THE COUNTY COUNCIL OF DORSET. and 4 ACES LIMITED REVERSIONARY LEASE

Transcription

1 THE COUNTY COUNCIL OF DORSET and 4 ACES LIMITED REVERSIONARY LEASE relating to Unit 11 Mead Lane Industrial Estate, Merchant Drive, Mead Lane, Hertfordshire affecting title number HDI N A B A R R O Lacon House 84 Theobald's Road London WClX 8RW Tel: +44 (0)

2 CONTENTS Clause Subject matter Gage 1. DEFINITIONS INTERPRETATION DEMISE TENANT'S COVENANTS LANDLORD'S COVENANTS PROVISOS EXCLUSION OF REPRESENTATIONS AND WARRANTIES EXCLUSION OF THE LANDLORD AND TENANT ACT EARLY DETERMINATION EXCLUSION OF THE THIRD PARTY RIGHTS NEW TENANCY GOVERNING LAW AND JURISDICTION Schedule Rights granted Schedule Schedule Part Provisions as to Service Charge Part Services Annexure Schedule of condition... 27

3 PARTICULARS DATE LANDLORD Address TENANT Registered office Company registration number DEMISED PREMISES DATE OF COMMENCEMENT OF TERM DATE OF EXPIRY OF TERM LENGTH OF TERM RENT COMMENCEMENT DATE RENT PERMITTED USE ESTATE EARLY DETERMINATION DATE THE COUNTY COUNCIL OF DORSET. County Hall, Colliton Park, Dorchester, Dorset DTI IXJ. 4 ACES LIMITED. 1 Britten Close, Langdon Hills, Basildon, Essex SS16 6TB All that piece or pieces of land and buildings thereon known as Unit 11 Mead Lane Industrial Estate, Merchant Drive, Mead Lane, Hertfordshire all of which said property is shown edged red on the Plan subject to the covenants and other matters arising from or referred to in the deeds and documents mentioned in the Schedule 2 insofar as the same are still subsisting and capable of being enforced and affect the Demised Premises. 8 January January A term of years commencing on and including 8 January 2015 and expiring on 7 January April orty thousand nine hundred pounds ( 40,900) per annum exclusive of value added tax. 1 Use for the purposes of warehousing within Class B8 defined by the Town and Country Planning (Use Classes) Order 1987 (as at the date of this deed). The land and buildings known as 1-12 (inclusive) Merchant Drive, Mead Lane, Hertford as comprised in title number HDI January 201 5

4 Merchant Drive Mead Lane Industrial Estate Hertford SG13 7BL

5 LEASE DATE PARTIES (1) THE COUNTY COUNCIL OF DORSET of County Hall, Colliton Park, Dorchester, Dorset DTI 1XJ (the "Landlord"); and (2) 4 ACES LIMITED (incorporated and registered in England and Wales under company registration number ), the registered office of which is at 1 Britten Close, Langdon Hills, Basildon, Essex SS16 6TB (the "Tenant"). IT IS AGREED AS FOLLOWS: 1. DEFINITIONS In this lease the following expressions (where the context so admits) shall have the following meanings: "Common Parts" means those parts of the Estate not let or sold nor intended to be let or sold by the Landlord as industrial or warehouse units and (without limitation) shall include any communal car parking areas (but without obligation on the Landlord to provide the same) and all service areas and access roads pavements verges footpaths and ways; "Conducting Media" "Demised Premises" means drains sewers conduits flues gutters gullies channels ducts shafts watercourses pipes cables wires and mains or any of them; means the land and premises described in the Particulars and each and every part thereof together with the appurtenances thereto and any building now or hereafter erected thereon or on any part thereof including all additions alterations and improvements thereto and all Landlord's fixtures and fittings and plant machinery and equipment now or hereafter in or about the same and all Conducting Media situate within and exclusively serving the demised premises but excluding the air space above the demised premises and also excluding any Conducting Media within but not exclusively serving the demised premises; "Early Determination Date" means the early determination date referred to in the Particulars; PD/NCH/17 February 2012

6 "EPC" means both an energy performance certificate and a recommendation report (as each term is defined in The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007); "Insured Risks" means loss damage or destruction whether total or partial caused by fire lightning explosion riot civil commotion strikes labour and political disturbances and malicious damage aircraft and aerial devices and articles accidentally dropped from them storm tempest flood bursting or overflowing of water tanks and pipes impact earthquake and accidental damage to underground water oil and gas pipes or electricity wires and cables subsidence ground slip and heave and such other insurable risks or perils against the occurrence of which the Landlord may from time to time in its discretion require but subject to such exclusions and limitations as are imposed by the insurer; "Landlord" this "Lease" shall include the person for the time being entitled to the reversion immediately expectant upon the determination of the Term hereby granted; means this deed as varied or supplemented by any document which is supplemental to this deed; "Particulars" means the details of the preceding pages headed "Particulars"; "Permitted Use" shall mean the use mentioned in the Particulars; "Plan" means the plan annexed hereto; "Planning Acts" shall mean the Town and Country Planning Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Listed Buildings Conservation Areas) Act 1990 the Planning (Consequential Provisions) Act 1990 and the Planning and Compensation Act 1991 and any subsequent legislation of a similar nature; "Previous Leases" means the lease dated 27 March 2006 and made between (1) the Landlord and (2) the Tenant and the Lease dated 10 June 2010 and made between (1) the Landlord and (2) the Tenant; "Rent" shall mean the annual sum described as such in the Particulars; PDINCHI17 February 2012

7 "Rent Commencement Date" shall mean the date mentioned as such in the Particulars; "Rent Days" shall mean 25 March, 24 June, 29 September and 25 December in each and every year of the Term; "Schedule of Condition of the Roof' means the schedule of condition annexed to this Lease at Annexure 1; "Service Charge" shall mean the cost to the Landlord of providing the services and other matters as more particularly set out in Schedule 3; "Tenant" shall include the Tenant's successors in title and assigns; "Tenant's Contribution" shall mean the proportion of the Service Charge payable by the Tenant in the manner set out in Schedule 3; "Term" means the term mentioned in the Particulars commencing with the Date of Commencement of Term and which shall include any extension or continuation whether by statute or common law; and "Termination Date" means the date of expiration or sooner determination of the Term. 2. INTERPRETATION 2.1 In this Lease: the contents page, headings and sub-headings are for ease of reference only and do not affect its meaning; any words following the terms "include" and "including" or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms; general words do not have a restrictive meaning because they are preceded or followed by specific words indicating a particular type, class or category; obligations owed by or to more than one person are owed by or to them jointly and severally; words in the singular include the plural and vice versa; and references to one gender include all genders. PDlNCHl17 February 2012

8 In this Lease, unless otherwise specified: a reference to legislation is a reference to all legislation having effect in the United Kingdom from time to time, including: (a) (b) (c) (d) directives, decisions and regulations of the Council or Commission of the European Union; Acts of Parliament; and orders, regulations, consents, licences, notices and bye-laws made or granted: (i) (ii) under any Act of Parliament; or under any directive, decision or regulation of the Council or Commission of the European Union; or (iii) by a local authority or by a court of competent jurisdiction; and any mandatory codes of practice issued by a statutory body; a reference to particular legislation is a reference to that legislation as amended, modified, consolidated, re-enacted or replaced from time to time and to all subordinate legislation made under it from time to time; a reference to a person includes an individual, firm, partnership, company, association, organisation or trust (in each case whether or not having a separate legal personality); a reference to a company includes any company, corporation or any other body corporate (wherever incorporated); and references to the Premises and the Estate include any part of the Premises or the Estate. In this Lease: an obligation of the Tenant not to do something includes an obligation not to cause or allow that thing to be done; a reference to any act or to any act or omission of the Tenant includes any act or any act or omission of any other person at the Premises or the Estate with the Tenant's express or implied authority; the rights and remedies of the Landlord under any clause are without prejudice to any other right or remedy of the Landlord; the obligations of or restrictions on the Tenant or a Guarantor under any clause, supplemental document or other instrument entered into in connection with this Lease, are without prejudice to the obligations of or restrictions on the Tenant or Guarantor, or to the rights of the Landlord under any other clause, supplemental document or other instrument entered into in connection with this Lease; a reference to the consent or approval of the Landlord means the prior consent in writing (which, if required by the Landlord, is to be contained in a deed) of the Landlord, and, where required, of any superior landlord or mortgagee of the Landlord; references to any adjoining property of the Landlord include any property adjoining or near the Premises or the Estate owned, leased or occupied by the Landlord (or any company in the same Group as the Landlord) from time to time; references to the end of the Term are to the end of the Term whether before or at the end of the term of years granted by this deed; PDINCHl17 February 2012

