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Exhibit
10.50
LEASE
Date: 14
th
July 2004
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| 1 PARTICULARS |
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| 1.1 The Landlord |
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TYNE FLOORING
LIMITED whose registered office is situate at Unit C Kendall
Court 4 Doman Road Yorktown Industrial Estate Camberley Surrey GU15
3DF (Company Registration Number 00856050)
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| 1.2 The Tenant |
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AGFA MONOTYPE
LIMITED of Unit 2 Perrywood Business Park Salfords Redhill
Surrey RH1 5DZ (Company Registration Number 02663485)
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| 1.3 The Premises |
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ALL THOSE
first floor premises together with nine parking spaces situate and
known as 349 Yorktown Road College Town Sandhurst in the County of
Berkshire as shown for the purpose of identification only and edged
red on the plan annexed hereto including (for the purpose of
obligation as well as grant) the following:
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(a) All the Landlords fixtures and fittings and fixtures of
every kind which shall from time to time be in or upon the Premises
(whether originally affixed or fastened to or upon the Premises or
otherwise) except any such fixtures installed by the Tenant that
can be removed from the Premises without defacing the
same.
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(b) All walls wholly within the Premises which are not load
bearing walls including the plasterboard coverings and plasterwork
of such walls.
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(c) The internal plasterboard coverings and plasterwork of all
structural or load bearing internal walls, beams, columns and
partitions lying within the Premises.
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(d) The plastered coverings and plasterwork of the ceilings of
the Premises and all screeds and/or floorboards and any other
surface thereof.
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(e) The glass in windows and doors at the Premises and the
window frames.
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Provided the Landlord shall not be liable to the Tenant for
unauthorised parking thereon that shall from time to time take
place on the premises.
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| 1.4 Term |
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Five years from the
date hereof
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| 1.5 Rent Commencement Date |
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The 1st day of
March 2004
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| 1.6(i)
Initial
Rent |
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: TEN
THOUSAND TWO HUNDRED AND THIRTY SIX POUNDS
(£10,236) per annum
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| (ii)
Rent
Review |
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:
Rent review at end
of the 3rd year
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| 1.7 Interest
Rate |
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Four per cent per
annum above the base lending rate of Lloyds TSB Bank plc or such
other bank being a member of the Committee of London and Scottish
Bankers as the Landlord may from time to time nominate in
writing
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2
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| 1.8 Permitted User |
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Offices
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| 1.9 Landlords Estate |
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Shall mean the
Freehold of 347 and 349 Yorktown Road College Town Camberley
Surrey
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| 2.1 |
FOR the purposes of this Lease the terms defined in
clauses 1 and 2 have the meanings specified |
| 2.2 |
“building” means the building now or at any
time during the Term erected on the whole or part of the Landlords
Estate |
| 2.3 |
“the insurance rent” means the sums which
the Landlord shall from time to time pay by way of premium
:- |
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2.3.1 |
for insuring the Premises in accordance with the obligations
contained in this Lease |
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2.3.2 |
and for insuring in such amount and on such terms as the
Landlord shall reasonably consider appropriate against all
liability of the Landlord to third parties arising out of or in
connection with any matter including or relating to the
Premises |
| 2.4 |
“insured risks” means fire lightning
explosion aircraft (including articles dropped from aircraft) riot
civil commotion malicious persons earthquake storm tempest flood
bursting and overflowing of water pipes tanks and other apparatus
and impact by road vehicles and such other risks as the Landlord
from time to time in its reasonable discretion may think fit to
insure against or against which the Tenant may reasonably request
the Landlord to insure and “insured risks” shall be
construed accordingly PROVIDED THAT the same shall be upon
reasonable commercial terms subject to usual excess
payments |
| 2.5 |
“interest” means interest during the period
from the date on which payment is due to the date of payment both
before and after any judgment at the interest rate then prevailing
or should the base rate referred to in clause 1.8 cease to exist
such other rate of interest as is most closely comparable with the
interest rate to be agreed
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between the parties or in
default of agreement to be determined by the surveyor acting as an
expert and not as an arbitrator
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| 2.6 |
“the 1954 Act” means the Landlord and Tenant
Act 1954 |
| 2.7 |
“the Planning Acts” means the Town and
Country Planning Act 1990 |
| 2.8 |
“rent” means the Initial Rent and such term
does not include the insurance rent but the term
“rents” include both the rent and the insurance
rent |
| 2.9 |
“surveyor” means a Surveyor with not less
than seven years post qualification experience appointed by
agreement between the parties or in the absence of agreement
