1
EXHIBIT 10.27
DEED OF COVENANT
THIS DEED is made the day of 1993
BETWEEN: 1) OLDHAM ECONOMIC DEVELOPMENT ASSOCIATION LIMITED whose registered
office is at Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx, XX0 0XX ("the
Superior Landlord")
2) UNIFORM TUBES (EUROPE) whose registered office is at Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, X0 0XX
1. In this deed unless the context otherwise requires:-
1.1 "the Landlord" means Bakmat Developments Limited whose registered
office is at Oak House, Xxxxx Road Industrial Estate, Xxxxx Xxxxx,
Xxxxxxxxx, XX0 0XX
1.2 "the Site" means all that plot of land at Wince Brook, Chadderton,
Oldham in the County of Greater Manchester being the land demised by
the Superior Landlord to the Landlord pursuant to the Superior Lease
and upon the terms therein contained.
1.3 "the Superior Lease" means a lease dated the 29th day of November 1991
between the Superior Landlord (1) and the Landlord (2) whereby the
Site was demised by the Superior Landlord to the Landlord for a term
of 125 years at the rent and on the terms therein contained.
1.4 "the Lease" means an underlease dated the day of 1993
between the Landlord (1) and the Tenant (2) of land and buildings
comprising part of the Site. (2).
1.5 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa.
2. WHEREAS:-
2.1 Under the provisions of clause 5.6.9 of the Superior Lease the
Landlord is required to procure that undertenants of part of the Site
enter into a direct covenant with the Superior Landlord to perform and
observe the provisions of their respective underleases.
2.2 The Tenant has agreed to enter into this deed and to covenant with the
Superior Landlord in the manner hereinafter appearing.
2
Dated 1993
-------------------------------
OLDHAM ECONOMIC DEVELOPMENT
ASSOCIATION LIMITED
-and-
UNIFORM TUBES (EUROPE)
-------------------------------
DEED OF COVENANT
-------------------------------
Xxxxx, Maidment, Wilson,
0 Xxxxx Xxxxxx,
Xxxxxxxxxx, X0 0XX
Ref: PG/LB
3
Date: 1993
Parties:
1 'The Landlord': BAKMAT DEVELOPMENTS LIMITED whose registered office is at
Oak House, Xxxxx Road Industrial Estate, Xxxxx Xxxxx, Xxxxxxxxx XX0 0XX
2 'The Tenant': UNIFORM TUBES (EUROPE) whose registered office is at Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, X0 0XX
3 'The Surety': UTI CORPORATION, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, X.X.X.
Operative provisions:
1 Interpretation
1.1 Definitions
In this lease the following words and expressions shall where the context so
admits be deemed to have the following meanings:
1.1.1. "the Plan" means the plan attached hereto
1.1.2. "the Site" means the land demised to the Landlord by the
Superior Lease edged blue on the Plan
1.1.3. "Common Parts" means the estate roads accessways (including
any drains and sewers thereunder) pavements landscaped and
all other areas (including Wince Brook and its embankment)
within the Site enjoyed in common by the Landlord and all
other owners/occupiers of the Units on the Site
1.1.4. "the Retained Land" means such part of the Site as is not
demised by this Lease
1.1.5. "Conducting Media" means drains sewers conduits flues
gutters gullies channels ducts shafts watercourses pipes
cables wires and mains or any of them not exclusively
serving any premises to be demised to other owners/occupiers
of the Units on the Site
1.1.6. "the Car Parking Spaces" means the area shown coloured xxxxx
on the Plan
1
4
1.1.7. "the Demised Premises" means the land shown edged red on the
Plan together with any buildings erected thereon ("the
Buildings") and includes;
the inside and outside of the windows and other lights and the
frames glass equipment and fitments relating to windows and
lights of the Buildings;
the door frames equipment and fitments and any glass relating
to the doors of the Buildings;
the internal plaster or other surfaces of loadbearing walls
and columns within the Buildings and of walls which form
boundaries of the Buildings; the whole of all non-loadbearing
walls within the Buildings;
the flooring raised floors and floor screeds down to the
joists or other structural parts supporting the flooring of
the Buildings;
the plaster or other surfaces of the ceilings and the whole of
any false ceilings with the Buildings and the voids between
the ceilings and any false ceilings;
all the Conducting Media within and/or exclusively serving the
Buildings;
appurtenances fixtures and rights demised by this Lease;
all structural parts loadbearing framework roof foundations
joists forming part of the Buildings [TO COME]
1.1.8. "Insured Risks" means the risks/perils loss of rent and third
party and public liability cover and other contingencies
against which the Demised Premises are required to or which
may from time to time be insured under the provisions of this
Lease and includes any incidental cover costs fees and
expenses covered by the insurance policy but subject to any
exclusions limitations or conditions imposed by or contained
in the policy of insurance;
1.1.9. "the Services(s)" means those services or any part of them to
be provided by the Landlord set out in Schedule 3
2
5
1.1.10. "the Service Charge" means those expenses costs and
charges set out in Schedule 4
1.1.11 "Interest" means interest at the rate of 3 per cent
over the base rate of Royal Bank of Scotland PLC for
the time being and from time to time prevailing (as
well after as before judgement) or such other
comparable rate as the Landlord may reasonably
designate if the base rate shall cease to be
published;
1.1.12 "the Landlord" includes all persons entitled to the
reversion immediately expectant upon the
determination of this Lease;
1.1.13 "this Lease" is a reference to this Underlease and
includes any instruments supplemental to it;
1.1.14 "outgoings" means all general rates water rates water
charges taxes and all existing and future rates
charges assessments impositions and outgoings of an
annual or regularly recurring nature (whether
parliamentary municipal parochial or otherwise) which
are now or may at any time in the future be payable
charged or assessed on property or the owner or
occupier of property;
1.1.15 "the Superior Landlord" means the holder of a
reversion whether immediate or not to the lease under
which the landlord holds its interest in the Site
1.1.16 "Superior Lease" means the lease dated 29th November
1991 under which the Landlord holds its interest in
the Site and includes any leasehold reversion whether
immediate or not to such lease;
1.1.17 "the Tenant" includes the Tenant's successors in
title and assigns in whom this Lease shall for the
time being be vested;
1.1.18 "the Term" means the term of years granted by this
Lease and (in relation to clause 7 includes) any
statutory continuation or extension of the term of
years.