9 2.3.8 references to a fair proportion of any sum are to the whole or a proportion of that sum which is fair and reasonable in the circumstances as determined by the Landlord's Surveyor whose decision will be final and binding (except in the case of manifest error) and where there are different elements to that sum a different proportion for each element may be determined on this basis; references to a certified copy are to a copy certified by solicitors to be a true copy of the original; and a requirement that a notice or other communication to be given or made under or in connection with this Lease must be signed by the person giving or making it will be deemed to be satisfied if the notice or other communication is signed on behalf of the person giving it. 2.4 In this deed: a reference to a clause, paragraph or schedule is to a clause or paragraph of or schedule to this deed and a reference to this deed includes its schedules and appendices. 3. DEMISE In consideration of the rents hereinafter reserved and the covenants by the Tenant and the conditions hereinafter contained the Landlord hereby demises to the Tenant all that the Demised Premises together with the rights set out in Schedule I. Excepting and reserving unto the Landlord its lessees tenants servants licensees and owners and occupiers of adjoining and neighbouring premises and all others authorised by them: 3.1 the free and uninterrupted passage and running of water soil gas electricity and telephone and other services or supplies from and to the other buildings and land of the Landlord and its tenants adjoining or near the Demised Premises and from and to the land and premises of others so authorised as aforesaid through the Conducting Media which are now or may hereafter during the Term be in or upon over or under the Demised Premises and with full right of access at all reasonable times (and in emergency without notice) for the purpose of installing adding to inspecting maintaining replacing repairing and connecting to the same the person or persons exercising such right making good all damage occasioned thereby; 3.2 the right to support shelter and protection for the immediately adjoining buildings and premises; 3.3 the right upon prior notice (except in case of emergency) at all reasonable times to enter upon the Demised Premises but only so far as may be necessary for the purpose of inspecting repairing maintaining replacing or renewing painting decorating or carrying out other works to any part of the remainder of the Estate or any building comprised thereon where such matters cannot be carried out without such access being obtained and to use any wall or gable end of the Demised Premises which abuts upon any other land forming part of the Estate for the provision of support and protection to any new buildings to be erected thereon the Landlord or other the person or persons authorised by it exercising such right making good all damage thereby caused; 3.4 full right and liberty at any time hereafter or from time to time to execute works and erections upon or to alter or rebuild any of the buildings erected upon the Landlord's adjoining or adjacent lands and to use its adjoining or adjacent lands and buildings in such manner as PD/NCH/17 February 2012

10 the Landlord may think fit notwithstanding that the access of light and air to the Demised Premises may thereby be interfered with; all rights of access and entry into and upon the Demised Premises referred to in clause 4, to hold the same unto the Tenant for the Term yielding and paying therefor unto the Landlord from the Rent Commencement Date: first yearly and proportionately for any part of a year the Rent reserved by quarterly payments to be made in advance on the Rent Days in every year. and also yielding and paying by way of additional rent during the Term: secondly such a sum or sums which the Landlord shall from time to time pay by way of premium (including any increased premium payable in respect of the Demised Premises or the Landlord's adjoining or adjacent lands and other parts of the Estate by reason of any act or omission of the Tenant) for keeping the Demised Premises insured in the full reinstatement value thereof against loss or damage by the Insured Risks and three years rent such additional rent to be paid without any deduction on demand and to be recoverable by distress in the same way as rent in arrear together with the reasonable costs of having the Premises valued from time to time for insurance purposes; thirdly the Tenant's Contribution at the times and in the manner specified in Schedule 3; fourthly all other costs arising from the occupation of the Demised Premises; and fifthly in the event of the rents and other sums hereinbefore reserved as rent or any other money due from the Tenant under the provisions of this lease or any part thereof being in arrear or unpaid for any period exceeding 14 days after the same become due (whether formally demanded or not) then the Tenant shall pay to the Landlord interest on all such sums as are in arrear or unpaid at the rate of three per cent above the base lending rate of Barclays Bank PLC (or such other joint stock bank as the Landlord shall nominate) base rate current at the due date for payment of such rent or other money and any such other money and interest shall be recoverable by the Landlord as rent in arrear. TENANT'S COVENANTS The Tenant hereby covenants with the Landlord as follows: Rent and outgoings To pay the rents and other sums hereby reserved at the times and in the manner required and by means of standing order or by such other means as required or requested by the Landlord from time to time without any deduction or set off on account of any counterclaim or otherwise whatsoever. To pay and indemnify the Landlord against all rates taxes duties charges impositions and outgoings payable in respect of the Demised Premises or the ownership or occupation thereof except such only as the Landlord is by law bound to pay notwithstanding any contract to the contrary. PD/NCH/17 February 2012

11 Repair decoration and cleaning Save as set out in clause to keep the Demised Premises in good and substantial repair decoration and condition and in a clean and tidy condition and when necessary to renew rebuild and replace the same and consistent with the tenant's obligations under the Previous Lease but in any event the Tenant shall not be required to keep the roof of the Demised Premises in a better state and condition than shown in the Schedule of Condition of the Roof. To keep any outside and landscaped areas of the Demised Premises in a proper and neat order and condition and free from weeds and to maintain and replace where necessary all grass trees and shrubs thereon and to keep the same properly trimmed and cut. In the last year of the Term (however and whenever determined) to paint clean or treat as appropriate the outside of the Demised Premises in a good and workmanlike manner with good quality materials and to the Landlord's reasonable satisfaction in a colour to be first approved by the Landlord. In the last year of the Term (however and whenever determined) to paint or treat as appropriate the interior of the Demised Premises in a good and workmanlike manner with good quality materials. Whenever necessary and in any event upon receipt of written demand from the Landlord to wash and clean down any metal cladding panels forming part of the exterior of the Demised Premises and any other parts thereof capable of being washed down and cleansed but without prejudice to clause To maintain and repair the roof and to keep it at all times in the same or better but no worse state and condition than as shown in the Schedule of Condition of the Roof. Yield up On the Termination Date to yield up the Demised Premises in such repair and condition as shall in all respects be consistent with the due performance by the Tenant of the covenants and conditions on its part herein contained (which for the avoidance of doubt assumes the Tenant's Re-flooring Works and the Tenant's Works (as both are defined in the Previous Lease dated 27 March 2007) have been duly carried out and all other repair obligations of the Previous Leases have been duly carried out) and to remove all Tenant's fixtures and fittings rubbish waste or other materials and leave the Demised Premises in a clean and tidy condition having made good any damage caused by any works of removal and in the event that the Tenant fails to remove the Tenant's fixtures and fittings or any goods or effects from the Demised Premises the Landlord shall be entitled to remove the same and dispose of the same as it thinks fit without liability to the Tenant and any costs so incurred by the Landlord shall be recoverable from the Tenant on demand as liquidated damages provided that, subject to the Tenant having complied with its obligations under clause 4.2.6, nothing in this clause 4.3 shall oblige the Tenant to carry out any repair works to the roof of the Premises at the end of the Term. Access of Landlord and notice of repair To permit the Landlord at all reasonable times to enter and examine the condition of the Demised Premises and if the Landlord shall give or leave with the Tenant a notice specifying any repairs and works necessary to be done by the Tenant in order to comply with its PDlNCHl17 February 2012

12 obligations herein the Tenant shall within 28 days after the date of such notice commence and thereafter diligently proceed to execute and complete the same to the Landlord's reasonable satisfaction with due expedition in accordance with the requirements of such notice and if the Tenant fails to comply with any such notice it shall be lawful (but not obligatory) for the Landlord (without prejudice to the rights of re-entry hereunder contained) to enter upon the Demised Premises without further notice to the Tenant to make good the same at the cost of the Tenant which cost shall be repaid by the Tenant to the Landlord as a debt forthwith on demand and if not so paid shall be recoverable by the Landlord as rent in arrear. Environment Not to use the Demised Premises for any illegal or immoral use and to comply with the provisions of the Planning Acts and any environmental legislation which is in force from time to time and to indemnify the Landlord against all liabilities arising thereunder in respect of the Demised Premises and the user thereof from time to time. Alterations Not to alter or remove any walls floors roofs or structural parts of the Demised Premises nor to make any alterations or additions (whether structural or otherwise) or erect any buildings or make any changes to the external appearance of the Demised Premises without the Landlord's prior consent (such consent not to be unreasonably withheld or delayed) provided that the Landlord shall be entitled to elect to carry out such alterations or additions in consideration of the Tenant paying the Landlord the certified reasonable costs thereof either by way of additional rent or a capital payment or such other method as shall be agreed between them before the carrying out thereof. Subject to clause to carry out any permitted alterations or additions in accordance with plans and specifications first approved by the Landlord and in accordance with any conditions attached thereto. Not to make any application for planning permission without the Landlord's prior consent (such consent not to be unreasonably withheld or delayed). To carry out any permitted alterations or additions in a good and workmanlike manner to the Landlord's reasonable satisfaction and in accordance with all necessary permissions regulations and consents and to produce copies thereof to the Landlord before commencing such works. To indemnify the Landlord against any tax or other outgoings or reasonable expenses which may be incurred by or levied on the Landlord as a result of the carrying out of any permitted alterations or additions. To supply the Landlord with three sets of plans and specifications within three months of completion of permitted alterations or additions aforesaid. If so required by the Landlord to remove any alterations or additions at the expiration or sooner determination of the Term and to reinstate the Demised Premises to their former condition and for the avoidance of doubt this obligation shall relate to all alterations and additions carried out by the Tenant or any predecessor of the Tenant under this lease whether or not formally recorded or approved by the Landlord and shall include alterations and additions carried out during any period of occupation prior to the commencement of the Term or made by the Tenant or its predecessor under a previous PD/NCH/17 February 2012