appointed on the request of either party by the President for the
time being of the Royal Institute of Chartered Surveyors or his
duly appointed deputy or anyone authorised to make the appointment
on his behalf to perform any of the functions of the surveyor under
this Lease |
| 3.1 |
THE expression “the Landlord” and “the
Tenant” wherever the context so admits includes the person
for the time being entitled to the reversion immediately expectant
on the determination of the term and the Tenant’s successors
in title respectively |
| 3.2 |
Where the Landlord and the Tenant for the time being are two or
more persons obligations expressed or implied to be made by or with
such party are deemed to be made by or with such persons jointly or
severally |
| 3.3 |
Words importing one gender include all other genders and words
importing the singular include the plural and vice
versa |
| 3.4 |
References to “the last year of the Term” include
the last year of the Term if the Term shall determine otherwise
than by effluxion of time and references to the “expiration
of the Term” include such other determination of the
Term |
| 3.5 |
“Development” has the meaning given by the
Town and Country Planning Act 1990 Section 55 |
| 3.6 |
Any
references to a specific statute include any statutory extension or
modification amendments or re-enactment of such statute and any
regulations or orders made under
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such statute and any general
reference to statute or statutes include any regulations or orders
made under such statute or statutes
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| 3.7 |
The expression “the Term” includes any continuation
or extension of the Term hereby granted and any holding over
whether by statute common law or otherwise |
THE Landlord demises
to the Tenant with full title guarantee the Premises Together with
the rights specified in the First Schedule EXCEPTING AND
RESERVING to the Landlord the rights specified in the Second
Schedule TO HOLD the Premises to the Tenant for the Term
YIELDING AND PAYING to the Landlord
| 4.1 |
the rent payable without any deduction (except where lawfully
made pursuant to statute) by equal monthly payments in advance on
the first day of each month without deductions |
| 4.2 |
by way of further rent the insurance rent payable within 14
days of written demand being received by the Tenant in accordance
with clause 7 |
THE TENANT COVENANTS
with the Landlord :-
To pay the rents on the days
and in the manner set out in this Lease and not to exercise or seek
to exercise any right or claim to withhold rent or any right or
claim to legal or equitable set-off
To pay and to indemnify the
Landlord against :-
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5.2.1 |
all rates taxes assessments duties charges impositions and
outgoings which are now or during the term shall be charged
assessed or imposed upon the Premises or upon the owner or occupier
of them excluding any payable by the Landlord occasioned by receipt
of the rents or by any dealings with this Lease or the reversionary
interest in the Premises |
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5.2.2 |
VAT (or any tax of a similar nature that may be substituted for
it or levied in addition to it) chargeable in respect of any
payment made by the Tenant under any of the terms of or in
connection with this Lease or in respect of any payment made by the
Landlord where the Tenant agrees in this Lease to reimburse the
Landlord for such payment Provided Always the Tenant is sent a
Value Added Tax Invoice addressed to the Tenant |
| 5.3 |
Electricity and other services consumed |
To pay to the suppliers and
to indemnify the Landlord against all charges for electricity gas
(when and if installed) and other services consumed or use at or in
relation to the Premises (including Water Rates).
| 5.4 |
Repair cleaning and decorating etc. |
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5.4.1 |
To keep the Premises in good and substantial repair and
condition excepting damage caused by an insured risk other than
where the insurance money is irrecoverable in consequence of any
act or default of the Tenant or anyone at the Premises expressly or
by implication with the Tenant’s authority and under the
Tenant’s control in the course of employment |
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5.4.2 |
To replace from time to time the Landlord’s fixtures and
fittings in the Premises which may be or become beyond repair at
any time during or at the expiration of the Term |
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5.4.3 |
To clean the Premises and keep them in a clean condition in so
far as reasonably necessary |
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5.4.4 |
Not to deposit or permit to be deposited any waste rubbish or
refuse on the open land except in a proper waste receptacle pending
clearance |
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5.4.5 |
Not to cause any land roads or pavements abutting the Premises
to be untidy or in a dirty condition and in particular (but without
prejudice to the generality of the above) not to deposit on them
refuse or other materials |
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5.4.6 |
In the third year of the term and in the last year of the Term
to redecorate the interior of the building in a good and
workmanlike manner and with appropriate materials of good quality
to the reasonable satisfaction of the Landlord any change in the
tints colours and patterns of such decoration to be approved by the
Landlord such approval not to be unreasonably withheld. |
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| 5.5 |
Waste and alterations |
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5.5.1.2 |
make any structural addition to the Premises |
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5.5.1.3 |
unite the Premises with any adjoining premises |
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5.5.1.4 |
make any alteration to the Premises save as permitted by the
following provisions of this clause |
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5.5.2 |
Not to make internal non-structural alterations to the building
without obtaining and complying with all necessary consents of any
competent authority and paying all charges for any such authority
in respect of such consents and notify the Landlord of the
intention to make alterations |
