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10.41
DATED 25th August 1993
MARLEY WATERPROOFING LIMITED
and
HORIZON EXPLORATION LIMITED
DEED
relating to
0 Xxxxxxxx Xxxx Xxxxxxxxx Xxxx
Xxxxxxx Xxxx & Xxxxxxxx
0 Xxxxxxxx Xxxxxxx
XXXXXXXXX XXXXX
Xxxx XX0 0XX
259/0054/mb
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THIS DEED is made 25th August 1993
BETWEEN:
(1) The Landlord : MARLEY WATERPROOFING LIMITED whose
registered office is at Xxxxxx Xxxx
Xxxxxxxxx Xxxxxxxxx Xxxx XX00 0XX
(2) The Tenant : HORIZON EXPLORATION LIMITED whose
registered office is at Xxxxxx House
00-00 Xxxxx Xxxxxxx Xxxx Xxxxxxxxx
Xxxxx Xxxx
N O W THIS DEED W I T N E S S E T H as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions:
In this Deed the following expressions have the following
meanings:
(a) "THE LEASE" means the Lease short particulars of
which are set out in the Schedule
(b) "THE TERM" and "RENT" shall carry the meanings
ascribed to them by the Lease
(c) "THE LANDLORD'S SOLICITORS" means Xxxxxxx Xxxxx &
Xxxxxxxx of 0 Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxx Xxxx
XX0 0XX (Ref. 59)
(d) "THE BANK" means Midland Bank plc of 00 Xxxx Xxxxxx
Xxxxxxxxx Xxxxx Xxxx
(e) "THE SECURITY DEPOSIT" means the sum of L.48,420
(f) "THE DEPOSIT ACCOUNT" means the interest earning
deposit account opened by the Landlord's Solicitors
at the Bank on or before the date of this Deed and in
which the Landlord's Solicitors placed the Security
Deposit
(g) "THE BANK MANDATE" means the landlord's Solicitors'
letter to the Bank referring to the arrangements
pursuant to this Deed an agreed draft of which is
annexed
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1.2 Interpretation
Where in this Deed the context so admits:
(a) words importing one gender include all other genders
and words importing the singular include the plural
and vice versa
(b) the expressions "the Landlord" and "the Tenant" shall
include their respective successors in title and
assigns
(c) where for the time being there are two or more
persons within the meaning of the expressions "the
Landlord" or "the Tenant" obligations expressed or
implied and made or to be made by or with that party
shall be made by or with those persons jointly and
severally
(d) the clause headings to this Deed are for reference
purposes only and shall not affect the interpretation
of this Deed in any way.
2. RECITALS
2.1 This Deed is supplemental to the Lease
2.2 The reversion immediately expectant on the term of years
granted by the Lease is vested in the Landlord
2.3 The Landlord agreed to enter into the Lease on the condition
that the Tenant would deposit with the Landlord's Solicitors
the Security Deposit and enter into this Deed
3. PAYMENT OF SECURITY DEPOSIT
The Tenant has on or before the date of this Deed deposited with the
landlord's Solicitors the Security Deposit as security for payment of
rents reserved by and other sums due to the Landlord pursuant to the
Lease and the Landlord and the Tenant irrevocably instruct the
Landlord's Solicitors in the operation of the Deposit Account in
accordance with this Deed and in particular:
(a) the making of payments into the Deposit Account
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(b) the withdrawal of sums from the Deposit Account and
(c) accounting to the Landlord and the Tenant for money
due to either of them from the Deposit Account
4. DEPOSIT ARRANGEMENTS
The following provisions shall apply to the Security Deposit:
4.1 the Landlord's Solicitors shall place the Security Deposit in
the Deposit Account and all interest on the Security Deposit
shall belong to the Tenant and shall be mandated direct to the
Tenant after payment of any bank charges payable in respect of
the Deposit Account
4.2 if at any time during the term the Tenant:
(a) shall have failed to have paid to the Landlord within
21 days of the due date for payment any part of the
rents and other moneys made payable by the Tenant to
the Landlord in accordance with the provisions of the
Lease then the Landlord shall be entitled to require
the Landlord's Solicitors to draw on so much of the
Security Deposit as shall be required in payment or
(if the Security Deposit shall be insufficient) in
part payment of the sums due to the Landlord under
the Lease or
(b) if the Tenant enters into liquidation or has a
receiver appointed of the Tenant's assets then the
Landlord shall be entitled to require the Landlord's
Solicitors to draw such part of the Security Deposit
in payment of any sums due or which may become due to
the Landlord under the Lease
and shall in each case notify the Tenant in writing that it
has done so PROVIDED THAT the appropriation shall not be
deemed to e a payment of rent so as to prejudice the
Landlord's rights of re-entry contained in the Lease
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4.3 upon receipt of the written notification mentioned in the
preceding sub-clause the Tenant shall within seven days pay to
the Landlord's Solicitors such sum as shall when added to the
moneys remaining to the credit of the Deposit Account
exclusive of any interest earned on those moneys equal the
Security Deposit and such sum together with any remaining
balance in the Deposit Account shall be treated as if it were
the Security Deposit
5. CHARGE OF THE DEPOSIT ACCOUNT
5.1 THE TENANT WARRANTS to the Landlord that the Security Deposit
is free from any charge or incumbrance save as mentioned in
clause 5.2
5.2 The Tenant as beneficial owner CHARGES in favour of the
Landlord as security for the obligations on the part of the
Tenant contained in the lease and for the payment of all
moneys which are now or at any time may become due and payable
by the Tenant to the Landlord pursuant to the terms of the
Lease and for the due performance of all obligations and
liabilities (whether absolute or contingent present or future)
of the Tenant under the terms of the Lease the Tenant's
interest in the Security Deposit and all other sums from time
to time constituting the Security Deposit (but not including
any interest earned or to be earned upon the Deposit Account)
and any additional sum paid into the Deposit Account pursuant
to the provisions of sub-clause 4.3
5.3 The security created by this Deed shall constitute and be a
continuing security to the Landlord and shall be in addition
to and shall not operate so as in any way to prejudice or
affect the obligations of the Tenant or the rights of the
[page 4 illegible]
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THE SCHEDULE
Short particulars of the Lease
Lease dated 25th August 1993 relating to 0 Xxxxxxxx Xxxx Xxxxxxxxx Xxxx made
between the Landlord and the Tenant
THE COMMON SEAL of MARLEY )
WATERPROOFING LIMITED was )
affixed to this deed in the )
the presence of: )
Director /s/ [illegible signature]
Secretary /s/ [illegible signature]
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