13 lease or tenancy of the Demised Premises and shall for the avoidance of doubt include alterations and additions carried out during the terms of the Previous Leases To carry out and complete any permitted alterations or additions or works required to be done as a condition of any planning permission before the expiration or sooner determination of the Term. 4.7 Indemnities and contributions To pay the Landlord the cost of any damage to the Estate caused by the act or omission of the Tenant and to indemnify and keep the Landlord indemnified from and against all actions costs claims assessments impositions demands and liabilities whatsoever in respect of injury (including fatal injury) or damage to person or property due to or arising from the Tenant's use or occupation of the Demised Premises or from the act neglect or default of the Tenant including (but without prejudice to the generality of the foregoing words) any costs claims or proceedings under or by virtue of the Defective Premises Act 1972 or failure to comply with its obligations under the terms of this lease save that such liability shall not extend to improving the state and condition of the roof of the Demised Premises beyond the standard revealed in the Schedule of Condition of the Roof. To contribute and pay on demand a fair proportion (to be conclusively determined by the Landlord's surveyors acting reasonably as independent experts and not as arbitrators) of the expenses payable for making laying repairing maintaining rebuilding cleansing and lighting as the case may be all roads ways passages pavements sewers drains pipes gutters wires cables channels watercourses party walls party structures or other conveniences and easements whatsoever which may belong to or be used for the Demised Premises in common with other premises near or adjoining thereto and to keep the Landlord indemnified against such proportion of such costs and expenses as aforesaid Without prejudice to the foregoing at the direction of the Landlord to maintain and repair jointly with the Landlord or other person or party responsible any passageway yard or forecourt used jointly or available for joint use with adjoining or adjacent premises on the Estate. 4.8 Re-entry upon breach In the event of any breach of covenant or condition herein on the part of the Tenant and if the Tenant shall fail to make good and remedy the same to the Landlord's reasonable satisfaction pursuant to a notice served by the Landlord in accordance with the terms hereof to permit the Landlord to enter the Demised Premises and carry out any works and do anything necessary to remedy such breach and to pay on demand the reasonable costs of the Landlord incurred or expended in connection therewith and in default of payment such costs shall be recoverable by the Landlord as rent in arrear. 4.9 Statutory and management obligations To comply with all Acts of Parliament orders regulations and bye-laws affecting the Demised Premises and the Permitted Use To execute works and do all things in respect of the Demised Premises as are required by any Act of Parliament order regulation or bye-law whether required to be done by the Landlord owner occupier or tenant thereof. PDlNCHl17 February 2012

14 User To notify the Landlord and supply a copy forthwith of any notice requirement or order received from any competent authority relating to the use occupation or otherwise of the Demised Premises and if requested to join the Landlord in making such representation or objection as the Landlord shall think appropriate. Not to park any motor vehicle on the Estate otherwise than in accordance with the rights granted in Schedule 1. Not to cause any congestion or obstruction on the Estate nor leave any article thereon or outside the Demised Premises. To load and unload goods or materials from vehicles only within the Demised Premises or otherwise only in accordance with the rights granted in Schedule 1. Not to park heavy goods or other commercial vehicles on any communal parking areas set aside by the Landlord for the parking of private motor cars. Not to abandon any vehicle nor to carry out any repairs or servicing to any vehicle or in any communal car parking areas or within the Demised Premises so as to be visible from the outside. To comply with and observe any reasonable regulations made by the Landlord from time to time and notified to the Tenant in writing in respect of the use of the Common Parts and in respect of the better management of the Estate. To use and occupy the Demised Premises as a warehouse for the Permitted Use and for no other purpose whatsoever. Not to use the Demised Premises for any retail trade or sale by auction Not to carry on any noisy or dangerous illegal offensive or immoral activity at the Demised Premises and not to use the Demised Premises for residential purposes. Not to cause or permit any spillage or drainage of oil lubricants or other noxious or deleterious substances so as to cause any pollution to watercourses or any damage to the Demised Premises or the Conducting Media or to cause any obstruction or deposit therein. Not without the Landlord's previous consent to make any change to the existing system for disposal of foul or surface water or trade effluent within the meaning of the Public Health (Drainage of Trade Premises) Act 1937 and the Public Health Act To keep all refuse scrap dross and rubbish in the buildings upon the Demised Premises in proper and appropriate skips or containers to the Landlord's satisfaction and to remove all such scrap and rubbish from the Demised Premises at least once a month. Not to store any materials in the service yard or forecourt (if any) of the Demised Premises. Not to use any car parking spaces included within the Demised Premises for any purpose other than for the purpose of parking private motor vehicles or light goods vehicles or a roadworthy enclosed waste trailer (provided that any such waste trailer is emptied on a regular basis). PDINCHI17 February 2012

15 Not to use any forecourt or yard included within the Demised Premises for any purpose other than for loading or off loading goods and materials. To keep all scrap swarf oil and other noxious substances in oil-tight containers or skips and within the buildings upon the Demised Premises. to keep all plant apparatus and machinery at the Demised Premises properly and regularly maintained in a good and safe working order and condition and in accordance with all regulations laws and manufacturer's directions. Aerials signs and advertisements Not to affix or exhibit any advertisement sign placard or poster upon the Demised Premises which may be visible from the exterior thereof other than that which the Landlord shall have previously approved. Not without the prior approval of the Landlord to erect any external wireless or television mast or aerial or any mechanical or scientific apparatus of any description on or about the Demised Premises. Reinstatement To give notice forthwith to the Landlord of any damage to or destruction of the Demised Premises and if the Demised Premises shall be damaged or destroyed by any of the Insured Risks and if the insurance monies shall be wholly or partly irrecoverable due to the act or omission of the Tenant then the Tenant shall forthwith pay to the Landlord the whole or (as the case may require) a fair proportion of the cost of completely rebuilding repairing and reinstating the same and any dispute in this respect shall be referred to arbitration in accordance with the Arbitration Act Insurance Not to bring or keep on the Demised Premises any dangerous or inflammable or explosive substances other than as shall be in accordance with the regulations relating thereto and previously approved by the Landlord the fire authority and the Landlord's insurers. To comply with all requirements of the Landlord's insurers and of the fire authority including the provision of fire-fighting and detection equipment. Not to do anything which may render void or voidable any policy of insurance in respect of the Demised Premises or the Estate or whereby the premium therefore may be increased. To insure against liability to third parties for injury or death of any person or damage to property at the Demised Premises and to provide evidence of such insurance to the Landlord on written demand. Nuisance Not to do at the Demised Premises anything which may interfere with or disturb or be or become a nuisance or annoyance to the Landlord or to the owners tenants or occupiers of the Estate and in particular but without prejudice to the generality of the foregoing on receipt of a notice from the Landlord requiring the abatement of any nuisance or PDlNCH117 February 2012

16 annoyance caused by vibration heat noise smoke fumes or smell forthwith to abate such nuisance or annoyance. To exercise the rights set out in Schedule 1 so as not to cause any inconvenience or obstruction to other users thereof and not to cause any damage to or obstruction in the Estate. Re-letting boards To permit the Landlord to fix a notice board or bill on the Demised Premises relating to a dealing with an interest in the Demised Premises and to permit all persons authorised by the Landlord to enter and view the Demised Premises at reasonable times and on reasonable notice. Encroachment Not to cause or allow any new window light or other encroachment or easement which may be or might grow to become an inconvenience or cause disturbance to the Landlord or the owners tenants or occupiers of the Estate. Roof weighting Not to load the roof of the Demised Premises otherwise than as previously approved by the Landlord and not to walk on the roof of the Demised Premises without taking all necessary and prudent precautions. Alienation Not to assign transfer charge underlet or part with possession or share occupation of the whole or any part of the Demised Premises except as hereinafter expressly provided. Not to assign or transfer the whole of the Demised Premises to a company within the same group of companies as the Tenant within the meaning of section 42 of the Landlord and Tenant Act Subject to clause not to assign or transfer the whole of the Demised Premises without first obtaining the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed) provided that: (a) (b) the Tenant shall before any permitted assignment deliver to the Landlord a deed in a form determined by and acceptable to the Landlord containing a direct covenant from the assignee to the Landlord to pay the rents and perform and observe the covenants on the part of the Tenant contained in this lease for the residue of the Term and further if the assignee shall be a limited or unlimited company the Landlord may require that two of its directors or a corporate body acceptable to the Landlord shall enter into such deed and shall covenant to guarantee the due observance and performance of the obligations of the assignee therein; as a condition of granting consent to an assignment as aforesaid the Landlord may require the Tenant to enter into an authorised guarantee agreement within the meaning of section 16 of the Landlord and Tenant (Covenants) Act 1995 including for the avoidance of doubt the matters mentioned in section 16(2) such agreement to be in a form as provided by the Landlord's solicitors; and (c) the Tenant shall not assign or transfer the Previous Lease dated 10 June 2010 without the contemporaneous assignment or transfer of this Lease to the same Dl 854/00033/ v.2 12 PD/NCH/17 February 2012