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5.5.2 |
SUBJECT to the provisions of clause 5.2: |
To remove any additional
buildings additions alterations or improvements made to the
Premises or any demountable partitions installed in the Premises at
the expiration of the Term if so requested by the Landlord and to
make good any part or parts of the Premises which may be damaged by
such removal
| 5.6 |
Signs and Advertisements |
NOT without the
previous consent in writing of the Landlord (such consent not to be
unreasonably withheld or delayed) to affix or exhibit on the
outside of the building or to or through any window of the building
nor display anywhere on the Premises any placard sign note facia
board or advertisement which is in breach of the Planning
Acts
| 5.7 |
Statutory obligations |
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5.7.1 |
At the Tenant’s own expense to execute all works and
provide and maintain all arrangements upon or in respect of the use
to which the Premises are being put that are required in order to
comply with the requirements of any statute (already or in the
future to be passed) or any government department local authority
other public or competent authority or court of competent
jurisdiction |
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5.7.2 |
Not to do in or near the Premises any act or thing by reason of
which the Landlord may under any statute incur having imposed upon
them or become liable to pay any penalty damages compensation costs
charges or expenses |
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5.7.3 |
Without prejudice to the generality of the above to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law or by any byelaws applicable to the
Premises or in regard to carrying on the trade or business for the
time being carried on the Premises |
| 5.8 |
Access of Landlord and Notice to Repair |
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5.8.1 |
To permit the Landlord :- |
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5.8.1.1 |
upon written notice 5 working days in advance (save in the case
of emergency) to enter upon the Premises for the purpose of
ascertaining that the covenants and conditions of this Lease have
been observed and performed |
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5.8.1.2 |
upon written notice 5 working days in advance (except in the
case of emergency) to view the state of repair and condition of the
Premises and |
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5.8.1.3 |
to give to the Tenant a notice specifying any repairs cleaning
maintenance or painting that the Tenant has failed to execute in
breach of the terms of this Lease and to request the Tenant to put
in hand all reasonable steps to execute the same |
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5.8.2 |
If within three months of the service of such a notice the
Tenant shall not have commenced and be proceeding diligently with
the execution of the work referred to in such notice to permit the
Landlord to enter the Premises to execute such work as may be
necessary to comply with the notice and to pay to the Landlord the
reasonable and proper cost of so doing and all expenses properly
and reasonably incurred by the Landlord (including reasonable and
proper legal costs and surveyor’s fees) within fourteen days
of a written demand |
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5.9.1 |
The Tenant
must not hold the Premises on trust for another. The Tenant must
not part with possession of the Premises or any part of them or
permit another
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to occupy them or any part
of them except pursuant to a transaction permitted by and effected
in accordance with the provisions of this Lease PROVIDED
ALWAYS
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5.9.1.1 |
Not withstanding the provisions of Clause 5.9.1 the Tenant may
without the Landlords consent allow a Company which is a member of
the same group as the Tenant (within the meaning of the 1954 Act
Section 42) to occupy or share occupation of the whole or part
of the Premises for so long as both Company’s remain members
of the same group and otherwise then in a manner that transfers or
creates a legal estate |
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5.9.1.2 |
The Tenant may enter into franchise or concession agreements
with other Company’s or individuals authorising such
Company’s or individuals to trade from part of the Premises
provided that the agent does not create or transfer a legal estate
and no relationship of Landlord or Tenant is thereby created and it
shall be the Tenants responsibility to remove such person or
persons at the end of this Lease and to indemnify the Landlord
against any costs arising thereto |
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5.9.2 |
The Tenant must not assign, sublet or charge part only of the
Premises |
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5.9.3 |
Subject to clauses 5.9.4 and 5.9.5 the Tenant must not assign
the whole of the Premises without the consent of the Landlord whose
consent must not be unreasonably withheld or delayed |
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5.9.4 |
If any of the following circumstances—which are specified
for the purposes of the Landlord and Tenant Act 1927 section
19(1A)—applies either at the date when application for
consent to assign is made to the Landlord, or after that date, but
before the Landlord’s consent is given, the Landlord may
withhold his consent and if, after the Landlord’s consent has
been given but before the assignment has taken place, any such
circumstances apply, the Landlord may revoke his consent, whether
his consent is expressly subject to a condition as referred to
below or not. The circumstances are: |
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5.9.4.1 |
that the rent due from the Tenant under this Lease has been
demanded and remains unpaid |
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5.9.4.2 |
that in the Landlord’s reasonable opinion the assignee is
not a person who is likely to be able to comply with the tenants
covenants of this Lease and to continue to be able to comply with
them following the assignment |
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5.9.4.3 |
in the case of an assignment to a company in the same group as
