Dated Tuesday, 24 March 2015

Transcription

1 Dated Tuesday, 24 March 2015 «PROJECT_NAME» Landlord(s (1 GREEN ENERGY COMMERCIAL LTD Tenant LEASE relating to premises known as «LOCATION» and the airspace thereabove

2 PARTICULARS PART 1 : LAND REGISTRY PARTICULARS LR1. Date of lease Tuesday, 24 March 2015 LR2. Title number(s «LAND_REGISTRY_NUMBER»«AGENT» LR2.1 Landlord's title number(s «AGENT» LR2.2 Other title numbers LR3. Parties to this Lease LR3.1 Landlord(s «PROJECT_NAME» [a company incorporated in [England and Wales] with registered number [«COMPANY_REGISTRATION_NUMBER»] and whose registered office is at [«LOCATION»]. LR3.2 Tenant Green Energy Commercial Ltd, a company incorporated in England and Wales with registered number and whose registered office is at Maine House, Adlington Business Park, Adlington. SK10 4PZ LR4. Property In the case of a conflict between this clause and the remainder of this Lease then, for the purposes of registration, this clause shall prevail. The premises (referred to in this Lease as "the Premises" being the area upon the Landlord's Property (as defined in the Other Particulars to this Lease as shown for identification edged [ ] on the attached plan, which shall include (for the avoidance of doubt the airspace thereabove, but which shall exclude (for the avoidance of doubt the structure, walls and roof of the Building (as defined in the Other Particulars to this Lease. LR5. Prescribed statements etc LR5.1 Statements prescribed under rules 179 (dispositions in favour of a charity, 180 (dispositions by a charity or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993 of Not applicable

3 the Land Registration Rules 2003 LR5.2 This lease is made under, or by Not applicable reference to, provisions of: LR6. Term for which the Property is Twenty years and six months from and leased including the date of this Lease (This term is referred to in this Lease as "the Term" LR7. Premium None LR8. Prohibitions or restrictions on None disposing of this lease LR9. Rights of acquisition etc LR9.1 Tenant's contractual rights to None renew this lease, to acquire the reversion or another lease of the Property or to acquire an interest in other land LR9.2 Tenant's covenant to (or offer to None surrender this lease LR9.3 Landlord's contractual rights to None acquire this lease LR10. Restrictive covenants given in this None lease by the Landlord in respect of land other than the Property LR11. Easements LR11.1 Easements granted by this lease The rights specified in clause 3 for the benefit of the Property LR11.2 Easements granted or reserved by None this lease over the Property for the benefit of other property. LR12. Property rentcharge burdening None the Property LR13. Application for standard form of None restriction LR14. Declaration of trust where there is more than one person comprising the Tenant Not applicable

4 PART 2 : OTHER PARTICULARS Building The Landlord s building forming part of the Landlord s Property. Distribution Network The electrical distribution system owned and operated by the DNO. DNO Any person who is the holder of a licence under section 6(1(c of the Electricity Act 1989 to distribute electricity and whose standard conditions of its licence have effect in respect of the geographic area within which the Solar System is located. Landlord s Property The Landlord s Property known as «LOCATION» shown for identification edged [RED] on the attached plan. Metering Equipment all of any part of the metering equipment, instrument transformers (both voltage and current, other measuring equipment and apparatus used to measure the kilowatts and kilovoltamperes of electricity generated by the Solar System and/or to be exported to a distribution network (or to such other person as the Tenant may elect, which shall at all times be owned by the Tenant and form part of the Solar System. Solar System the multiple components comprising the complete photovoltaic system installed (or to be installed in or upon the Premises and/or the Landlord's Property, including but not limited to the cells and modules, mechanical and electrical connections including inverters, the Metering Equipment, cabling and wiring, switchgear and all associated equipment including mountings, a scada system and means of regulating and/or modifying the electricity generated, and all alterations, improvements and additions thereto. Rent A peppercorn.

5 THIS LEASE is made on the date set out in clause LR1 of the Land Registry Particulars BETWEEN (1 the Landlord; and (2 the Tenant OPERATIVE PROVISIONS 1. INTERPRETATION 1.1 The Particulars form part of this Lease and words and expressions set out in the Particulars are to be treated as defined terms in this Lease. 1.2 In this Lease: including means including, without limitation ; references to the end of the Term include the determination of the Term before the end of the term of years granted by this Lease; references to the Landlord include its successors in title and, in the case of individuals, include their personal representatives, and the Landlord s covenants bind, any person in occupation of the Landlord s Property or deriving title under the Landlord, their successors in title, and any other person under the Landlord s or their control including employees, agents, workmen and invitees; and references to the Tenant include its successors in title and, in the case of individuals, include their personal representatives, and the Tenant s covenants bind, any undertenant or other person in occupation of the Premises or deriving title under the Tenant, their successors in title, and any other person under the Tenant s or their control including employees, agents, workmen and invitees. 1.3 The parties to this Lease do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties Act 1999 by any person not a party to it. 2. LETTING, TERM AND TERMINATION 2.1 The Landlord with full title guarantee lets the Premises together with the benefit of the rights set out in clause 3 to the Tenant for the Term reserving to the Landlord the Rent. 2.2 The Tenant may quietly enjoy the Premises and the exercise of the rights in clause 3 throughout the Term without any interruption by the Landlord or anyone lawfully claiming under or in trust for the Landlord. 3. TENANT'S RIGHTS

