
exercisable as well on any breach of any covenant herein contained as on the
happening of any of the events mentioned in the said conditions for re-entry
5. The Tenant agrees to pay and indemnify the Landlord against
all costs fees and expenses (including VAT) of the Landlord and any superior
lessors and mortgagees and their respective solicitors and surveyors of and
incidental to the preparation and grant of this License and the application
therefor
6. If the assignment hereby authorized shall not have been
completed and registered with the Landlord's solicitors and the registration
fee paid within three months after the date hereof the Landlord may by notice
in writing to the Tenant forthwith determine and cancel the consent hereby
given
7. Covenants by any party hereto shall be deemed to be joint and
several covenants where that party is more than one person or corporation and
where the context so admits the expressions "the Tenant" and "the Assignee"
include their respective successors in title
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IN WITNESS whereof this deed has been executed by the parties hereto
and is intended to be and is hereby delivered on the date first before written
THE SCHEDULE
------------
The Lease
Date: 22nd March 1985
Parties: (1) XXXXXX NOMINEES LIMITED
(2) XXXXXX XXXXX XXXXX and XXXXX XXXXXXXX XXXXX trading as GRANTS
ELECTRICAL SUPPLIES
Description of Property: Xxxx 0 Xxxxxxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx Bracknell
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Term: 25 years from 25th December 0000
XXX XXXXXX XXXX xx XXXXXX )
NOMINEES LIMITED was affixed )
to this deed in the presence )
of: - )
Director
Secretary
Term: 25 years from 25th December 1984
SIGNED as a deed by the said )
XXXXXX XXXXX XXXXX in the )
presence of: - )
SIGNED as a deed by the said )
XXXXX XXXXXXXX XXXXX in the )
presence of: - )
THE COMMON SEAL of LANDMARK )
COMMUNICATION SERVICES LIMITED )
was affixed to this deed in the )
presence of: - )
Director
Secretary
SIGNED as a deed by the said )
XXXXXXX XXXXXXX XXXXX in the )
presence of: - )
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