Exhibit 10.9
DATED 1998
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BLOCKBUSTER ENTERTAINMENT LIMITED
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AIRSPAN COMMUNICATIONS LIMITED
AGREEMENT FOR UNDERLEASE
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relating to
▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Riverside Way Uxbridge
Brook Street Des Roches
▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
(Ref: ▇▇.▇▇.▇▇. Uxbridge Agree Lse.doc 30/10/98)
THIS AGREEMENT is made the _____ day of ___________ 1998
BETWEEN:
(1) "The Landlord" BLOCKBUSTER ENTERTAINMENT LIMITED whose registered office
is at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(2) "The Tenant" AIRSPAN COMMUNICATIONS LIMITED of [ ]
NOW IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 "the Premises" means all those premises situate at and known as
▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Riverside Way Uxbridge more particularly described
in the Lease hereinafter mentioned
1.2 "the Landlord" includes the successors in title of the Landlord
to the Premises and any other person who is at any
time entitled to the reversion immediately
expectant on the term agreed to be granted by this
Agreement
1.3 "the Tenant" does not include the personal representatives or
any other successors in title of the Tenant
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1.4 "the Completion Date" means the 15 day of February 1999 or if later
the working day following the Conditional
Date
1.5 "the Lease" means an underlease of the Premises for a
term of years expiring on the 22 day of June
2006 at an initial rent of (Pounds)157,500.00
(one hundred and fifty seven thousand five
hundred pounds) per annum such underlease to
be in the form of the draft annexed to this
Agreement and initialled by or on behalf of
the parties hereto
1.6 "Rent Commencement Date" means a date which is six months from
1.6.1 (if the Lease is completed on the Completion
Date) the Completion Date
1.6.2 (if the Lease is not completed until after
the Completion Date solely because of any
failure by the Landlord for any reason to
comply with his obligations under this
Agreement) the date on which the Lease is;
completed
1.6.3 (if the Lease is not completed until after
the Completion Date solely because of any
failure by the Tenant for any reason to
comply with his obligations under this
Agreement) the Completion Date
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1.6.4 (in any other case) the date on which the
Lease is completed
1.7 "Bank Guarantee" means a guarantee equivalent to the initial
annual rent and term as referred to in clause
1.5 above and provided by Lloyds Bank in a
form of the draft annexed hereto
1.8 "Conditional Date" means the date on which the License is if
later the date on which the Bank Guarantee is
granted in respect of which no notification
is given pursuant to Clause 3.4
1.9 "the Superior Landlord" means Sun Group Alliance Properties or its
successors in title or assigns
1.10 "License" means the consent in writing of the Superior
Landlord to the grant of the Lease to the
Tenant
1.11 "Head Lease" means the Lease dated 29 day of September
1981 and made between Sun Alliance and London
Assurance Company Limited (1) Kabivitrum (2)
1.12 words importing one gender shall be construed as importing the other
gender
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1.13 words importing the singular shall be construed as importing the
plural and vice versa
1.14 where any party comprises more than one person the obligations and
liabilities of that party under this Agreement shall be joint and
several obligations and liabilities of those persons
1.15 the clause headings herein do not form part of this Agreement and
shall not be taken into account in its construction or interpretation
2. BANK GUARANTEE
2.1 The Tenant shall immediately make diligently pursue an application to
Lloyds Bank requesting the Bank Guarantee
2.2 If for any reason within the period of 3 months immediately following
the date of this Agreement the Bank Guarantee has not been made the
Landlord may at the end of such period or at any time subsequently
before the Bank Guarantee has been made serve on the other a Notice
invoking the provisions of Clause 4.1 3.