6 3.1 The Premises are let with the benefit of all the rights granted in the deeds referred to in the title number of the Premises specified at clause LR.2.1 of the Land Registry Particulars of this Lease together with the following rights for the benefit of the Tenant and those authorised by the Tenant, so far as the Landlord is able to grant them: to install, maintain, inspect (which shall include the taking of meter readings and collecting data from the Solar System including by way of remote monitoring, repair, alter, replace, remove and operate within and upon the Landlord's Property the Solar System including the right to attach the Solar System upon the Premises (including, if applicable, the roof of the Building and to carry out all associated electrical and construction works; to use all means of access with prior consent, consent not to be unreasonably withheld, in and over the Landlord's Property (which for the avoidance of doubt includes the Building and, to the extent necessary, through any neighbouring land between the Landlord's Property and the adopted highway in order to exercise the rights granted in this Lease and to comply with the Supplier s obligations under this Lease; to connect into, use and alter the conduits and existing electrical installations serving the Landlord's Property for the passage or transmission of utilities to and from the Solar System and the Landlord's Property; and To provide support for the Solar System (and, to the extent any part of the Solar System is installed within the Building, protection from the remainder of the Building. 4. RENT If demanded, the Tenant is to pay the Rent to the Landlord annually during the Term. 5. COSTS AND OUTGOINGS 5.1 The Tenant is under no obligation to pay to the Landlord any contribution to costs or expenses of maintaining, inspecting, cleaning, repairing, servicing, altering, renewing, rebuilding or replacing any part of the Landlord's Property (including the Building or means of access used in common between the Premises and any other property. 5.2 The Landlord acknowledges that except in respect of liability for death or personal injury or damage to the Landlord s Property (including the Building caused by the negligence or action of the Tenant, the Tenant shall have no responsibility or liability whatsoever, under contract, tort or otherwise in the case of any failure of the Solar System to supply or generate electricity. 6. ASSIGNMENT, UNDERLETTING AND CHARGING

7 6.1 The Tenant is free to assign or novate this Lease without the consent of the Landlord and the Landlord shall approve (such approval not to be unreasonably withheld or delayed and enter into such form of deed of novation as the Tenant shall reasonably require in order to effect such assignment or novation of this Lease. 6.2 For the avoidance of doubt the Tenant may charge or part with possession (by means including assignment and underletting of the whole of the Premises without the consent of the Landlord and the Tenant may assign its rights and benefits under this Lease without the consent of the Landlord. 7. END OF THE TERM 7.1 At the end or sooner determination of the Term the Tenant shall return the Premises to the Landlord but shall not be under any obligation to remove anything installed by the Tenant in or upon the Premises or the Landlord s Property. 7.2 For the avoidance of doubt, in all circumstances where the Tenant is entitled to enter in or upon the Premises or the Landlord's Property under this Lease the Landlord hereby consents to the Tenant exercising such of the Rights as are reasonably necessary in order to remove the Solar System from the Premises and/or the Landlord's Property notwithstanding that the Lease may have been terminated. 8. LANDLORD'S COVENANTS 8.1 The Landlord shall comply with its obligations in this Lease and shall at all times during the Term: use its reasonable endeavours to respond promptly to any request for guidance or instruction which is reasonably required by the Tenant in relation to the Solar System; keep the Landlord's Property in sufficient repair to provide support for the Solar System (including, in respect of roof-mounted Solar Systems, that part of the roof and all structural or load bearing columns of any building forming part of the Landlord 's Property as lies below the Solar System; make no alteration to the Solar System and shall not remove any existing component(s from the Solar System (or allow others to do so; not touch, obstruct, interfere with or damage the Solar System (or allow others to do so and employ all reasonable security measures to ensure the security of the Solar System; not obstruct the Solar System so as to prevent light falling on the Solar System, or allow such an obstruction;