17 assignee (this Lease to be assigned or transferred pursuant to the terms of this clause 4.18) and where the Tenant assigns or transfers this Lease then for so long as the Previous Lease dated 18 June 2010 is subsisting it will assign or transfer the Previous Lease dated 10 June to the same assignee (the Previous Lease dated 10 June 2010 to be assigned on the terms thereof) Not to underlet part only of the Demised Premises and save for an underletting in accordance with the succeeding provisions of this clause 4.18 not to underlet the whole of the Demised Premises or to part with possession of or share occupation of the whole or any part of the Demised Premises and not to permit any person deriving title under the Tenant by way of any permitted underlease so to do in respect of the Demised Premises; subject as aforesaid not to underlet the whole of the Demised Premises without the prior written consent of the Landlord (which consent shall not be unreasonably withheld or delayed) and to procure in the case of any permitted underletting of the Demised Premises that on or before the grant of the relevant underlease: (a) (b) the underlessee shall covenant with the Landlord to observe and perform the Tenant's covenants and conditions in this lease (except the covenant to pay rent) and those of the underlessee in the relevant underlease; if the Landlord shall so require a guarantor or guarantors acceptable to the Landlord shall covenant (if more than one jointly and severally) with the Landlord to guarantee the observance and performance by the underlessee of its covenants to be contained in such underlease; to procure that any underlease permitted by this clause contains: (a) (b) (c) (d) (e) covenants by the underlessee with the underlessor prohibiting the underlessee from doing or allowing any act or thing inconsistent with or in breach of the Tenant's obligations in this lease; a condition for re-entry; covenants by the underlessee to pay sums equivalent to the Tenant's Contribution; an absolute prohibition on any further underletting or parting with possession or sharing of occupation of the premises demised by the underlease (save by way of assignment of the whole thereof); a prohibition on any assignment of the whole of the premises demised by the underlease without the consent of the Landlord (which consent shall not be unreasonably withheld or delayed); To enforce the covenants and conditions contained in any underlease permitted by this clause and not to release or waive any such covenants or conditions Not to enter into any variation of the terms of any underlease permitted by this clause nor to accept a surrender of the same in respect of part only (as opposed to the whole) of the premises underlet To procure that any underletting permitted by this clause 4.18 shall be at a rent not less than the open market rent of the premises comprised in the underlease at the time of the proposed grant. POINCHI17 February 2012

18 4.19 Notice and registration of dealings Within 15 days after any assignment charge underlease licence or other disposition (whether affecting the Demised Premises or any derivative interest in the Demised Premises) or devolution by operation of law to: give to the Landlord written notice of the dealing or devolution (together with a certified copy of any relevant document effecting it); and pay to the Landlord its fee of twenty five pounds ( 25) plus value added tax for registering the notice of any dealing or devolution. Landlord's costs To pay to the Landlord on demand: all costs and legal and surveyors fees incurred or expended by the Landlord in connection with the preparation and service of any notice schedule or proceedings (statutory or otherwise) relating to the Demised Premises notwithstanding that forfeiture is avoided otherwise than by relief granted by the court and the Landlord's surveyors fees for the supervision and inspection of any repairs or other works which the Tenant may be obliged to effect or carry out hereunder; the proper and reasonable costs incurred or expended in connection with any application by the Tenant for any consent or approval licence or permission whether or not the same be granted or refused. Value added tax To pay and indemnify the Landlord against any value added tax chargeable upon the Rent and other sums reserved as rent herein and all costs fees or other sums payable by the Tenant under this lease whether the relevant taxable supply is made by the Landlord or by some third person and for the avoidance of doubt all monies expressed as payable herein shall be deemed exclusive of value added tax which shall be paid by the Tenant in addition to all such monies. Contamination To ensure that the Demised Premises are not contaminated during the Term and to carry out all works and actions necessary to remove any such contamination and restore the Demised Premises to a condition as though the contamination had not taken place and not to do anything on or relating to the Demised Premises which does or might cause any pollution or contamination of any other premises or the environment. To pay to the Landlord the reasonable costs incurred by it in obtaining such reports as the Landlord may reasonably require to establish that clause has been complied with or (where appropriate) what contamination there might be. To obtain any authorisation licence consent or permission required under any legislation relating to pollution or contamination of the environment with respect to any use of or action or activity on the Demised Premises before such use action or activity commences or occurs but not to implement any such authorisation licence consent or permission until it and any conditions attached to it have been approved by the Landlord. PDINCH117 February 2012

19 At the Landlord's election either: (a) (b) 4.23 Title obligations to pay the Landlord the reasonable costs incurred by it in obtaining such soil analysis and other reports in relation to the Demised Premises as the Landlord may require to establish that the Demised Premises at the expiry or sooner determination of the Term are free from contamination or (where appropriate) what contamination there may then be; or to provide to the Landlord for its benefit within one month after the expiry or sooner determination of the Term the reports referred to in clause (a) from such reputable consultants having appropriate expertise as the Landlord may reasonably approve in writing. To observe and perform and to indemnify the Landlord against all liability for breach of the obligations arising from the matters contained or referred to in the deeds and documents mentioned in Schedule 2 insofar as the same are subsistirig and capable of enforcement and relate to the Demised Premises The Construction (Design and Management) Regulations In this clause 4.24 "Regulations" means the Construction (Design and Management) Regulations 2007 and "File" means the Health and Safety file required by the Regulations for any project (within the meaning of the Regulations) carried out by or on behalf of the Tenant or any undertenant or other occupier of the Demised Premises In respect of any works carried out by or on behalf of the Tenant or any undertenant or other occupier of the Demised Premises (including any works of reinstatement which may be carried out after the end of the Term) to which the Regulations apply: (a) (b) (c) the Tenant shall comply in all respects with the Regulations and procure that any person (other than the Landlord) who otherwise has any duty under the Regulations, complies with the Regulations; the Tenant shall pay the Landlord on demand its reasonable costs and expenses (and any VAT in relation to them) for providing any information or documents which the Landlord may supply to any person in connection with such works; and if and to the extent that the Landlord is a client for the purposes of the Regulations, the Tenant shall elect in writing (or the Tenant shall procure that the undertenant or other occupier of the Premises (as the case may be) elects in writing), for the purpose of the Regulations, to be the only client in relation to such works, and the Tenant shall not begin (or shall procure that the undertenant or other occupier (as the case may be) does not begin) to carry out such works until the Landlord has consented to that election The Tenant shall: (a) (b) (c) compile, maintain and make the File available to the Landlord for inspection at all times; on request provide copies of the whole or any part of the File to the Landlord; and hand the File to the Landlord at the end of the Term The Tenant shall obtain all copyright licences which are needed for the Tenant to comply lawfully with clause PD/NCH/17 February 2012

20 The copyright licences obtained by the Tenant shall: (a) (b) (c) (d) (e) be granted with full title guarantee; allow the Landlord and any superior landlord and anyone deriving title through or under them to take further copies of the File or any part of it; be obtained without cost to any such person; allow any such person to grant sub-licences on similar terms; and be irrevocable. 5. LANDLORD'S COVENANTS 5.1 The Landlord hereby covenants with the Tenant that the Tenant paying the rents hereby reserved and performing and observing the several covenants on the Tenant's part herein contained shall peaceably hold and enjoy the Demised Premises during the Term without any interruption by the Landlord or any person rightfully claiming under or in trust for the Landlord. At all times during the Term to keep the Demised Premises insured in the full reinstatement value thereof against loss or damage by the Insured Risks in some insurance office of repute and three years' loss of rent and Service Charge contributions and to make all payments necessary for the above purpose when the same shall respectively become payable and to cause all monies received by virtue of such insurance to be laid out in rebuilding and reinstating the Demised Premises provided that the Landlord's obligation under this covenant shall cease if the insurance shall be rendered void or voidable by reason of any act or default of the Tenant. 6. PROVISOS Provided always and it is hereby agreed as follows: 6.1 if the term of the Previous Lease dated 10 June 2010 ceases and determines by virtue of clause 6.1 of that Previous Lease, this Lease will also cease and determine but without prejudice to any antecedent rights or liabilities of the parties hereto; 6.2 if any of the rents shall be in arrear and unpaid for 21 days after becoming due whether formally demanded or not or if there shall be any breach non-performance or non-observance of any of the covenants or conditions on the part of the Tenant herein contained or if the Tenant shall become bankrupt or being a company is the subject of a petition or issues a notice convening a meeting to consider a resolution for its winding up or shall enter into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or has a provisional liquidator appointed or has a petition or an application for an administration order presented against it or any other step is taken by any party (including the filing of any notice) which may lead to the appointment of an administrator in relation to the Tenant or any surety or guarantor of the Tenant or any administrator or receiver (whether or not an administrative receiver) or manager is appointed over the Tenant or over any surety or guarantor of the Tenant or the whole or any part of their respective assets and undertakings or if the Tenant shall be the subject of a voluntary arrangement or a proposal for one under Part I of the Insolvency Act 1986 or if the Tenant shall enter into an arrangement or composition with its creditors or suffer any distress or PDlNCHl17 February 2012