3. SUPERIOR LANDLORD'S CONSENT
3.1 The Tenant shall:
3.1.1 comply with all requirements which the Superior Landlord is
entitled by the terms of the Head Lease to impose on a
prospective undertenant of the Premises as a condition of the
Superior Landlord granting the License;
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3.1.2 if so required by the Superior Landlord as a condition of
granting the license to covenant directly with the Superior
Landlord to observe and perform the covenants and conditions to
be contained in the Lease; and
3.1.4 comply with all reasonable requirements of the Landlord and the
Superior Landlord in relation to the obtaining of the License
3.2 Subject to compliance by the Tenant with its obligations under
Clause 3.1 the Landlord shall:
3.2.1 promptly and at its own expense apply to the Superior Landlord
for the License and diligently pursue such application; and
3.2.2 use all reasonable endeavors to procure the grant of the
License
3.2.3 promptly supply to the Tenant a certified copy of the License
when it has been granted
3.3 If the Superior Landlord does not grant the License or proffers or
grants the License on conditions which arc unacceptable to the
Landlord he shall not be obliged by the terms of this clause to
institute proceedings for a declaration that the Superior Landlord's
consent has been unreasonably withheld
3.4 Any condition subject to which the License is granted or proffered
shall be unacceptable if either the Landlord or the Tenant is
unwilling on reasonable grounds to comply with the same and so
notifies the other in writing within fourteen days after the date on
which his solicitors first receive the original or a
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copy of the License or written notification that the Superior Landlord
is seeking to impose such a condition (time being of the essence) but
otherwise any such condition shall be deemed to be acceptable
3.5 If for any reason within 3 months from the date hereof the License has
not been granted or has been granted subject to unacceptable
conditions to the Landlord then either the Landlord or the Tenant may
after the expiry of the said period or at any later date (and
notwithstanding any license that may have been proffered or granted
after the expiry of such period) sere on the other a Notice invoking
the provisions of Clause 4 hereof
4. TERMINATION
4.1 Upon service of Notice pursuant to either Clause 2.2 or Clause 3.5
(and notwithstanding anything to the contrary contained or implied
elsewhere in this Agreement) this Agreement shall (save for Clause 4.2
and without prejudice to any pre-existing fight of action of' any
party in respect of any breach by the other party of its obligations
under tiffs Agreement) immediately determine and cease to have effect
and the party shall be released from any further liability hereunder
4.2 If this Agreement determines in accordance with Clause 2.2 or Clause
3.5 the Tenant shall immediately procure the cancellation of any Land
Charge registered at H M Land Charges Registry or (as the case may be)
any notice or other entry registered against the Landlord's title at
H M Land Registry in respect of this Agreement
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5. GRANT AND COMPLETION
5.1 Subject to Clause 4 the Landlord shall grant the Lease and the Tenant
shall accept the Lease and execute the counterpart of it
5.2 The Lease and the counterpart shall be prepared by the Landlord's
solicitors and an engrossment of the counterpart shall be delivered to
the offices of the Tenant's solicitors at least five days before the
Completion Date
5.3 The Lease shall be completed on the Completion Date at the offices of
the Landlord's solicitors or at such other place as the Landlord's
solicitors shall reasonably require
5.4 At any time on or after the Completion Date either the Landlord or the
Tenant being ready and willing to complete the Lease and perform its
other obligations under this Agreement may (but without prejudice to
any other available fight or remedy) by notice to the other invoke the
provisions of Clause 5.5
5.5 Within fourteen days after service of such notice (excluding the day
of service) the Lease shall be completed and the parties shall perform
their other obligations under this Agreement and time shall be of the
essence in this provision
6. VACANT POSSESSION AND RENT
6.1 Vacant possession of the Premises shall be given to the Tenant on the
following dates:
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6.1.1 as to that part of the Premises comprising the warehouse
building January 1999
6.1.2 as to that part of the Premises comprising the first floor of
the office building January 1999
6.1.3 as to the remainder of the Premises March 1999
Provided that (and without prejudice to any other remedy available to
the Tenant) if the Landlord shall fail to give possession of the whole
or any parts of those parts of the Premises specified in this
subclause on the dates provided the rent-free period of six months
from the Completion Date shall be extended pro rata for each day that
vacant possession shall not have been given.