1.1.19 "Unsecured Underletting" means an underletting of the
Demised Premises in relation to which the underlessor
and the underlessee have agreed to exclude the
provisions of sections 24 to 28 of the Landlord and
Xxxxxx Xxx 0000 and their agreement to do so has been
duly authorised
3
6
beforehand by the court.
1.1.20 "Unit(s)" means any unit on the Site including any car
parking spaces let therewith let or intended to be let
1.1.21 "the Regulations" means the regulations set out in Schedule
5
1.2 Interpretation of restrictions on the tenant
In any case where the Tenant is placed under a restriction by reason of the
covenants and conditions contained in this Lease the restriction shall be
deemed to include the obligation on the Tenant not to permit or allow the
infringement of the restriction by any person claiming rights to use enjoy or
visit the Demised Premises through or with the permission of the Tenant.
1.3 Clauses and clause headings
1.3.1 The clause and paragraph headings in this Lease are for ease
of reference only and shall not be taken into account in the
construction or interpretation of any covenant condition or
proviso to which they refer.
1.3.2 References in this Lease to a clause Schedule or paragraph
are references where the context so admits to a clause
Schedule or paragraph of a Schedule in this Lease and
references in a Schedule to a paragraph are (unless the
context otherwise requires) references to a paragraph of that
Schedule.
1.4 Singular and plural meanings
Words in this Lease importing the singular meaning shall where the context so
admits include the plural meaning and vice versa.
1.5 Statutes and statutory instruments
References in this Lease to any statutes or statutory instruments shall include
and refer to any statute or statutory instrument amending consolidating or
replacing them respectively from time to time and for the time being in force.
4
7
1.6 Gender
Words in this Lease of the masculine gender shall include the feminine and
neuter genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner.
2 The demise
In consideration of the rent and the covenants reserved by and contained in this
Lease:
2.1 the Landlord at the request of the Surety DEMISES to the Tenant:
2.1.1 ALL the Demised Premises;
2.1.2 TOGETHER WITH the rights set out in Schedule 1; and
2.1.3 EXCEPT AND RESERVED to the Landlord as stated in Schedule 2;
2.2 for the Term of 25 years from and including the day of 1993
determinable as provided by this Lease subject to the matters contained and
referred to in the Superior Lease
2.3 the Tenant PAYING during the Term;
2.3.1 the yearly rent of L.7,245. during the first and second years of
the Term; the yearly rent of L.7,850. during the third year of
the Term; the yearly rent of L.8,452. during the fourth and
fifth years of the Term; and thereafter subject to the
provisions for revision contained in clause 6 by equal quarterly
payments in advance on the usual quarter days in every year the
first (or a proportionate part) of such payments in respect of
the period commencing on _______ 19 __ and ending on the quarter
day next following to be made on the grant of his Lease;
2.3.2 as additional rent the monies payable by the Tenant under clause
3.3 as from _________ 19__.
5
8
3 Tenant's covenants
THE TENANT COVENANTS with the Landlord as follows:
3.1 Rent
3.1.1 To pay the yearly rent reserved by this Lease at the
times and in the manner required under clause 2.3.1
and by means of a standing order to the Tenant's
bankers and the additional rents reserved by this
Lease at the times and in the manner specified in
relation to each of them.
3.1.2 If the whole or any part of the rents and other
monies due under this Lease shall remain unpaid five
days after they shall have become due (in the case
of the yearly rent whether formally demanded or not)
or if the Landlord shall refuse to accept the tender
of rents because of a breach of what is subsequently
proved to be covenant on the part of the Tenant then
to pay Interest on such rents (or part of the rents)
and other monies as from the date they became due
until they are paid to or accepted by the Landlord.
3.2 Outgoings
3.2.1 To pay and discharge all Outgoings in respect of the
Demised Premises (other than taxes imposed on the
Landlord in respect of the yearly rent reserved by
this Lease or in respect of a disposal or dealing
with the reversionary interest in the Demised
Premises).
3.2.2 To pay for all gas and electricity consumed on the
Demised Premises and all charges for meters and all
standing charges.
3.3 Insurance premium and service charge
3.3.1 To pay to the Landlord the due proportion of the
insurance premiums incurred with respect to the
Insured Risks as to which the following provisions
shall apply:
3.3.1.1 the insurance premiums shall include all
reasonable sums properly expended or
required to be expended by the Landlord in
effecting and/or maintaining cover against
the Insured Risks including any
reimbursement of insurance premiums
payable to the Superior Landlord;
6
9
3.3.1.2 the Tenant's liability shall include the
whole of any increase in the insurance
premiums or expense of renewal payable by
reason of any act or omission of the Tenant
or any person deriving possession occupation
or enjoyment of the Demised Premises through
the Tenant
3.3.1.3 the cover may take due account of the
effects of inflation and escalation of costs
and fees and the Landlord's reasonable
estimate of the market rent (as defined in
clause 6) of the Demised Premises in the
context of ensuing rent reviews and/or the
expiration of the Term;
3.3.1.4 the due proportion of the insurance premiums
shall be payable by the Tenant to the
Landlord within seven days of demand;