21 execution to be levied on its goods or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 shall cease to occupy the Demised Premises for the Permitted Use then in any such case it shall be lawful for the Landlord at any time thereafter to re-enter into and upon the Demised Premises and thereupon the Term shall absolutely cease and determine but without prejudice to any antecedent rights or liabilities of the parties hereto; any walls and fences separating the Demised Premises from adjoining premises shall be deemed to be party structures in accordance with section 38 of the Law of Property Act 1925 and shall be maintained at the equal expense of the Tenant and other respective Estate owners; so far as shall be lawful the Tenant shall not be entitled to any compensation on quitting the Demised Premises; all applications notices consents approvals or licences hereunder shall be in writing and any notice to be served under this lease shall be subject to the provisions of section 196 of the Law of Property Act 1925; no demand or acceptance of rent by the Landlord shall be deemed to operate as a waiver of any breach of covenant or conditions on the part of the Tenant herein contained; any rent-free periods or acceptance by the Landlord of any payments less than the full rents herein reserved shall be by way of concession only and the Tenant shall otherwise remain liable to pay the full rents herein reserved; so far as shall be lawful the Landlord shall not be liable for any accident damage loss or injury to person or property sustained in the Demised Premises; any dispute between the Tenant and any adjoining or nearby owner occupier or tenant concerning any rights and easements in respect of the Estate or the Demised Premises shall be decided by the Landlord; all covenants herein by two or more persons shall be deemed to be joint and several; the Landlord may at its discretion extend lessen divide or vary the extent of the land comprised in the Estate from time to time for management administrative or Service Charge purposes or for any other reason but not so as to materially affect the Tenant's proper use and enjoyment of the Demised Premises or the access thereto; the Landlord shall be entitled to sell or let other premises on the Estate on such terms and conditions as it thinks fit and shall enforce waive or vary any covenants and conditions affecting any premises on the Estate at its own discretion and nothing herein shall be deemed to create a lettings scheme; no estate or interest in the adjacent yards roads or footpaths on the Estate is included in this demise except as specified in Schedule 1; PDINCHI17 February 2012

22 6.14 the Landlord shall not be liable to the Tenant for any loss or damage or inconvenience which may be caused by reason of: temporary interruption of any services which the Landlord may at its discretion provide from time to time during periods of breakdown or suspension for inspection maintenance repair and renewal or otherwise; the breakdown failure stoppage leaking bursting of any equipment or apparatus for the supply of hot or cold water sanitation ventilation extraction gas or drainage services or other plant and machinery or of the Conducting Media in the Demised Premises the Estate or neighbouring or adjoining property or premises; 6.15 the Landlord may make regulations and from time to time amend or add to the same as the Landlord may deem necessary acting reasonably relating to the Common Parts for the safety or convenience of the Tenant or occupiers of the Demised Premises and the users of the Common Parts and such regulations shall be binding on the Tenant as if the same had been incorporated herein upon the same being notified to the Tenant in writing. 7. EXCLUSION OF REPRESENTATIONS AND WARRANTIES The Tenant acknowledges that this lease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly set out in this lease and in particular (but not by way of limitation): 7.1 the Landlord makes no representation express or implied and gives no warranty as to the fitness of the Demised Premises or any parts of the Estate for the purpose or purposes for which the Tenant intends the same to be used or for any other purpose; 7.2 notwithstanding the provisions as to use of the Demised Premises contained in this lease: the Landlord does not give or make (and has not given or made at any other time) any representation or warranty that any such use is, or will be or remain, a permitted use within the provisions of the Planning Acts or any other relevant legislation nor does any consent which the Landlord may give to any change of use be taken as including any such representation or warranty; and if any such use is not a permitted use within such provisions the Tenant remains fully bound and liable to the Landlord in respect of its obligations in this lease without any compensation recompense or relief of any kind whatsoever; 7.3 the Landlord makes no representation express or implied and gives no warranty concerning the actual state and condition of the Demised Premises as to which the Tenant has relied upon its own surveys and inspections. 8. EXCLUSION OF THE LANDLORD AND TENANT ACT The Landlord and the Tenant confirm that before this deed was entered into: a notice complying with Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 which relates to this tenancy was served by the Landlord on the Tenant on p' 2.L iy(kj P012; and PDINCHI17 February 2012

23 8.1.2 a statutory declaration dated 2.4 /'[a7 PO12 complying with paragraph 8 of i Schedule 2 to that Order was made by the Tenant. 8.2 The Landlord and the Tenant agree that the provisions of sections 24 to 28 of the Landlord and Tenant Act 1954 shall be excluded in relation to the tenancy created by this deed. 8.3 The Landlord and the Tenant confirm that there is no agreement for lease to which this deed gives effect. 9. EARLY DETERMINATION 9.1 Subject to the pre-conditions in clause 9.2 being satisfied on the Early Determination Date, and subject to clause 9.3 the Tenant may determine the Term on the Early Determination Date by giving the Landlord not less than six months' written notice. The Term will then determine on the Early Determination Date, but without prejudice to any rights of either party against the other for any antecedent breach of its obligations under this Lease. 9.2 The pre-conditions are that: the Tenant is not in occupation of the Demised Premises and no underlease, whether of the whole or part of the Demised Premises, continues; all Rent and VAT payable on it due under this Lease up to the Early Determination Date, have been paid in full; and all other sums due under this Lease up to the Early Determination Date, have been paid in full. 9.3 The Landlord may waive any of the pre-conditions set out in clause 9.2 at any time before the Early Determination Date, by written notice to the Tenant. 9.4 The Tenant will cancel any registration it has made in connection with this Lease within five working days of the Early Determination Date. 9.5 Time will be of the essence for the purposes of this clause 18. EXCLUSION OF THE THIRD PARTY RIGHTS Each party confirms that no term of this lease is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this lease. I I. NEW TENANCY This Lease is a "new tenancy" for the purposes of section 1 of the Landlord and Tenant (Covenants) Act GOVERNING LAW AND JURISDICTION 12.1 This Lease and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the law of England and Wales. PD/NCH117 February 2012

24 12.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim that arises out of or in connection with this Lease or its subject matter or formation (including non-contractual disputes or claims). In witness whereof the parties hereto have duly executed this deed the day and year first above written. PDlNCHl17 February 2012

25 Schedule 1 Rights granted 1. The free passage and flow of water and soil and gas and electricity to and from the Demised Premises in and through the Conducting Media which now are or shall within 80 years from the date hereof be erected in under or upon the Estate or any part thereof. 2. The right for the Tenant and all persons authorised by it to enter upon the other parts of the Estate (but not into any buildings thereon) on reasonable prior notice (and in an emergency without notice) so far as may be reasonably necessary for the purpose of maintaining or repairing the Demised Premises or making connections with the Conducting Media the persons so entering causing as little inconvenience and damage as possible and making good all such damage forthwith. 3. The shared right for the Tenant its servants agents and contractors on foot only for all purposes connected with the Demised Premises but not for any other purpose to pass and repass over and along the pedestrian ways now or hereafter to be constructed upon the Estate subject to a like right for the Landlord and other lessees and occupiers on the Estate over and along such pedestrian ways abutting or within the Demised Premises. 4. The shared right for the Tenant its servants agents and contractors of vehicular access to the Demised Premises over and along the access roads and yards within the Estate leading thereto provided that no obstruction shall be caused thereon nor shall any vehicles be parked or loaded or unloaded on the said access roads and yards. 5. The shared right for the Tenant to use any area within the Estate from time to time designated or set aside by the Landlord for the purpose of parking of private motor vehicles (but without obligation on the Landlord to provide the same) provided that the Tenant shall not use or allow any such areas to be used for any other purpose whatsoever and further provided that the Landlord may from time to time by written notice to the Tenant and other tenants and occupiers on the Estate allocate specific vehicle parking spaces or areas for the exclusive use of the Tenant and other tenants and occupiers in which event the Tenant's shared right to the use of designated shared parking areas shall no longer apply and the exclusive right to the use of the vehicle parking spaces so allocated shall apply in lieu thereof. PDINCHI17 February 2012

26 Schedule 2 All such matters (other than financial charges) as are mentioned in the registers of title or titles under which the Landlord holds its interest in the Demised Premises and the Estate. PD/NCH/17 February 2012