8 8.1.6 use its reasonable endeavours to the extent permissible by law to take any steps necessary to restrict any party from using any neighbouring property for any purpose which may temporarily or permanently interfere with, impede, or restrict the flow of light to the Solar System; ensure that the Landlord 's Property is, and will remain for the Term, connected to the Distribution Network; do all things reasonably necessary to ensure that the Supplier can exercise its rights and perform its obligations under this Agreement and operate the Solar System including, but not limited to, providing all means of access in and over the Landlord's Property and providing constant A.C. power to the Solar System in order to allow the Solar System to operate to its optimum performance levels; inform the Supplier immediately upon becoming aware of any material matters, fault or damage to either the Solar System or any part of the Landlord's Property which supports it or within which it is contained (howsoever caused, and not take steps to repair the Solar System; and Ensure that at all times the Solar System remains identifiable as being the Tenant's property The landlord shall keep that part of the roof of the building as lies below the property in sufficient repair to support the equipment provided, to enable the landlord to comply with this covenant the landlord shall be permitted to request the tenant in writing to temporarily either relocate the equipment on the roof to the landlords property to a reasonably identified position or to temporarily remove the equipment at the tenants absolute discretion both at the landlords cost so that such repairs/alterations may be carried out and carried out as expeditiously as possible. The request shall also estimate the time the relocation or removal is likely to be required for and the landlord shall pay in addition to the costs of relocation or removal and reinstatement following completion of the repairs in each case the revenue lost should there be a disconnection of the equipment for more than 48 hours or should there otherwise be a loss of revenue where the period of disconnection exceeds 48 hours under the FiT scheme as a result of such relocation or removal. The landlord shall pay such costs and lost revenue within seven days of written demand. 9. LANDLORD AND TENANT ACT The Landlord and the Tenant agree to exclude the provisions of sections 24 to 28 Landlord and Tenant Act 1954 in relation to the tenancy created by this Lease. The Tenant confirms that before the date of this Lease:

9 9.1.1 the Landlord served on the Tenant a notice ( the Notice on or before the date of this Lease in relation to the tenancy created by this Lease in a form complying with the requirements of Schedule 1 to The Regulatory Reform (Business Tenancies (England and Wales Order 2003; the Tenant, or a person duly authorised by the Tenant, in relation to the Notice made a declaration ( the Declaration on a date being at least 14 days before the date of this Lease in a form complying with the requirements of Schedule 2 to The Regulatory Reform (Business Tenancies (England and Wales Order 2003; where the Declaration was made by a person other than the Tenant, the declarant was duly authorised by the Tenant to make the Declaration on the Tenant s behalf; and it was not contractually bound to enter into the tenancy created by this Lease. 10. TITLE WARRANTY The Landlord warrants that: it has title to grant this Lease and has either (a obtained or (b sought to procure all necessary consents to enable it to grant this Lease (including but not limited to any mortgagee, superior landlord or insurer of the Landlord's Property; the use of the Premises and the exercise of the rights granted by this Lease by the Tenant will not constitute a breach of any restrictions or covenant affecting the Landlord s Property; and the Solar System shall at all times during the Term remain the property of the Tenant (or any person to whom the Tenant transfers ownership thereof and the Landlord shall have no right, title or interest in or to the Solar System (save the right to use of the Solar System subject to the terms and conditions of this Lease. For the avoidance of doubt, the Tenant shall have the right to transfer its right, title and interest in and to the Solar System to a third party without the consent of the Landlord, provided that any such transfer shall not affect its ability to perform its obligations under this Lease The Landlord will use all reasonable endeavours to obtain and/or procure all necessary consents as may be required for the intended use of the Premises by the Tenant under this Lease and shall (at the Tenant's cost provide all reasonable assistance to the Tenant to enable the Tenant to procure the registration of this Lease (and any of the rights within it at the Land Registry against the registered title of the Landlord's Property and shall promptly assist the Tenant with any requisitions raised by the Land Registry (including liaising with any funder, bank or other mortgagees of the Landlord's Property as appropriate.

10 11. TENANT'S BREAK RIGHT 11.1 The Tenant may determine this Lease at any time during the Term ("Break Date" by serving on the Landlord not less than 30 days' prior written notice to that effect ("Break Notice" If the Tenant serves a Break Notice then this Lease shall immediately determine on the Break Date but without prejudice to any right of action of either party in respect of any previous breach by the other of this Lease. 12. SEVERANCE If any term of this Lease is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be severed from this Lease and this shall not affect the remainder of this Lease which shall continue in full force and effect. 13. EXECUTION The parties have executed this Lease as a deed and it is delivered on the date set out in clause LR1 of the Land Registry Particulars.

11 EXECUTED as a DEED [LANDLORD] acting by a Director in the presence of: Witness signature by Director Witness name Witness address Occupation EXECUTED as a DEED GREEN ENERGY COMMERCIAL LTD acting by a Director in the presence of: Witness signature by Director Witness name Witness address Occupation