3.3.1.5 the due proportion of the insurance premiums
shall be the fair and proper proportion of
the insurance premiums attributable to the
Demised Premises as the Landlord's Surveyor
shall reasonably determine and whose
determination shall be binding on the
parties save in the case of manifest error
3.3.2 To pay to the Landlord in the manner provided in the
4th Schedule a reasonable contribution towards the
Service Charge to be determined by the Landlord's
Surveyor acting as an expert and not as an arbitrator
whose decision shall be final and binding save in the
case of manifest error but for the avoidance of doubt
such contribution in the absence of special
circumstances shall represent the proportion which
the floor area of the Buildings bears to the total
floor area of the buildings on all of the Units on
the Site provided that for the first year of the Term
the service charge payment shall not exceed L.0.30
per square foot and any excess over this figure shall
be written off by the Landlord
3.4 Repair.
3.4.1 From time to time and at all times well and
substantially to repair and clean the Demised
Premises and to keep the Demised Premises in good and
substantial repair and condition
7
10
3.4.2 The obligations in clause 3.4.1 extend to all improvements
and additions to the Demised Premises and all landlord's
fixtures fittings and appurtenances of whatever nature
affixed or fastened to the Demised Premises.
3.4.3 The obligations in clause 3.4.1 do not extend to:
3.4.3.1 damage by Insured Risks unless and to the extent
that the policies of insurance in respect of
Insured Risks effected by the Landlord are
vitiated or the policy monies are withheld by
reason of any act or omission of the Tenant its
employees or agents
3.4.3.2 the repair of latent or inherent defects in the
Demised Premises arising as a result of defects or
faults in the design or construction of the
Buildings or the plant and equipment therein or
the use of appropriate or deleterious materials in
such construction which are available for the
purpose for which they are intended to be used
3.5 Decorations
3.5.1 In the year 1998 and thereafter in every fifth year of the
Term and in the last three months of the Term howsoever
determined (but not more often than once in any twelve month
period) to decorate the inside of the Buildings with
sufficient coats of good quality paint or good quality polish
and with paper for those parts normally papered or other
suitable and appropriate materials of good quality in a
workmanlike manner such decorations in the last three months
of the Term to be executed in such colours patterns and
materials as the Landlord may reasonably and properly
require.
3.5.2 In the year 1996 and thereafter in every third year of the
Term (but not more often than once in any twelve month
period) and also in the last three months of the Term
howsoever determined to decorate the exterior of the
Buildings with sufficient coats of good quality paint or good
quality polish or other suitable material of good quality in
a proper and workmanlike manner.
3.5.3 Not without the consent of the Landlord to alter cover up or
change any part of the architectural decorations or the
external colour of the Buildings such consent not to be
unreasonably withheld or
8
11
delayed and for the avoidance of doubt the Landlord's
consent shall not be deemed to be unreasonably
withheld in circumstances where the Landlord objects
to any such works on the ground that the same would
be detrimental to the overall appearance of the Site
and any buildings thereon
3.6 Landlord's right of inspection and right of repair
3.6.1 To permit the Landlord and its servants or agents at
all reasonable times on reasonable notice in writing
to enter into inspect and view the Buildings and
examine their condition and also to take a schedule
of fixtures in the Buildings.
3.6.2 If any breach of covenant defects disrepair removal
of fixtures or unauthorised alterations or additions
shall be found upon such inspection for which the
Tenant is liable then upon notice by the Landlord to
the Tenant to commence to execute and diligently
progress all repairs works replacements or removals
required within two months (or sooner if necessary)
after the receipt of such notice to the reasonable
satisfaction of the Landlord or its Surveyor.
3.6.3 In case of default it shall be lawful for workmen or
agents of the Landlord to enter into the Buildings or
any part of the Demised Premises and execute such
repairs works replacements of removals.
3.6.4 To pay to the Landlord on demand all reasonable and
necessary expenses properly so incurred with Interest
from the date of expenditure until the date they are
paid by the Tenant to the Landlord (such expenses and
Interest to be recoverable as if they were rent in
arrear).
3.7 Yield up in repair at the end of the Term
At the expiration or earlier determination of the Term or at
such later time as the Landlord recovers possession of the
Demised Premises from the Tenant:
3.7.1 quietly to yield up the Demised Premises (together
with all additions and improvements to the Demised
Premises and all fixtures which during the Term may
be fixed or fastened to or upon the Demised Premises
other than tenant's fixtures removable by the Tenant)
decorated repaired cleaned and kept in accordance
with the Tenant's covenants contained in this Lease
(damage by Insured Risks excepted
9
12
unless and to the extent that the policies of insurance in
respect of Insured Risks effected by the Landlord are vitiated
or the policy monies are withheld by reason of any act or
omission of the Tenant its employees or agents);
3.7.2 if so requested by the Landlord to remove from the Buildings
and every part of the Demised Premises all the Tenant's
belongings - that is to say trade fixtures and fittings and
all notices notice boards and signs bearing the name of or
otherwise relating to the Tenant (including in this context
any persons deriving title to the Demised Premises under the
Tenant) or its business; and
3.7.3 to make good to the reasonable satisfaction of the Landlord
all damage to the Demised Premises and the Site resulting from
the removal of the Tenant's belongings from the Demised
Premises.
3.8 Landlord's right of entry for repairs etc
3.8.1 To permit the Landlord and the agents workmen and others
employed by the Landlord or by the other owners tenants or
occupiers of any adjoining Unit at reasonable times after
giving to the Tenant reasonable written notice (except in an
emergency) to enter upon the Demised Premises:
3.8.1.1 to alter maintain or repair any adjoining Unit or
3.8.1.2 to construct alter maintain repair or fix any thing
or additional thing serving any part of the Retained
Land and running through or on the Demised Premises;
or
3.8.1.3 to comply with an obligation contained in the
Superior Lease or with an obligation to any third
party having legal rights over the Site and the
Demised Premises; or
3.8.1.4 in exercise of a right or to comply with an
obligation of repair maintenance or renewal under
this Lease;
PROVIDED ALWAYS that in the exercise of such rights the
Landlord will cause the minimum practical inconvenience and
disturbance to the Tenant and will make good any consequential
damage to the Tenant's reasonable satisfaction as soon as
practicable thereafter
10
13
3.9 Alterations
3.9.1 Not to make any alterations or additions to or affecting the
structure or exterior of the Buildings or the appearance of
the Buildings as seen from the exterior.