27 Schedule 3 Part 1 Provisions as to Service Charge 1. The Tenant's Contribution shall be calculated as a proportion of the Service Charge being that proportion which the gross area (by external measurement) of the buildings from time to time on the Demised Premises bears to the aggregate gross area (similarly measured) of the other buildings from time to time on the Estate (save that the Landlord may at its absolute discretion adopt a different method of assessment of the said proportion in the event of any particular service or item of work being of benefit to only some of the buildings and premises on the Estate such different method excluding from the calculation of the proportion those buildings and premises which do not so benefit) and shall be a fair and reasonable proportion (to be certified by the Landlord's surveyor acting reasonably as independent experts and not as arbitrators whose decision shall be final and binding except in the case of manifest error). 2. The Service Charge shall comprise the aggregate of the annual cost to the Landlord of the services mentioned in Part 2 of this Schedule 3 during the relevant year (due allowance being made where any expenditure is met out of the reserve hereinafter mentioned) provided that the Landlord may in its discretion include in the Landlord's annual expenditure in any year a sum by way of reasonable reserve against anticipated future expenditure on the said services. 3. The Tenant shall pay to the Landlord on account of the Tenant's Contribution on the Rent Days in each year in advance such a sum as shall in the reasonable discretion of the Landlord or its agent or surveyor be one equal fourth part of the anticipated Tenant's Contribution for the current year. 4. At the end of each year the Landlord or its agent or surveyor shall as soon as practicable cause an account to be prepared of the Service Charge for that year and send a copy thereof to the Tenant together with a statement showing the Tenant's Contribution and the amount paid on account by the Tenant in such year. Any difference due from the Tenant shall be paid to the Landlord within 14 days of the receipt of such statement and any balance due to the Tenant as a result of over payment shall be allowed against future payments on account due from the Tenant or refunded or allowed as credit to the Tenant if the Termination Date shall have arisen. 5. For the purposes of this Schedule 3 "year" shall mean the period from 1 January to the next ensuing 31 December or such other commencement and expiration dates as the Landlord may declare in writing and insofar as the annual Service Charge has to be calculated for any period other than a year or a payment on account for any period other than a quarter the same shall be calculated by apportionment on a daily basis. 6. The Landlord's surveyor's certificate as to the amount of the Service Charge in any year shall be final and conclusive as between the Landlord and the Tenant save in the case of manifest error. 7. The Landlord will hold in trust for the benefit of all the tenants for the time being of the Estate all monies held by way of reserve as part of the Service Charge and the Landlord hereby covenants with the Tenant that upon the sale or other transfer of the whole of the Landlord's interest in the Estate that it will cause the purchaser or transferee to become trustee of such reserve on behalf of the tenants as aforesaid. PDINCHI17 February 2012

28 Services The maintenance amendment repair renewal replacement rebuilding cleansing decorating and otherwise the keeping in good and substantial repair and condition and the lighting of: the Common Parts; the boundary walls fences and gates of and in the curtilage of the Estate and any notice or other boards erected at the Landlord's discretion for the benefit of the occupiers of the Estate; any verges access ways paths yards or pavements adjacent to the boundaries of the Estate over which the Landlord may exercise control from time to time; any car parking spaces forecourts and yard areas on the Estate allocated for the use of the Tenant or other tenants and occupiers on the Estate whether exclusively or otherwise. The operation amendment repair renewal replacement rebuilding cleansing and maintenance in good working order and repair of the equipment apparatus and appliances (if any) in the Common Parts including (where applicable but without prejudice to the generality of the foregoing) the Conducting Media the watercourses the soakways channels pipes drains sewers cables wires pumps meters ducts and other conducting media the water systems and tanks the reservoirs the sanitary appliances the electrical installation and lamps and light fittings on the Estate or outside the boundaries of the Estate but nevertheless serving or supplying the Estate and the hose reels and other fire-fighting appliances which the Landlord is or may be required to provide by statute and all other things provided for the benefit of the Estate and for which no lessee or occupier of the Estate is exclusively liable. Grassing and tending and keeping tidy and planting with such flora trees and shrubs as the Landlord shall deem to be reasonably appropriate to such areas as the Landlord may deem desirable. Providing maintaining renewing replacing repairing and keeping in good order and condition all installations appurtenances appointments fixtures fittings bins receptacles tools appliances materials and other things which the Landlord may deem desirable or necessary for the maintenance upkeep or cleanliness of the Estate and the supply of services to the Estate. Employing such surveyors solicitors environmental advisers and consultants and other professionals and agents managers contractors staff and workmen as the Landlord may at its absolute discretion deem desirable or necessary to enable or assist it to provide the said services or any of them and for the general conduct management and security of the Estate and all parts thereof and the payment of all incidental fees and other expenditure in relation to such 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 as the Landlord may at its reasonable discretion deem desirable or necessary and the provision of uniforms working clothes and other equipment for the proper performance of their duties). Paying all rates taxes charges assessments impositions and other outgoings (including but not exclusively charges (if any) for the supply of water gas electricity or any other form of /00033/ v 2 24 PDlNCHl17 February 2012

29 supply of energy utilities or services) payable by the Landlord in respect of the Common Parts except insofar as the Tenant or any other occupier of the Estate may be liable for the same under the terms of this or their lease or occupation. 3.5 Keeping the Common Parts insured upon such terms as the Landlord deems appropriate including third party and public liability insurance cover. 3.6 Taking all steps deemed desirable or expedient 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. 3.7 Enforcing or attempting to enforce against: any other tenant of the Estate the observance of any covenant in that tenant's lease the non-observance of which is or may be detrimental to the Landlord or the Tenant or any of the tenants of the Estate; any owner or occupier of adjoining or neighbouring premises the payment of any contribution towards anything used in common with the Estate; 3.8 paying a contribution towards the expense of repairing renewing and maintaining and cleansing all ways roads pavements sewers drains pipes watercourses party walls party structures party fences walls or other conveniences which may belong to or be used by the occupiers of the Estate in common and in common with other premises near or adjoining thereto; 3.9 executing any works as are or at any time during the Term shall under or by virtue of any enactment for the time being in force or by any local or other competent authority be directed or required to be done or executed in respect of the Estate and for which none of the occupiers of the Estate are liable; 3.10 providing any service for the benefit of the Estate as a whole including but not exclusively at the Landlord's discretion security services and the provision of a general estate board indicating the names of the occupiers of the Estate. 4. In the event only of the Landlord not appointing managing agents the reasonable cost in respect of the general supervision and management of the Estate by the Landlord (but not including any payment in respect of the collection of rent). 5. The costs and expenses of supplying the account and maintaining records in respect of all matters mentioned in this Schedule The supply of copies of regulations made by the Landlord under [paragraph 51 and copies of all amendments or additions made from time to time thereto. PDlNCH117 February 2012

30 Executed as a deed by affixing the Common Seal of THE COUNTY COUNCIL OF DORSET (as administering authority for Dorset County Council Pension Fund) in the presence of:....., , , Signature of Authorised Signatory Executed as a deed by 4 ACES LIMITED acting by: PDINCHl17 February 2012

31 Annexure 1 Schedule of condition PD/NCH/17 February 2012

32 -.-. WISBEY GOODSELL CHARTERED SURVEYORS,.... _.._._....,.._..,....I.._.----~ ~~--.-~~---~ ,..-.~..-, I.. Wisbey Goodsell & Partners Inclependent Surveyors, Valuers & Property Consitllants Your Ref: Our Ref: lcd/sjb/6458 Mr R Penn Four Aces 11 Mead Lane Industrial Estate Merchant Drive Hertford Herts SG13 7BH 9 February 2006 Dear Mr Penn UNIT 11 MEAD LANE INDUSTRIAL ESTATE, MERCHANT DRIVE, HERTFORD Further to your recent instructions, t am pleased to confirm that 1 have now carried out our inspection of the above property and can report for building survey purposes as follows. INTRODUCf'lON The property was inspected on the morning of 6 February The weather at the time of inspection was overcast but dry therefore the roofs and gutters were not seen in operation. The property was occupied and furnished. In the office accommodation floors were concealed by fitted coverings and in the warehouse the presence of stored goods limited inspection. As inspection has been limited to accessible areas, it is possible hidden defects could exist in parts I of the property not seen. During the course of this inspection, I have not carried any invasive investigation nor have I tested to establish the presence of any deleterious or hazardous material. Services have not been inspected beyond to note their presence as I understand that you are going to satisfy yourself as to the condition of service supplies and installations through specialist contractors. This report has been prepared in accordance with our agreed terms and conditions of engagement and a copy of these is attached for ease of reference. All directions in this report are given as if facing the front of the property. The School House, 6 Church Street, Ware, Herts, SG 12 9EG. 're(: Fax: website: , *.-,, <.-.- "*-.,.-..-,-.".,-, -,-." "-..., Fnrrclcrs: t'.k.c. Wisbey FKLCS, IRRV. M.J. Goodsell FRICS, [RRV. I.C. Davies HSC(HOIIS). Dip.Surv.BS, MKlCS Consull:~nl: P.C.S. Lcc FRlCS.,..