6.2 If the Lease is completed rent shall be payable in accordance with the
terms of the Lease from the Rent Commencement Date and on completion
of the Lease the ▇▇▇▇▇ shall pay to the Landlord rent (apportioned if
necessary as provided in Clause 6.3) in respect of the period
commencing on the Rent Commencement Date and ending on the day before
the usual quarter day immediately following the date on which the
Lease is completed
6.3 Rent shall be apportioned for the purposes of Clause 6.2 on the
assumption that it accrues on a day-to-day basis and in accordance to
the number of days in the relevant period relevant to the number of
days in the full year
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7. LICENSE TO OCCUPY
7.1 If the Tenant is authorized by the Landlord to go into occupation of
the whole or any part of the premises before completion then as from
the date of such authorization the Tenant shall:
7.1.1 not occupy the Premises otherwise than as the licensee of
the Landlord
7.1.2 pay to the Landlord a license fee at the same annual rate
and on the same dates as the rents referred to in the Leases
PROVIDED THAT (where the Tenant is authorized to occupy part
only of the Premises) such License fee and rents shall be
apportioned as follows:
Ground Floor less than or equal to 26,596.00 (twenty-six
thousand
five
hundred and
ninety-six
pounds)
First Floor less than or equal to 26,596.00 (twenty-six
thousand
five
hundred and
ninety-six
pounds)
Second Floor less than or equal to 26,596.00 (twenty-six
thousand
five
hundred and
ninety-six
pounds)
Warehouse less than or equal to 77,758.00 (seventy-
seven
thousand
seven
hundred and
fifty-eight
pounds)
7.1.3 perform and observe the covenants and conditions contained
in the Lease as if a lease in the form of the Lease had been
granted so far as the same may be applicable to the license
created by this Agreement, and
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7.1.4 not carry out any work to the Premises without having
_________ obtained all necessary consents including that of
the Superior Landlord
7.2 If before completion the Tenant fails to pay such license fee or to
perform and observe such covenants and conditions or any event happens
which would entitle the Landlord to re-enter upon the Premises if the
Lease had actually been granted (whether or not after notice) and such
failure or event has not been remedied within five working days from
the receipt by the Tenant of notice specifying such failure or event
and requiting the same to be remedied then the Landlord may terminate
this Agreement without prejudice to accrued rights of action
7.3 The Tenant's license to occupy the Premises shall expire on the
earliest of:
7.3.1 the Completion Date
7.3.2 the date this Agreement is rescinded, or
7.3.3 the date this Agreement is terminated
7.4 Upon the expiry of the Tenant's license to occupy the Tenant shall
forthwith vacate the Premises and at the request of the Landlord
restore it to the same state of repair and condition as at the date of
this Agreement If the Tenant fails to comply with such request the
Landlord may carry out the necessary works and the costs of the works
shall be paid by the Tenant to the Landlord on demand
7.5 If the Tenant remains in occupation of' the Premises after its license
to occupy expires. such occupation shall be upon the same conditions
as in this Agreement but without prejudice to the Landlord's fight of
action
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7.6 Any property remaining in or upon the Premises after the Tenant has
vacated and which the Tenant has failed to remove by the fifth working
day after being requested by the Landlord so to do may in so far as it
is annexed to the Premises be treated as having reverted to the
Landlord or otherwise be removed, stored and sold by the Landlord as
the agent of the Tenant The Landlord shall hold the proceeds of sale
after deducting the costs and expenses of removal storage and sale
incurred by it to the order of the Tenant In either case the Tenant
shall indemnify the Landlord against liability incurred by it to any
third party whose property is dealt with by the Landlord in the bona