3.9.2 Not without the consent of the Landlord to make any other
alterations or additions to the Buildings (but the erection
alteration or removal by the Tenant of internal demountable
partitioning and non structural internal alterations are
authorised without such consent in any event so long as plans
of the partitions and any such internal alterations (or full
written details thereof) are forthwith deposited with the
Landlord).
3.9.3 Not without the Landlord's consent to install or erect any
exterior lighting shade canopy or awning or other structure in
front of or elsewhere outside the Buildings or on the Demised
Premises.
3.9.4 Not without the consent of the Landlord to alter or change in
any way the design or layout of the Demised Landscaping Area.
3.9.5 At the expiration or earlier determination of the Term if and
to the extent required by the Landlord to reinstate the
Buildings to the same condition as they were in at the grant
of this Lease such reinstatement to be carried out under the
supervision and to the reasonable satisfaction of the Landlord
or the Landlord's professionally qualified Surveyor.
3.9.6 To procure that any alterations or additions to the Buildings
permitted by the Landlord under clause 3.9.2 shall be carried
out only by a professional and reputable contractor.
3.10 Alienation
3.10.1 Not to assign or charge or underlet part only of the Demised
Premises.
3.10.2 Not to assign or charge the whole nor underlet the whole of
the Demised Premises without the consent of the Landlord (such
consent not to be unreasonably withheld or delayed) PROVIDED
THAT as a condition of any such consent the Tenant shall if so
requested by the Landlord rebuild at the Tenant's own expense
a dividing
11
14
wall between the Buildings and the neighbouring Unit E3 to
the Landlord's reasonable specification and to the reasonable
satisfaction of the Landlord and the Tenant agrees that any
such requirement shall be reasonable in the circumstances of
this Lease.
3.10.3 Not otherwise than by assignment or underletting permitted
under the following provisions of the clause 3.10 to:
3.10.3.1 part with or share possession or occupation of the
whole or any part of the Demised Premises; or
3.10.3.2 grant to third parties any rights over the Demised
Premises.
3.10.4 Upon any assignment to obtain (if the Landlord shall
reasonably require) a maximum of two guarantors acceptable to
the Landlord for any assignee and to obtain a direct covenant
by the assignee with the Landlord to observe and perform the
covenants and conditions on the part of the Tenant contained
in the Lease throughout the residue of the Term in such form
as the Landlord shall reasonably require and a direct covenant
by such guarantors on terms reasonably acceptable to the
Landlord.
3.10.5 Upon the grant of any underlease to obtain covenants on the
part of the underlessee direct with the Landlord in such form
as the Landlord shall reasonably require that the underlessee
will:
3.10.5.1 not assign underlet or charge part only of the
premises sub-demised;
3.10.5.2 not part with or share possession or occupation of
the whole or any part of the premises sub-demised
nor grant to third parties rights over them
otherwise than by a permitted assignment or
underletting;
3.10.5.3 not assign charge or underlet the whole of the
premises sub-demised without obtaining the previous
consent of the Landlord under this Lease (such
consent not to be unreasonably withheld or delayed);
12
15
3.10.5.4 provide for the inclusion in any sub-underleases granted out
of such underlease (whether immediate or mediate) of
covenants to the same effect as those contained in these
clauses 3.10.5 and 3.10.6.
3.10.6 Upon the grant of any underlease:
3.10.6.1 to include provisions for the revision of the rent reserved
by the underlease in an upward only direction to correspond
in time with the provisions for the revision of rent
contained in this Lease;
3.10.6.2 not to reserve or take a premium or fine;
3.10.6.3 not to underlet the Demised Premises otherwise than at the
market rent (as defined in Clause 6)
3.10.6.4 to include such covenants on the part of the underlessee as
shall secure the due performance and observance of the
covenants on the part of the Tenant (other than in respect
of payment of rent) contained in this Lease.
3.10.6.5 to include a covenant that underletting shall not be
permitted without the Landlord's consent (meaning the
Landlord as defined in this Lease) unless such underletting
shall be an Unsecured Underletting
3.10.7 The foregoing provisions of this clause 3.10 shall not apply to
any parting with possession or occupation or the sharing of
occupation or sub-division of the Demised Premises to or with
any member of a group of companies of which the Tenant is itself
a member upon the conditions that:
3.10.7.1 the interest in the Demised Premises so created shall be no
more than a licence-at-will and shall not afford exclusive
possession; and
3.10.7.2 the possession occupation or subdivision shall forthwith be
determined if the Tenant and the relevant member shall cease
13
16
for any reason whatsoever to be members of the same group of
companies; and for this purpose two companies shall be taken
to be members of a group if and only if one is a subsidiary of
the other or both are subsidiaries of a third company
'subsidiary' having the meaning assigned to it by section 736
of the Companies Xxx 0000.
3.11 Registration of dispositions of this Lease
Within one month after the execution of any disposition of this Lease or the
Demised Premises whether by assignment charge transfer or underlease or
assignment or surrender of any underlease or upon any transmission by reason of
a death or otherwise affecting the Demised Premises to produce to and leave
with the Solicitors for the time being of the Landlord the deed instrument or
other document of disposition (and in each case a certified copy for retention
by the Landlord) and on each occasion to pay to such Solicitors a registration
fee of L.20 and also any reasonable registration fee payable to the Superior
Landlord.