33 DESCRIPTION A mid-terraced warehouse/industrial unit constructed, I estimate, around I have not been provided with a copy of the Lease or Lease plan but assume for the purposes of this survey that the premises comprise the building, the parking areas and concrete aprons immediately to the front of the property. and the small area of rear yard up to the fence line. LOCATION The front elevation is roughly south-facing. Geological survey maps indicate the property is likely to be founded on mixed subsoils. i have undertaken no site investigations to confirm this. The property is on a level site on an established industrial estate shown, on Environment Agency maps, to be just outside the historic flood plain of the kiver Lea. ACCOMMODATION The property comprises wd'ehousing accommodation with an area of two storey office and ancillary accommodation to the south-west corner. Briefly, the accommodation breaks down as follows:- Ground Floor Entrance lobby with stairs to first floor Ladies' WC Gents' WC Inner lobby Staff room Warehouse First Floor Landing Gents' WC Main office Outside Rear yard (loose surfaced) Concrete parking bays and apron SUMMARY OF CONSTRUCTION The roof structure is dual pitched and covered with corrugated asbestos fibre cement sheets incorporating, occasionally, fibreglass roofiights. The roof sheets fall to valley gutters between the subject and neighbouring properties. gutters are formed in galvanised steel boxed section. These

34 The roof is supported on pre-fabricated steel trusses braced and separated by steel purlins. The underside of the roofing sheets, internally, are lined with fair faced boarding in a metal grid system presumably with some insulation above. The roof structure is supported on a frame of reinforced concrete structural stanchions infilled, to the party walls, using full height concrete blockwork walls. The front and rear elevations of the building are enclosed with walls of cavity masonry construction to roughly one-third height brick-faced externally with, at upper level (to all but the office content} a steel frame clad externally with corrugated plasticised roof sheeting and lined, internally, with what would appear to be plasterboard. The ground floor is of mass concrete construction of unknown bearing capacity. The warehouse is divided from the ancillary accommodation using walls of concrete blockwork construction and the upper floor of the offices is of suspended type with a boarded decking. Windows to the office qcommodation are of steel side-hung casement type. There is a timber framed front door with wired gfazed panelling behind the tiled threshold. The property appears to be connected to the main supply of gas, water, electricity and drainage. The ancillary accommodation has electric storage heating and there is a gas-fired forced air heater in the warehouse. STRUCTURE AND MOVEMENT During the course of my inspection, i noted no indications that the property is currently undergoing any significant damage as a result of subsidence, settlement, landslip or heave. There are no expansion joints on the rear elevation which is contrary to good practice. However, no consequent defects have occurred ie. as a result of thermal expansion. On the front elevation an area of masonry below the damp proof course has extended and now protrudes below the damp proof course possibly as a result of some expansion in the floor slab and/or brickwork. This distortion is not affecting se&iceability. The party walls dividing the subject walls from the neighbouring properties appeared in sound condition where seen with no signs of major impact damage or instability although some cracking was noted at the junction with the concrete piers. This is not affecting serviceability. ROOFS These were inspected from the edge of the valley gutters on the front and rear elevations. The roofing sheets appear in reasonable condition for their age though there is some lichen growth and signs of minor patch repair eg. with adhesive flashing strips. The hook bolts securing the roofing sheets are starting to corrode although the neoprene washers securing them appeared largely serviceable.

35 The gel coats to visible GRP rooflights are perishing and the material is discoloured and stained with evidence of patching noted both internally and externally and, occasionally, hoies were seen. Metal angle verge sheets closing the junction between the roof and the wall cladding are deteriorating. Painted finishes have widely peeled back from boarding at the rear which means the sheets, although serviceable, are starting to corrode and elsewhere, where plasticised, the cut edges are beginning to peel back exposing metal beneath. Redecoration is required in the short term to slow the rate of deterioration. The asbestos fibre cement sheets are lightly eroded consistent with their age. Asbestos containing materials are banned in modern construction. Although such materials are thought to be harmless provided they are kept in good condition, as they begin to degrade eg. through exposure, fibre release can occur and the materials are a potential hazard during maintenance eg. if worked or disturbed, the dust produced is hazardous to health. You must be aware of this in ongoing maintenance. Ducting for the extract system and soit vent pipe is taken through the roofing sheets and,the junctions appear to be s&aled with lead. There are some indications of previous leakage to the forced air heating flue, internally, although this may be longstanding. These areas should be monitored. RAINWATER GOODS I suspect these have been recently cleaned through. The right-hand side valley gutter is ponding at the rear with up to 8mm of water lying in the trough. This issue would be.difficult to resolve given the problems in realigning rigid gutters. There are reasonably heavy loads on these valley gutters and the presence of only a single outlet, at the front end of each gutter, means that in the event of blockage overspill may occur and indeed there is some evidence of overflow toward the rear right corner of the building. You could introduce overflows to the rear ends of the troughs or alternatively instigate a regular system of maintenance eg. quarterly inspections to ensure that the gutters and downpipes are kept clear. There is some corrosion of the galvanised gutters although not to any major degree at present. However the bolts that join these sections of guttecing will need sealing, periodically, to rnairifain watertightness and the condition of the metalwork should be monitored against continued corrosion. A section of loose asbestos fibre cement vergelridge lining is lying close to the valley gutter in the back right-hand corner of the building. When access is next arranged, this should be removed, double-bagged and disposed of to a licensed tip. The left-hand valley gutter is in similar condition to the right although no significant ponding was noted. DAMP PROOF COURSE Damp proof courses in the external walls (front and rear) are located at an adequate height above adjacent ground. Numerous bricks on the front elevation have been stitched in at low level possibly due to previous frost damage and spalling. Similar attention may be required to isolated bricks in the medium term.

36 MAIN WALLS The plastic coated profiled steel cladding to the front elevation is largely in good condition and this elevation may have been quite recently reclad. Limited curl back was noted of cut edges of the plastic coating to the sheets and if this progresses then shart term attention will be required to rub down and seal the edges and avoid corrosion of the exposed metalwork. The rendered surround to the side of the front entrance door is generally sound although a little hollow and cracked at low level. The brickwork to the front elevation is occasionally cracked with vertical hair cracking noted below the centre window, loose and missing bricks to the side of lintels and loose/damaged brickwork to the left side of the roller shutter loading door some repair is now required to replace defective brickwork. Quotations should be obtained. A brick is loose to the head of the left side of the personnel door at the front and there is a large vertical scar in nine courses of brickwork adjacent although this latter damage is cosmetic. Brickwork and cladding to the rear elevation is largely satisfactory. The profiled steel cladding has been redecorated since construction and caps are almost universally missing from screw covers although paint conceals afid hopefully prevents corrosion of the screw fittings. Redecoration may be required before or at the end of the proposed Lease term (assumed six years). Brickwork and pointing to the rear elevation is largely satisfactory and the upper cladding also appears in reasonable condition save for a significant dent to one panel at high level although this does not appear to have significantly broken the surface coating. The odd dent and scratch to metal claddings was noted elsewhere. EXTERNAL JOINERY On the front elevation, the front door and surrounding framing are in serviceable condition as is the timber soffit above the entrance. There is no level access to the building at this point. This and other aspects of the building should be considefed in the context of the Disability Discrimination Act 1995 which may have implications for your existing and fliture use of the building. Windows to the front elevation are in reasonable condition for their age although there is some distortion in the ground floor right side casement whiqh does not close fully. Sills to the windows are slightly distorted in areas and ideally should be bent back to shed water in the proper manner. The roller shutter door appears satisfactory although decor is lightly chipped. The softwood timber personnel door on the front elevation also appears sound although decor is again chipped and the frame is slightly rotted at low level where, in the short term, a small area will need to be cut out and replaced. On the rear elevation, the personnel door needs some easing and adjusting where if has probably swollen in its frame. This should be done before panic bar mechanism is damaged as the doar will need to be forced shut.

37 EXTERNAL DECORATION Reasonably modern although some peeling noted to gloss finishes to windows etc. As mentioned previously, there is deterioration in decoration to profiled sheeting at front and rear verges and painted cladding. Small areas require early redecoration. MISCELLANEOUS There is a modern floodlight over the roller shutter door which appears in sound condition. On the front elevation, there are two security boxes and there is signage over the front entrance. A further alarm box is provided on the rear wall of the building. SITE The concrete surfaced yard and allocated parking bays appear in reasonable condition for their age although are age worn in areas particularly along the apron to the loading door where at least one section of reinforcement has been exposed through wear and tear. Patch repair is likely to be required in the short to medium term to avoid continued break up and deterioration. There is a large inspection chamber close to the front entrance door. This was too heavy for me to lift but I would be pleased to carry out an inspection of the chamber within should access be arranged. The rear yard is loose surfaced with a mix of fill and some mulch lining to the edges of walls. Numerous shards of what appears to be asbestos fibre cement sheeting were noted lying within the fill material. As these represent a potential hazard to health, a strategy for cleaning up this area needs to be established and the work carried out in accordance with HSE guidelines. You should investigate the cost of this prior to legal commitment to purchase. Light damage was noted to the concrete posts and chain link fencing at the rear. DRAINAGE I Foul Drainaae Internal soil pipes were boxed in limiting inspection but no signs of leakage were noted. The soil pipe appears to vent through the roof. Surface Water Drainaae Gutters drain via internal downpipes,

38 INTERNAL WAREHOUSE CEILING AND ROOF STRUCTURE As noted externally, the fibreglass rooflights are heavily worn and discoloured and a few small holes were noted with evidence of patch repair although no indications of recent leakage were identified. It should be remembered, however, that a period of dry weather preceded my visit and leakage may be exposed during heavy rain. No damp staining ar discolouration was noted below the valley gutters on the party walls although these had been recently redecorated. The damage to the rooflights may be down to the corrosion of hook bolts which, as they expand, can split the sheeting. The need for some patch repair of these areas can be anticipated during the life of the Lease. % The sheet linings to the underside of the roof covering are discoloured but otherwise appear sound. RAINWATER DOWNPIPE There is only a single downpipe in the subject property and this is located on the front left corner of the building. It contains a rodding eye at low level. The pipe is not bracketed but no consequent defects were noted as a result and there were no signs of recent overflow.. FLOOR This has been recently painted, Inspection was limited, by the presence of pallets but where visible the floor was largely well presented with no major distortion or break up noted. tight damage was observed eg. occasional redundant raw1 bolts and wear and tear over expansion joint edges between slabs. The threshold of the roller shutter door is badly cracyed and spalling along its entire width and this area will now need breaking out and renewal. You should obtain quotations for the cost of this work. WALLS AND PARTITIONS These have been recently repainted and appear to be in sound condition. The party wall divisions are formed in blockwork. These are not exactly plumb and some light corrosion was noted to steelwork junctions at high level although no major deterioration was noted. Light damage was noted to plasterboard linings eg. on the rear wall and small areas of very slight ' impact damage were noted to the upper edges of blockwork (same wall). INTERNAL JOINERY As mentioned previously, the rear personnel door requires some easing and adjusting but otherwise no significant problems were noted.