fide mistaken belief (which shall be presumed unless the contrary is
proved) that such property belonged to the Tenant and was liable to be
dealt with as such pursuant to this sub-clause
7.7 Any works carried out to the Premises by the Tenant or at its request
pending completion shall be at the sole risk and expense of the Tenant
the Tenant shall not be entitled to claim any compensation or other
sum from the Landlord in respect of such matters if the proposed lease
is not completed
7.8 The Tenant will keep the Landlord fully and effectively indemnified
from and against all actions proceedings claims damage costs claims
loss expenses or injury arising directly or indirectly out of the
license to occupy created by this Agreement
8. DAMAGE TO THE PREMISES
No damage or destruction of the building of which the Premises form part or
any part of them occurring after the date of this Agreement howsoever
occasioned shall in any way affect the obligations of the parties under the
Agreement
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9. TITLE AND CONDITION
9.1 The Tenant shall assume the right of the Landlord to grant the Lease
and shall not require any evidence of or raise any objection
requisition or enquiry in respect of the Landlord's title to the
Premises
9.2 The Premises shall be deemed to be subject to the matters set out or
referred to in the Lease and the Tenant or the Tenant's solicitors
having been supplied with such information as the Landlord has
concerning such matters the Tenant has entered into this Agreement
with notice of them and shall raise no objection requisition or
enquiry in respect of them
9.3 The Tenant has entered into this Agreement with notice of the actual
state and condition of the Premises and shall take the Premises as
they are
10. RESTRICTIONS
10.1 In this Clause "Restrictions" means all matters affecting the Premises
or their use registered or capable of being registered as local land
charges and all notices charges orders resolutions demands proposals
requirements restrictions agreements directions or other matters
affecting the Premises or their use served or made by any local or
other competent authority or otherwise arising under any statute
10.2 The Premises shall be demised subject to all (if any) Restrictions
(whether in existence at the date of this Agreement or arising at any
later date)
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10.3 No representation is made or warranty given by the Landlord as to
whether or not any Restrictions exist or as 'to the permitted use of
the Premises for planning purposes or as to whether in other respects
the Premises comply with any Restrictions
10.4 The Tenant acknowledges that its obligations under this Agreement and
the Lease shall not be affected or lessened in any way by the fact
that there may now or subsequently exist any Restrictions or any non-
compliance with any Restrictions and (to the extent that compliance
with the same would be the Tenant's responsibility under the Lease)
the Tenant shall indemnify the Landlord in respect of any liability
under any requirement of any local or other competent authority in
relation to the Premises (whether made before or after the date of
this Agreement)
11. MISREPRESENTATIONS, ETC.
11.1 Save as hereinafter provided no agent adviser or other person acting
for the Landlord has at any time been authorized by the Landlord to
make to the Tenant or to any agent adviser or other person acting for
the Tenant any representation whatever (whether written oral or
implied) in relation to the Premises or to any matter contained or
referred to in this Agreement
11.2 Any statement made in writing by the Landlord's solicitors to the
Tenant's solicitors prior to the making of this Agreement in reply to
an enquiry made in writing by the Tenant's solicitors was made with
the authority of the Landlord
11.3 No immaterial error omission or misstatement in this Agreement or in
any plan referred to in this Agreement or in any statement made by any
person prior to the
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making of this Agreement shall in any way affect the obligations of