3.12 Enforcement of underleases
3.12.1 Not without the consent of the Landlord to vary the terms or
waive the benefit of any covenant on the part of a sub-tenant
or condition contained in an underlease of the Demised
Premises where such variation would render the relevant
underlease inconsistent with the terms of this Lease
3.12.2 Not without the consent of the Landlord (not to be
unreasonably withheld or delayed) to accept a surrender of any
underlease of the Demised Premises.
3.12.3 Diligently to enforce the covenants on the part of a
sub-tenant and the conditions contained in an underlease of
the Demised Premises and (if reasonably so required by the
Landlord) to exercise by way of enforcement the powers of
re-entry contained in the underlease.
3.12.4 Not without the consent of the Landlord to accept any sum or
payment in kind by way of commutation of the rent payable by a
sub-tenant of the Demised Premises.
3.12.5 Duly and punctually to exercise all rights to
14
17
revise the rent reserved by an underlease of the Demised
Premises.
3.13 User
3.13.1 Not without the consent of the Landlord to use the Demised
Premises for purposes other than those uses specified in Class
B1, B2 and B8 of the Town & Country Planning (Use Classes)
Order 1987
3.13.2 Nothing contained in this Lease shall imply or be treated as a
warranty to the effect that the use of the Demised Premises
for the purposes above mentioned is in compliance with all
Town Planning laws and regulations now or from time to time in
force.
3.14 Restrictions affecting use of the demised premises
3.14.1 Not without the consent of the Landlord to erect nor install
in the Buildings or any part of the Demised Premises any
engine furnace or machinery whether driven by steam oil or
electric energy or otherwise which causes noise fumes or
vibration which can be heard, smelled or felt outside the
Demised Premises.
3.14.2 Not to store in the Buildings or any part of the Demised
Premises any petrol or other specially inflammable explosive
or combustible substance.
3.14.3 Not to use the Buildings or any part of the Demised Premises
for any noxious, noisy or offensive trade or business nor for
any illegal or immoral act or purpose.
3.14.4 Not to hold any sales by auction on the Buildings or any part
of Demised Premises.
3.14.5 Not to hold in or on the Buildings or any part of the Demised
Premises any public exhibition public meeting or public
entertainment.
3.14.6 Not to permit any vocal or instrumental music in the Buildings
or any part of the Demised Premises so that it can be heard
outside the Demised Premises.
3.14.7 Not to permit livestock of any kind to be kept on the
Buildings or any part of the Demised Premises.
15
18
3.14.8 Not to do in or upon the Buildings or any part of the Demised Premises
anything which may be or grow to be a nuisance annoyance disturbance
inconvenience or damage to the Landlord or any owners tenants and
occupiers of any other Units.
3.14.9 Not to load or use the floors walls ceilings or structure of the
Buildings in any manner which will cause strain damage or interference
with the structural parts loadbearing framework roof foundations joists
and external walls of the Buildings.
3.14.10 Not to overload the electrical installation or Conducting Media in the
Buildings.
3.14.11 Not to do or omit to do anything which interferes with or which
imposes an additional and dangerous loading on any ventilation heating
air conditioning or other plant or machinery serving any other part of
the Site.
3.14.12 Not to do anything whereby any policy of insurance on including or in
any way relating to the Demised Premises taken out by the Landlord may
become void or voidable or whereby the rate of premium thereon may be
increased but to provide one or more efficient fire extinguishers of a
type approved by the relevant fire authority and to take such other
precautions against fire as may be deemed reasonably necessary by the
Landlord or its insurers.
3.14.13 Not to use the Demised Premises for the sale of wines spirits beers or
any intoxicating liquor for consumption either on or off the Demised
Premises.
3.14.14 Not to allow any person to sleep in the Demised Premises nor to use
the Demised Premises for residential purposes.
3.14.15 Not at any time to place in the passages corridors staircases
lavatories access ways and service areas serving or demised with the
Demised Premises any goods mats trade empties rubbish pallets refuse
skips or other obstruction.
3.14.16 Not to accumulate trade empties upon the Demised Premises and to
arrange regular collections of refuse.
16
19
3.14.17 Not to place leave or install any articles
merchandise goods or other things in front of or
elsewhere outside the Buildings.
3.14.18 Not to permit the drains to be obstructed by oil
grease or other deleterious matter but to keep the
Demised Premises thoroughly cleaned and the drains
serving the Demised Premises as often as may be
necessary.
3.14.19 Not at any time to park or permit the parking of any
vehicle whatsoever nor to deposit any materials of
any kind on or otherwise obstruct the Common Parts or
any part thereof
3.14.20 Not to obstruct or in any way interfere with the
access and rights of the owners and/or occupiers for
the time being of any other Unit
3.14.21 Not to use the Car Parking Spaces for any purposes
other than the parking of no more than four private
motor vehicles
3.14.22 To comply in all reasonable respects with the
Regulations
3.15 Advertisements and signs
3.15.1 Not to place or display on the exterior of the
Buildings or on the windows or inside the Buildings
so as to be visible from the exterior of the
Buildings any name writing notice sign illuminated
sign display of lights placard poster sticker or
advertisement other than:
3.15.1.1 a suitable sign of a size and kind first
approved by the Landlord or the Landlord's
Surveyor showing the Tenant's name and
trade such approval not to be unreasonably
withheld or delayed
3.15.1.2 such other notices as the Landlord may in
its reasonable discretion approve; and
3.15.1.3 the name of the Tenant signwritten on the
17
20
entrance doors of the premises in a style and manner
approved by the Landlord or the Landlord's Surveyor
such approval not to be unreasonably withheld or
delayed
3.15.2 If any name writing notice sign placard poster
sticker or advertisement shall be placed or
displayed in breach of these provisions to permit
the Landlord to enter the Buildings and using
reasonable care to remove such name writing notice
sign placard poster sticker or advertisement and to
pay to the Landlord on demand the reasonable
expenses properly incurred of so doing.