the Tenant within the meaning of section 43 of the Landlord and
Tenant Act 1954 in the Landlord’s reasonable opinion the
assignee is a person who is less likely to be able to comply with
the tenant covenants of this Lease than the Tenant requesting
consent to assign, which likelihood is adjudged by reference in
particular to the financial strength of that Tenant aggregate with
that of any guarantor of the obligations of that Tenant and the
value of any other security for the performance of the tenant
covenants of this Lease when assessed at the date of grant
or—where that Tenant is not the Original Tenant—the
date of the assignment of this Lease to that Tenant, or |
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5.9.4.4 |
that the assignee or any guarantor for the assignee, other than
any guarantor under an authorised guarantee agreement, is a
corporation registered—or otherwise resident—in a
jurisdiction in which the order of a court obtained in England and
Wales will not necessarily be enforced against the assignee or
guarantor without any consideration of the merits of the
case |
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5.9.5 |
The Landlord may impose any or all of the following
conditions—which are specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927—on giving any
consent for an assignment by the Tenant, and any such consent is to
be treated as being subject to each of the following |
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5.9.5.1 |
a condition that on or before any assignment and before giving
occupation to the assignee, the Tenant requesting consent to
assign, together with any former tenant who by virtue of section 11
of the Landlord and Tenant (Covenants) Act 1995 was not released on
earlier assignment of this Lease, must enter into an authorised
guarantee agreement in favour of the Landlord in the terms set out
in the schedule The Authorised Guarantee Agreement |
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5.9.5.2 |
a condition that if reasonably so required by the Landlord on
an assignment to a limited company, the assignee must ensure that
at least one director of the company or some other guarantor or
guarantors reasonably acceptable to the Landlord, enter into direct
covenants with the Landlord in the form of the guarantor’s
covenants contained in clause 8 with ‘the Assignee’
substituted for ‘the Tenant’. |
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5.9.5.3 |
a condition that upon or before any assignment, the Tenant
making the request for consent to assign must give to the Landlord
a copy of the heath and safety file required to be maintained under
the Construction (Design and Management) Regulations 1994
containing full details of all works undertaken to the Premises by
the Tenant. |
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5.9.6 |
The Tenant must not charge the whole of the Premises without
the consent of the Landlord, whose consent may not be unreasonably
withheld or delayed |
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5.9.7 |
The Tenant must not sublet the whole of the Premises without
the Landlord’s consent which may not be unreasonably withheld
or delayed |
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5.9.8 |
Every permitted sublease must be granted, without a fine or
premium, at a rent not less than whichever is the greater of the
then open market rent payable in respect of the Premises—to
be approved by the Landlord (such approval not to be unreasonably
withheld or delayed) before the sublease and the Rent, to be
payable in advance on the days on which the Rent is payable under
this Lease. Every permitted sublease must contain provisions
approved by the Landlord - |
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5.9.8.1 |
for the upwards only review of the rent reserved by it, on the
same or similar basis to that contained in this Lease |
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5.9.8.2 |
prohibiting the subtenant from doing or allowing anything in
relation to the Premises inconsistent with or in breach of the
provisions of this Lease |
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5.9.8.3 |
for re-entry by the sublandlord in breach of any covenant by
the subtenant |
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5.9.8.4 |
imposing an absolute prohibition against all dealings with the
Premises other than assignment, or subletting of the
whole |
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5.9.8.5 |
prohibiting assignment subletting or charging of the whole of
the Premises without the consent of the Landlord under this Lease
which consent shall not be unreasonably withheld or
delayed |
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5.9.8.6 |
requiring the assignee on any assignment of the sublease to
enter into direct covenants with the Landlord to the same effect as
those contained in this Lease |
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5.9.8.7 |
requiring on each assignment of the sublease that the assignor
enters into an authorised guarantee agreement in the same
terms—adapted to the suitable circumstances—as in this
Lease |
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5.9.8.8 |
prohibiting the subtenant from holding on trust for another or
permitting another to share or occupy the whole or any part of the
Premises other than as provided for in like terms to clause 5.9.1
hereof |
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5.9.8.9 |
imposing in relation to any permitted assignment subletting or
charge the same obligations for registration with the Landlord as
are contained in this Lease in relation to dispositions by the
Tenant |
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5.9.8.10 |
excluding the provisions of sections 24-28 of the Landlord and
Tenant Act 1954 from the letting created by this
sublease |
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5.9.9 |
Before any permitted subletting, the Tenant must ensure that
the subtenant enters into a direct covenant with the Landlord that
while the subtenant is bound by the tenant covenants of the
sublease and while he is bound by an authorised guarantee agreement
the subtenant will observe and perform the tenant covenants
contained in this Lease |
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5.9.10 |
The Tenant must not grant a sublea |
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