the parties under this Agreement or entitle any party to damages or
compensation
12. NO ASSIGNMENT, ETC.
The Tenant shall not assign underlet charge or otherwise deal with the
benefit of this Agreement in whole or part and the Landlord shall not be
obliged to grant, the Lease to any person other than the Tenant
13. NO POSSESSION
13.1 This Agreement is an executory Agreement only and shall not operate as
a demise of the Premises
13.2 [Subject to the provisions of Clause 7 hereof] the Tenant shall not be
entitled to occupation or possession of the Premises until the Lease
is completed
14. NOTICES
14.1 Any notice or other communication given or made in accordance with
this Agreement shall be in writing and may (in addition to any other
effective mode of service) be sent by registered and recorded delivery
post to the relevant party either at the address of that party shown
on the first page of this Agreement or at such other address as may
from time to time have been notified to the sender as being the
address for service of the relevant party of the purposes of this
Agreement
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14.2 Any notice or other communication given by or to any party in
accordance with this Agreement may be given by or to that party's
solicitors;
15. NO MERGER
To the extent that they remain to be observed and performed all the
provisions of this Agreement shall continue in full force and effect
notwithstanding completion of the Lease
IN WITNESS WHEREOF, the hands of the Tenant the Surety and of an authorized
officer of the Landlord have hereunto been set the day and year first
before written
THE COMMON SEAL of )
BLOCKBUSTER ENTERTAINMENT )
LIMITED was hereunto )
affixed in the presence of: )
Director
Secretary
THE COMMON SEAL of )
AIRSPAN COMMUNICATIONS )
LIMITED was hereunto )
affixed in the presence of: )
Director
Secretary
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DATED 1998
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BLOCKBUSTER ENTERTAINMENT LIMITED
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AIRSPAN COMMUNICATIONS LIMITED
UNDERLEASE
----------
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premises situate at
▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Riverside Way
Uxbridge
Brook Street Des Roches
▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
(Ref: ▇▇.▇▇.▇▇. Uxbridge Agree Lse.doc 14/10/98)
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THIS UNDERLEASE is made the _____ day of One Thousand Nine Hundred and Ninety
Eight
BETWEEN:
(1) BLOCKBUSTER ENTERTAINMENT LIMITED whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter called "the Landlord"
which expression include the reversioner for the time being immediately
expectant upon the term hereby created)
(2) AIRSPAN COMMUNICATIONS LIMITED of [ ]
(hereinafter called "the Tenant" which expression includes his successors
in title and assigns)
WITNESSETH as follows:
1. DEFINITION
IN this Underlease the following expressions shall have the meanings
hereinafter, respectively, assigned to them:
1.1 "the Head Lease" the Lease dated 29 day of September 1981 and
made between Sun Alliance and London
Assurance Company Limited (1) Kabivitrumm (2)
1.2 "the Demised Premises" the premises described in the First Schedule
hereto
1.3 "the Interest Rate" one per cent (1%) above the interest rate
specified in the Head Lease from time to time
1.4 "the Term" a term of years from the date hereof until
the 22 day of June 2006 (unless determined as
provided hereunder)
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1.5 "the Rent" a rent of One, Hundred and Fifty Seven
Thousand Five Hundred Pounds
((Pounds)157500.00) per annum subject to
review in accordance with the provisions
of Clause 5 hereof
1.6 "the Rent Commencement Date" the [ ] day of [ ] 19[ ]
1.7 "the Permitted User" Please insert specific use excluding the
users prohibited by the Head Lease and
clause [ ] of this Underlease
1.8 "the Head Rent" the rent first reserved by the Head
Lease
1.9 "the Excepted Clauses" Clauses 2(1)(3)(30)(31) of the Head
Lease
1.10 "the Insurance Rent" the sums payable by the Landlord under
Clause 1 (a) of the Head Lease
1.11 "the Superior Landlord" the immediate Superior Landlord and
where the context so admits every
Landlord having an interest in the
Demised Premises in reversion to the
Underlease
2. DEMISE
IN CONSIDERATION of the rents hereinafter reserved and of the Tenant's covenants
hereinafter contained the Landlord HEREBY DEMISES unto the Tenant ALL THOSE the
Demised Premises TOGETHER with the fights set out in the Second Schedule hereto
but EXCEPTING and reserving to the Landlord and all others so entitled as
mentioned in the Third Schedule hereto and SUBJECT to the rights quasi easements
privileges covenants restrictions and stipulations of whatever nature affecting
the Demised Premises TO HOLD the same unto the Tenant for the Term YIELDING ,AND
PAYING therefor to the Landlord:-
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2.1 the Rent to be paid clear of all deductions and set-off whatsoever by equal
quarterly payments in advance on the usual quarter days and by bankers
standing order if required by the Landlord the first of such payments being
a proportionate sum from the Rent Commencement Date to the next quarter day
being payable on the Rent Commencement Date
2.2 by way of fresher and additional rent:
2.2.1 any interest payable under the provisions of clause 3.2 hereof
2.2.2 the Insurance Rent as payable under provisions of clause 3.4 hereof
2.2.3 any other sum payable by the Tenant to the Landlord hereunder
3. THE TENANT ▇▇.▇▇ COVENANTS
With the Landlord in manner following that is to say:-
3.1 To pay ▇▇▇ standing order to the Landlord's Bank as notified to the Tenant
from time to time) the Rent and the further and additional rent hereby
reserved on the days and in the manner aforesaid without any deduction or
set-off
3.2 To pay interest at the Interest Rate on all Rent or other sums due
hereunder from the Tenant to the Landlord from the due date therefor to the
date of payment (whether before or after judgement) .