3.16 Loading and deliveries
3.16.1 At all times to keep the interior of the Buildings
where it is visible from the exterior of the Demised
Premises neatly laid out and furnished and to keep
any display windows or any showcases of the
Buildings clean and tidy;
3.16.2 Not to load or unload vehicles except in the areas
within the Demised Premises specially designated for
such purpose and also for such purpose to comply
with any reasonable additional Regulations of the
Landlord and the requirements (if any) of the local
highway authority
3.17 Hours of user
3.17.1 The Tenant may use the premises during such hours
and on such days as it thinks fit save that the
Landlord acting reasonably shall be entitled to
object to such user in circumstances where there are
security risks in relation to the Demised Premises
or any other unit providing always that the Landlord
hereby acknowledges that the Demised Premises are
let to Tenant as an independent self contained unit
3.18 Compliance with statutes etc
18
21
3.18.1 Except where such liability may be expressly within
the Landlord's covenants contained in this Lease to
comply in all material respects with the provisions
of all statutes and instruments pursuant to them for
the time being in force and requirements of any
competent authority relating to the Demised Premises
or anything done in or upon them by the Tenant and to
indemnify the Landlord against all actions
proceedings claims or demands which may be brought or
made by reason of such statutes or requirements or
any default in compliance with them.
3.18.2 In particular but without prejudice to the generality
of clause 3.18.1:
3.18.2.1 to execute all works and do all things on
or in respect of the Demised Premises which
are required under the Offices Shops and
Railway Premises Xxx 0000;
3.18.2.2 to comply with all requirements under any
present or future Act of Parliament order
bye-law or regulation as to the use or
occupation of or otherwise concerning the
Demised Premises;
3.18.2.3 to execute with all due diligence
(commencing work within two months or
sooner if necessary and then proceeding
continuously) all works to the Demised
Premises for which the Tenant is liable in
accordance with this clause 3.18 and of
which the Landlord has given written notice
to the Tenant; and
3.18.2.4 if the Tenant shall not comply with clause
3.18.2.3 to permit the Landlord to enter
the Demised Premises to carry out such
works and to pay to the Landlord on demand
the reasonable expenses properly incurred
of so doing (including surveyors' and other
professional advisers' fees) together with
Interest from the date of expenditure until
payment by the Tenant to the Landlord (such
monies to be recoverable as if they were
rent in arrear).
3.19 Planning permissions
3.19.1 Not without the consent in writing (such consent not
to be unreasonably withheld or
19
22
delayed) of the Landlord to make any application under the
Town and Country Planning Acts 1971-1991 to any local planning
authority for permission to change the use of the Demised
Premises.
3.19.2 To indemnify the Landlord against any development charges
other charges and expenses payable in respect of such
applications and to reimburse to the Landlord the reasonable
costs it may properly incur in connection with such consent.
3.19.3 To pay to the Landlord on demand any sum or sums which may
become payable in consequence of the use of the Demised
Premises reverting to that existing prior to such application
being made.
3.19.4 Forthwith to give to the Landlord full particulars in writing
of the grant of planning permission.
3.19.5 Not to implement any planning permission if the Landlord shall
make reasonable objection to any of the conditions subject to
which it has been granted where such conditions shall
materially affect the Landlord's interest in the Site.
3.20 Compliance with town planning requirements
3.20.1 To perform and observe all the provisions and requirements of
all statutes and regulations relating to town and country
planning in relation to the Demised Premises and to obtain
any development or other consent which may be requisite by
reason of the development of or on the Demised Premises by
the Tenant.
3.20.2 To indemnify the Landlord from and against any loss or
expense suffered by the Landlord by reason of the Tenant's
failure to obtain any necessary development or other consents
as aforesaid.
3.20.3 To give full particulars to the Landlord of any notice or
proposal for a notice or order or proposal for an order made
given or issued to the Tenant under or by virtue of any
statute or regulations relating to town and country planning
or otherwise within seven days of the receipt of any such by
the Tenant and if so required by the Landlord to produce
20
23
such notice or proposal for a notice or order to the
Landlord.
3.20.4 Forthwith to take all reasonable and necessary steps
to comply with any such notice or order.
3.20.5 At the request and cost of the Landlord to make or
join with the Landlord in making such objections or
representations against or in respect of any proposal
for such a notice or order as the Landlord may
reasonably deem expedient.
3.21 Claims made by third parties
To indemnify the Landlord against any claims proceedings or demands and the
costs and expenses so incurred which may be brought against the Landlord by any
employees workpeople agents or visitors of the Tenant in respect of any
accident loss or damage whatsoever to person or property howsoever caused or
occurring in or upon the Demised Premises save in the case of any action or
default by the Landlord or its servants or agents.
3.22 Expenses of the landlord
To pay all expenses (including solicitors' costs surveyors' fees and bailiff's
fees) properly and reasonably incurred by the Landlord:
3.22.1 incidental to the preparation and service of a
Schedule of Dilapidations and/or a notice under
sections 146 and 147 of the Law of Property Xxx 0000
(notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court); and
3.22.2 in connection with every application for any consent
or approval made under this Lease whether or not
such consent or approval shall be granted or given.
3.23 Obstruction of windows or lights
3.23.1 Not to stop up darken or obstruct any windows or
lights belonging to the Demised Premises or
21
24
any other buildings belonging to the Landlord on the Site nor
permit any new window light opening doorway path passage drain
or other restriction encroachment or easement to be made.
3.23.2 Not to permit any easement to be made or acquired into
against or upon the Demised Premises.