39 MISCELLANEOUS Lighting is provided by fluorescent tubes in reflecting surrounds suspended from the main roof structure. No fire alarm appears to be installed in this area. There appears to be a hard wired alarm system. The gas-fired forced air heater is located in the front right-hand corner. The service head for the electrical installation is located in the small corridor leading to the ground floor office. Short circuit protection is provided by miniature circuit breakers. An incoming water main is located adjacent to the gas heater. Some leakage was noted from pipework in this area and repair is required. INTERNAL DECORATION The warehouse has been relatively recently redecorated throughout to a basic standard. Some waste paint was noted on steel framing etc. s OFFICES, CLOAKROOMS ETC CEILINGS The suspended ceilings to the first floor accommodation are in reasonable condition for their age although the odd tile is loose and some discolouration and staining was noted. Ceilings to the rooms of the lower floor are boarded, skimmed and painted and in good condition having been recently repainted. FLOORS The ground floors are covered with fitted Altro flooring or carpet tiles (within the office). The carpet tiles are modern, lightly marked but generally sound. In the gents' WC, Altro flooring is marked but serviceable but I would recommend this is taken up laround the wash basin to establish the cause of dampness in this locality. I The boarded section of flooring to the entrance hall immediately within the external door is uneven possibly due to dampness or poor construction. The area needs to be taken up, the substrata checked and the floor replaced as necessary. The Altro floor finishes are modern and in reasonable condition. At first floor, the suspended floor structure is not exactly level and there is some distortion in the floor of the main office, centrally, but this is not affecting serviceability. Carpet tiles are occasionally worn but no major defects were noted. The Altro flooring to the WC is in reasonable condition. PARTITIONS The ground floor office is contained within partitions of painted blockwork which appear in good condition. Elsewhere partitions are mostly plastered and painted and in sound order except in the ground floor gents' WC adjacent to the drain under the wash basin where plaster is damp and deteriorating. The cause is unclear.

40 No significant signs of leakage were noted from adjacent pipework so the problem may lie with the gulley itself. There is also some dampness in the plaster at the back wall of the gents' WC separating it from the warehouse probably due to leakage from the pipe adjacent to the warm air heater. This will hopefully dry out once repaired. There has been some replastering at low level in the ladies' WC at ground floor on the party wall with the gents' WC again probably caused by the dampness adjacent to the drainage gulley. Further investigation is recommended to establish the cause and remedy this dampness. Occasionally, some boarded finishes were noted eg. to the gents' WC party wall adjacent to concealed ducting. These were sound. No major defects were noted. INTERNAL JOlNERY Doors, skirtings, architraves etc appear in reasonable condition with no major defects or deficiencies noted. * There is some wear and tear to the melamine counter tops for inset wash basins in the cloakrooms and timberwork adjacent to damp walls will be prone to deterioration. The door between the warehouse and staircase is lightly damaged at high and low level. This should be maintained as a fire door ie. kept with a self-closer. to separate the first floor accommodation from the warehouse and provide a protected means of escape for the first floor accommodation. The side-hung windows are original and showing signs of wear and tear. Minor improvements are required. The staircase separating the lower and upper floors feels sound underfoot. It is lined with Altro flooring and rigid nosings. l NTERNAL DECORATION Modern and reasonable but lightly marked in areas. MISCELLANEOUS A commercial gas meter is located in the front right corner of the ground floor office. Offices are supplied with modern fluorescent tube lighting, cloakrooms have pendant lights with pull switches. Heating is provided using individual storage heaters, not all of which were working at the time of inspection. Most are of considerable age and may be expected to have a limited life and efficiency. Sanitaryware is serviceable but heavily stained in areas and overflow connections are inadequate such that in the event of valve failure, localised flooding would occur and I therefore recommend overflow arrangements are improved. I

41 Tap fittings are scaled and the waste pipe junction with the wash basin in the gents' ground floor WC has been patch repaired to a poor standard which could be associated with adjacent dampness. The wash basin in the ladies' WC is slightly cracked but serviceable. There are fibreglass water tanks located over the stairwell. Limited inspection was possible but these were covered with a polystyrene sheeting. However, they lack insulation and the tank covers are inadequate. The tanks are dirty and should be cleaned through and proper covers provided. Hot water is provided via an elderly copper hot water storage cylinder which is poorly insulated and located beneath the wash basin in the ladies' WC. Down services are run in light gauge copper tubing. There is general scaling and, as mentioned, an area of leakage adjacent to the gas-fired forced air heater in the workshop. LEGAL AND ENVIRONMENTAL MATTERS I have not seen a copy of the lease relating to the property and have therefore assumed, for the purposes of this report, that Bou are taking a fully repairing obligation. The demise, for the purposes of this report, has been assumed as being that described in 'Description' above. I have not carried out any inspection of the services and you should obtain all necessary certification from the Landlords to prove the compliance of the electrical, gas and heating installations with current standards. During the course of inspection, I noted labels which would indieate that the property has been subject to an asbestos audit. The management of asbestos in buildings is now a statutory responsibility (under the Control of Asbestos at Work Regulations 2002) to be undertaken by the 'duty holder' who is usually the person charged with repair. You should obtain a copy of the relevant risk management document from the Landlord. If you are minded to proceed with the purchase than this report should be shown to your legal advisers, all these legal enquiries should be undertaken prior to making a legal commitment to purchase. CONCLUSIONS AND RECOMMENDATIONS Although not an exhaustive list of defects, the following are items that require further investigation, consideration and occasionally pricing prior to legai commitment to lease:- 1. Rooflights are age worn and occasionally damaged. This is likely to be a progressive problem. 2. 'The asbestos fibre cement roofing sheets are weathered and there is evidence of some patch repair. In view of the sensitivity of this material, I would not recommend you take any significant repairing liability for the asbestos roof covering and rooflights.

42 3. Valley gutters are clear but ponding to one side and there is evidence of overspill. As they have a single outlet, they may be prone to overflow unless some alternative provision is made. These gutters will need regular cleaning and periodic overhaul/sealing of joints. Some anti-rust painting may be required in the medium term as galvanising wears away. You should consider limiting your liability for these areas. 4. The upper faces of verge cappings to the roof are bare of decoration and beginning to corrode. They now need painting. 5. A section of high level cladding on the back elevation has been impact damaged although this is not affecting serviceability. 6. In the rear yard, small fragments of asbestos fibre cement sheets are scattered behind the subject and neighbouring property. These are porentialiy hazardous and will need to be removed having due regard to statutory requirements including the Control of Asbestos at Work Regulations Quotations should be obtained. % 7. The concrete apron beyond the front of the loading bay externally is age worn. A small section of reinforcement is showing through and areas will need patch repair in the short to medium term.. 8 Overflow provision from internal WCs is inadequate and should be improved. The gulley in the gents' WC should be fitted with an airtight removable cover and the cause of adjacent dampness in walls needs further investigation. 9. The area of boarded floor to the front of the entrance hall is defective and needs to be taken up and renewed. 10. Water tanks need disinfecting and the provision of proper covers and insulating jackets. 11. The threshold beneath the loading bay door is damaged across the entire width which will affect serviceability. The area requires breaking out and renewal. 12. Brickwork to one side of the loading bay dpor is damaged at low level and unkeyed and! needs reconstructing. You are most strongly advised to obtain competitive quotations from reputable contractors before you exchange contracts. As soon as you receive the quotations or reports for the works specified above, and also the responses from your legal advisers, I will be pleased to advise whether or not these would cause me to change the advice which is given in this report. Only when you have ail this information before you will you be fully equipped to make a reasoned and informed judgment on whether or not to proceed.

43 I must advise you that, should you decide to exchange contracts without obtaining this information, you would have to accept the risk that adverse factors might come to light in the future. I would point out that this report is for the sole use of the party to whom it is addressed and should only be used in the context of the instructions under which it has been prepared. No responsibility is accepted to any third party for the whole or any part of its contents who chooses to rely upon it. If, after reading this report, you wish to discuss the property in more detail, then please do not hesitate to contact me. In the meantime, I take this opportunity to thank you for your kind instruction.

44 Rear Elevation

45 Right Hand Flank I Right Roof Slope

46 Right Valley Gutter

47 Left Hand Valley Gutter Rear Verge

48 Rear Verge Front Verge

49 Ponding of Gutter - Right Hand Slope Patch Repair to Roof Light

50 I Damp Proof Course to Front

51 Left Hand Side of Loading Door Gulley in Gents' WC