3.3 To pay and discharge all rates taxes duties charges assessments impositions
and outgoings whatsoever whether parliamentary parochial local or of any
other description which are now or may at any time hereafter be assessed
charged imposed upon or payable in respect of the Demised Premises or any
part thereof or by the owner or occupiers thereof and to pay for all
supplies of gas water electricity or power consumed upon the Demised
Premises including all meter rent and standing charges
3.4 To pay to the Landlord on demand without any deduction or set-off by way of
further and additional rent and in advance if required by the Landlord the
Insurance Rent
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3.5 To pay to the Landlord on demand without deduction or set-off by way of
further and additional rent the reasonable costs of management of the
Demised Premises whether by the Landlord or otherwise
3.6 To pay all Value Added Tax (which expression includes in this Underlease
any tax or duty from time to time replacing or supplementing the same) at
the rate for the time being in force as shall be legally payable in respect
of all monies covenanted to be paid by the Tenant under the terms of this
Underlease or as the case may be to repay to the Landlord any Value Added
Tax borne by the Landlord (except to the extent in the latter case to which
the Landlord can recover the same in its accounting with the appropriate
revenue authority) and in every case where in this Underlease the Tenant
covenants to pay an amount of money such amount shall be regarded as being
exclusive of all Value Added Tax (or such other tax or duty) which may from
time to time be legally payable thereon and to provide the Landlord with
such information regarding the Value Added Tax stares of the Tenant as the
Landlord may from time to time require and to notify the Landlord forthwith
on the occurrence of a change in such stares
3.7 Not to use or occupy or permit to be used or occupied the Demised Premises
for exempt purposes (as defined in the Value Added Tax Act 1994) without
paying to the Landlord on demand the full amount of all Value Added Tax (if
any) which the Landlord is or would be required to repay to or would be
unable to recover from HM Customs & Excise as a result of such use for
exempt purposes
3.8 Not to use the Demised Premises for any purpose ,except the Permitted User
3.9 Not to assign the whole (as opposed to any part or parts) of the Demised
Premises without the previous written consent of the Landlord not to be
unreasonably withheld or delayed and in the event of the Landlord
consenting to an assignment of the whole of the Demised Premises to procure
that the assignee enters into covenants with the Landlord free of cost to
the Landlord and in such form as the Landlord shall reasonably require to
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pay the rents hereby reserved and perform and observe the covenants on the
part of the Tenant herein contained during the residue of the term hereby
granted
3.10 Not to accept any premium or other capital payment in consideration of the
surrender of any Underlease by any Undertenant without the previous written
approval of the Landlord (not to be unreasonably withheld)
3.11 Not to accept or agree to accept the surrender of any Underlease without
the previous written approval of the Landlord (such approval not to
unreasonably withheld)
3.12 Not to permit the assignment of any Underlease save by way of an Assignment
to a respectable and responsible Tenant having the previous written
approval of the Landlord not to be unreasonably withheld or delayed
3.13 Not (except by way of an Assignment) to underlet or part with possession of
the Demised Premises hereby demised or any part thereof
3.14 PROVIDED ALWAYS that in the case of an assignment of the whole of the
Demised Premises the Landlord shall be entitled:
3.14.1 to withhold its consent in any of the circumstances set out in
clause 3.16
3.14.2 to impose all or any of the matters set out in clause 3.17 as a
condition of its consent
3.15 The provisos to clause 3.14 are specified for the purposes of Section 19
(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and shall operate without