3.23.3 Where any such window light opening doorway path passage drain
or other restriction encroachment or easement shall be made or
attempted to be made or acquired forthwith to give notice of
the circumstances to the Landlord and at the request and cost
of the Landlord to adopt such course as may be reasonably
required or reasonably deemed proper by the Landlord for
preventing any such restriction encroachment or the
acquisition of any such easement.
3.24 Cleaning and insurance of windows
3.24.1 At all times to keep the glass in the windows of the Buildings
clean.
3.24.2 To keep the glass in the windows of the Buildings insured in a
sum equal to the full replacement cost against damage in a
reputable office determined by the Landlord in the joint names
of the Landlord and the Tenant.
3.24.3 Whenever reasonably required to produce to the Landlord the
policy and the receipt for the last premium in respect of such
insurance.
3.24.4 In case of the destruction of or damage to any plate glass
windows to lay out the monies received in respect of such
insurance in replacement with glass of the same quality and
thickness as before and in case such monies shall be
insufficient for such purpose to make good the deficiency out
of the Tenant's own monies.
3.25 Value added tax
3.25.1 To pay any value added tax lawfully imposed upon and added to
any fee charge cost or expense in respect of goods and
services supplied by or on behalf of the Landlord in
connection with this Lease upon receipt of an
22
25
appropriate Value Added Tax invoice.
3.25.2 To indemnify the Landlord to the extent that input (value
added) tax for which the Landlord is liable to third parties
in respect of goods and services supplied to the Landlord in
connection with this Lease is not recoverable by the Landlord
by credit against output (value added) tax or repayment to
the Landlord by the Commissioners of Customs and Excise.
3.26 Notices 'to let' and 'for sale'
To allow the Landlord or its agents to enter on the Demised Premises at any
time upon giving the Tenant reasonable notice in writing
3.26.1 within six months next before the expiration or earlier
determination of the Term to fix upon the Buildings a notice
broad for reletting the Demised Premises but not by so doing
obscure the Tenant's own existing signs and name plates
3.26.2 to fix on some part of the Buildings a notice board for the
sale of the interest of the Landlord but the proviso in
clause 3.26.1 above shall equally apply
3.26.3 not to remove or obscure any such notice board; and
3.26.4 to permit all persons authorised by the Landlord or its
agents to view the Demised Premises at reasonable hours
without interruption in connection with any such letting or
sale.
3.27 Superior Lease covenants
3.27.1 To observe and perform the obligations and liabilities in so
far as the same shall relate to or affect the Demised
Premises referred to in the Superior Lease including any
obligations to register this Lease with the Superior Landlord
except the obligation thereunder to pay rent and other
outgoings and to indemnify and keep indemnified the Landlord
against any liability whatsoever arising out of the breach
non-observance or non-performance of such obligations and
23
26
liabilities save where the same would amount to a derogation
from the grant herein contained.
3.27.2 Not to do any act matter or thing which would constitute a
breach non-observance or non-performance of the covenants on
the part of the tenant and the conditions contained in the
Superior Lease.
3.27.3 The Landlord acknowledges the right of the Tenant to
production of the Superior Lease (or a certified copy of the
Superior Lease).
4 Provisos
THE PARTIES AGREE to the following provisos:
4.1 Proviso for re-entry
4.1.1 If
4.1.1.1 any or any part of the rents reserved by this Lease
shall be unpaid for twenty one days after any of the
days when they become due for payment (whether or not
they shall have been lawfully demanded); or
4.1.1.2 the Tenant shall at any time fail or neglect to
perform or observe any of the covenants conditions or
agreements contained in this Lease to be performed or
observed by the Tenant or shall allow any distress or
execution to be levied on the Tenant's goods; or
4.1.1.3 an event of insolvency shall occur in relation to the
Tenant or any guarantor of the Tenant then and in any
such case it shall be lawful for the Landlord or any
person or persons duly authorised by the Landlord for
that purpose to re-enter the Demised Premises or any
part of them in the name of the whole and peaceably
to repossess and enjoy the Demised Premises as if
this Lease had not been made.
4.1.2 Re-entry in exercise of the rights contained in clause 4.1.1
shall be without prejudice to any right of action or remedy of
the Landlord or the Tenant in respect of any antecedent breach
of any of the covenants contained in this Lease.
24
27
4.1.3 The expression 'an event of insolvency' in clause 4.1.1.3
includes (in relation to a company or other corporation which
is the Tenant or one of the Tenants or a guarantor) entry into
liquidation either compulsory or voluntary (except for the
purpose of amalgamation or reconstruction), the passing of a
resolution for a creditor's winding up, the making of a
proposal to the company and its creditors for a composition in
satisfaction of its debts or a scheme of arrangement of its
affairs and the appointment of a receiver of an administrative
receiver, and (in relation to an individual who is the Tenant
or a guarantor) having no reasonable prospect of being able to
pay his debts, the presentation of a bankruptcy petition, the
making of a proposal to his creditors for a composition in
satisfaction of his debts or a scheme of an arrangement of his
affairs, and the appointment of a receiver or interim
receiver, and in relation to the various events of insolvency
they shall wherever appropriate be interpreted in accordance
and conjunction with the relevant provisions of the Insolvency
Xxx 0000.
4.2 Rent abatement in case of damage by insured risks
4.2.1 If the whole or any part of the Demised Premises shall at any
time be destroyed or damaged by any of the Insured Risks so as
to render the Demised Premises unfit for occupation and use
and the policy or policies of insurance shall not have been
vitiated or payment of the policy monies withheld in whole or
in part in consequence of some act or default of the Tenant
his employees or agents then the rents reserved by this Lease
or a fair proportion of them according to the nature and
extent of the damage sustained shall cease and be suspended
until the Demised Premises shall be rendered fit for
occupation and use again
4.2.2 Any dispute as to the amount or extent of such cesser of rent
shall be referred to the award of a single arbitrator if the
Landlord and the Tenant can agree upon one and otherwise to an
arbitrator appointed at the request of either of them by the
President for the time being of the Royal Institution of
Chartered Surveyors and in either case in accordance with the
provisions of the Arbitration Acts 1950-1979.