prejudice to the fight of the Landlord to withhold such consent on any
other ground or grounds where such withholding of consent is reasonable or
to impose any further condition or conditions upon the grant of consent
where the imposition of such condition or conditions is reasonable
3.16 The circumstances referred to in clause 314.1 are as follows:
3.16.1 where in the reasonable opinion of the Landlord it has not been
satisfactorily demonstrated that the proposed assignee is able
and likely to perform and observe and will be able and likely to
perform and observe the tenant's covenants and obligations
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under this Underlease and any deed which has then been entered into
supplemental or pursuant to this Underlease
3.16.2 where the proposed assignee enjoys diplomatic or state immunity
3.16.3 where the assets of the proposed assignee upon which any reasonable
assessment of financial strength is based are not in the United Kingdom
or some other jurisdiction with which there is subsisting with the
United Kingdom a system of reciprocal enforcement of judgements
3.17 The conditions referred to in clause 3.14.2 are as follows:
3.17.1 the execution and delivery to the Landlord prior to or
contemporaneously with the assignment in question of a deed of
guarantee in the form set out in the Fourth Schedule hereof
(being an authorized guarantee agreement within Section 16 of
the Landlord and Tenant (Covenants) Act 1995)
3.17.2 the payment to the Landlord of all rents and other sums which
have fallen or which fall due under this Underlease prior to the
date of the assignment
3.17.3 the obtaining and compliance with any conditions of any
requisite consent of any Superior Landlord or mortgagee
3.18 To observe and perform the covenants on the part of the Lessee contained
or referred to in the Head Lease (save for the Excepted Clauses) as if
the same were set out herein in extenso (as if reference to the landlord
under the Head Lease were reference to the Landlord and as if reference
to the tenant under 'the Head Lease were reference to the Tenant and
reference to the term granted by the Head Lease were reference to the
Term) but excluding the payment of the Head Rent and to keep the
Landlord fully and effectively indemnified against all claims for breach
non-observance or non-performance thereof in respect of the Demised
Premises
3.19 To permit the Landlord upon reasonable prior notice (save in case of
emergency) to enter upon the Demised Premises for any purpose that in
the opinion of the Landlord is necessary to enable it to comply with the
covenants on its part contained in the Head
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Lease notwithstanding that the obligation to comply with such covenants
may be imposed on the Tenant by this Underlease
3.20 Not to use or permit the Demised Premises to be used for the retail sale
and hire of videos
4. THE LANDLORD HEREBY COVENANTS with the Tenant:
4.1 That the Tenant paying the rents and other charges reserved and made
payable at the times and manner aforesaid and performing and observing
the covenants agreements conditions and stipulations on the part of the
Tenant hereinbefore contained shall and may peaceably and quietly hold
and enjoy the Demised Premises for the Term without any interruption
from or by the Landlord or any person lawfully claiming through under or
in trust for it
4.2 To pay the Head Rent during the term of the Head Lease
4.3 Subject to the Tenant paying the rents and other charges reserved and
made payable hereunder to use its reasonable endeavours at the cost of
the Tenant to procure that the Superior Landlord complies with its
obligations in the Head Lease provided that the Landlord shall be under
no liability personally to comply with such obligations
5. RENT REVIEW
5.1 The rent payable hereunder shall be reviewed with effect from the 24 day
of June 2001
5.2 The rent review provisions of the Head Lease shall apply hereto mutatis
mutandis
6. PROVISIONS AND DEFINITIONS
IN this Underlease where the context so admits:
6.1 Reference to the Landlord shall (where appropriate) include reference to
the Superior Landlord
6.2 For the avoidance of any doubt the Landlord's consent shall not be
deemed to be unreasonably withheld should it arise from the refusal by
the Superior Landlord to give consent
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6.3 Reference to the Landlord the Superior Landlord and the Tenant shall
include 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
6.4 Reference to "the Term" includes any period of holding-over or extension
or continuation of the contractual term whether by statute or common law
6.5 Nothing herein contained shall confer on the Tenant any liberty
privilege easement fight or advantage whatsoever mentioned or referred
to in Section 62 of the Law of' Property ▇▇▇ ▇▇▇▇ save those expressly
set out herein
7. INCORPORATION OF HEAD LEASE TERMS
Except as varied hereby this demise is made subject to the same terms and
conditions (mutatis mutandis) as the Head Lease the terms whereof (save as
varied hereby and otherwise as appropriate) shall be deemed to be incorporated
as if set out herein in extenso including without prejudice to the foregoing
the right of re-entry contained in Clause 6 of the Head Lease
8. NO AGREEMENT FOR LEASE
The parties hereto certify that there is no Agreement for Lease to which this
Lease gives effect IN WITNESS whereof the parties hereto have executed this
----------
Deed the day and year first before written
THE FIRST SCHEDULE
------------------
(The Demised Premises)
ALL THOSE premises known as ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------
Riverside Way Uxbridge more particularly described in the Head Lease
THE SECOND SCHEDULE
-------------------
(The Rights)
The fights and easements equivalent to those mentioned in. the Head Lease to
the extent relevant to the Demised Premises
THE THIRD SCHEDULE
------------------
The Exceptions and Reservations
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The Rights and Exceptions equivalent to those mentioned in the Head Lease to the
extent relevant to the Demised Premises
THE FOURTH SCHEDULE
-------------------
AUTHORISED GUARANTEE AGREEMENT ON ASSIGNMENT OF LEASE
-----------------------------------------------------
AGREEMENT dated _______________________, 199__
BETWEEN (1)________________________ of/whose registered office is at
("Landlord") and (2) _________________________________ of/whose registered
office is at ("Assignor")
1. The Assignor has agreed to assign the Lease dated ______________, 199___
and
made between ______________________________________________________ (1)
_________________________________ (the "Lease")
___________________________________ (2) ___________________ ("the Lease")
to ______________________________________________________________________
of ______________________________________________________________________
("the Assignee") and this Agreement takes effect when the Lease is assigned
to the Assignee
2. The Assignor agrees to indemnify the Landlord against all losses incurred
as a result of any failure by the Assignee to comply with any of the terms
of the Lease
3. The Assignor is liable to the Landlord under this Agreement as principal
debtor and his/its obligation remains fully effective even if the Landlord
gives the Assignee extra time to comply with any obligation in the Lease or
does not insist on its strict terms
4. The Assignor agrees the event that the Lease is disclaimed and on being so
required by the Landlord, to accept from the Landlord the grant of a new
tenancy and to execute and deliver a counterpart of it to the Landlord the
new tenancy is to be on the same terms and conditions as the Lease at the
date of the disclaimer and to be for a term expiring on the term date of
the Lease
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5. This Agreement ceases to have effect when the Assignee is released from the
tenant covenants of the Lease by virtue of Section 5 of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇ or with the consent of the Landlord
IN WITNESS of which this Deed has been executed on the date first written above
THE COMMON SEAL of )
BLOCKBUSTER ENTERTAINMENT )
LIMITED was hereunto )
affixed in the presence of:- )
Director
Secretary
THE COMMON SEAL of )
AIRSPAN COMMUNICATIONS )
LIMITED was hereunto )
affixed in the presence of:- )
Director
Secretary
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