4.3 Power for Landlord to deal with the Retained Land
4.3.1 The Landlord may deal as it xxx think fit with
25
28
the Retained Land and erect or suffer to be erected on such
property any structures whatsoever whether or not such
structures shall affect or diminish the light or air which may
now or at any time be enjoyed by the Tenant in respect of the
Demised Premises but not so as to materially interrupt or
disturb the Tenant's lawful use of the Demised Premises
4.4 Arbitration of disputes between tenants
If any dispute or disagreement shall at any time arise between the Tenant and
any other tenants and occupiers of the Retained Land relating to the Conducting
Media serving the Demised Premises or any easements or privileges whatsoever
affecting or relating to the Demised Premises or any other part of the Site
the dispute or disagreement shall from time to time be settled and determined
by the Landlord to which determination the Tenant shall from time to time
submit.
4.5 Compensation for disturbance
Except to the extent that any statutory provision prohibits the Tenant's right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled on quitting the Demised Premises to claim from the Landlord any
compensation under the Landlord and Xxxxxx Xxx 0000.
4.6 Removal of property after determination of term
4.6.1 If at such time as the Tenant has vacated the Demised
Premises after the determination of this Lease any
property of the Tenant shall remain in or on the
Demised Premises and the Tenant shall fail to remove
the same within 28 days after being requested by the
Landlord so to do by a notice to that effect then the
Landlord may as the agent of the Tenant sell such
property and shall then hold the proceeds of sale
after deducting the reasonable costs and expenses of
removal storage and sale properly incurred by it to
the order of the Tenant.
4.7 Notices consents and approvals
4.7.1 Any notice served under or in connection with this
Lease shall be in writing and be properly
26
29
served if compliance is made with the provisions of
section 196 of the Law of Property Act 1925 (as
amended by the Recorded Delivery Service Act of
1962).
4.7.2 Any consent or approval under this Lease shall be
required to be obtained before the act or event to
which it applies is carried out or done and shall be
effective only when the consent or approval is given
in writing.
4.8 Superior landlord
4.8.1 The powers rights matters and discretions granted and
reserved to the Landlord under this Lease shall also
be granted and reserved to or exercisable by any
Superior Landlord its servants agents or workmen to
the extent required under the Superior Lease.
4.8.2 If the Tenant shall do or propose to for any matter
or thing for which the consent of the Superior
Landlord shall be required the Tenant shall bear and
indemnify the Landlord against the reasonable and
proper cost of obtaining such consent together with
all incidental surveyors' professional or other fees
and disbursements.
4.8.3 The Landlord shall be entitled to withhold the
Landlord's consent in any matter where the Superior
Landlord's consent is required and the Landlord is
unable after having made all reasonable endeavours to
obtain it.
4.9. Value Added Tax
4.9.1. Any monies (including rents) payable under this Lease
shall be exclusive of value added tax which (if any)
shall be payable in addition.
5 Landlord's covenants
THE LANDLORD COVENANTS with the Tenant as follows:
5.1 Quiet enjoyment
That the Tenant paying the rents and performing the Tenant's covenants reserved
by and contained in this Lease may lawfully and peacefully enjoy the Demised
Premises throughout the Term
27
30
without any lawful suit eviction or interruption by the Landlord or by any
person lawfully claiming through under or in trust for the Landlord.
5.2 Insurance
5.2.1 To keep insured at all times throughout the Term in
such a sum as shall represent the full reinstatement
value of the Demised Premises and all fixtures of an
insurable nature (other than those which the Tenant
is entitle to remove) against loss or damage by the
Insured Risks together with Architects' Surveyors'
and other requisite professional advisers' fees in
relation to the reinstatement of the Demised Premises
and three years' loss of rent in respect of the
Demised Premises.
5.2.2 Whenever the whole or any part of the Demised
Premises shall in consequence of the occurrence of
any of the Insured Risks be destroyed or damaged so
as to render the whole or part of the Demised
Premises unfit for occupation or use then with all
due diligence to apply the monies received for that
purpose by virtue of the policy of insurance effected
in accordance wit clause 5.2.1 above (or to require
the monies to be laid out) towards the rebuilding
repairing and reinstating the Demised Premises with
all convenient speed.
5.2.3 The Landlord's obligation under this clause
5.2 shall cease if and to the extent that the
insurance shall be vitiated or the policy monies
withheld by any act or default of the Tenant.
5.3 Common Parts
5.3.1. To maintain and keep in good repair the Common Parts
and to use all reasonable endeavours to provide the
Services provided always that the Landlord will have
no liability to the Tenant
5.3.1.1. for any failure to provide any Service
during any period when the Tenant is in
arrears with payment of any sums due under
clauses 3.1 and 3.3 or any other monies due
from the Tenant to the Landlord under this
Lease
5.3.1.2 for the interruption of any Service for
reason of inspection maintenance repair or
other works provided these are carried out
28
31
with due diligence and in accordance with good estate
management.
5.3.1.3. for the failure to provide any Service for reasons outside
the control of the Landlord
5.3.1.4. for the withdrawal of any Service if the Landlord
reasonably considers it is no longer appropriate
5.4. Superior Lease obligations
5.4.1. The Landlord shall pay the rent reserved by and observe
and perform the covenants on the part of the tenant and
the conditions contained in the Superior Lease except in
so far as the covenants fall to be observed and performed
by the Tenant by reason of the obligations on the part of
the Tenant contained in this Lease.
5.5. Enforce covenants
5.5.1 Upon reasonable written request and receipt of a suitable
indemnity from the Tenant (or the deposit of adequate
security) to use all reasonable endeavours to enforce
against the tenants of other Units a covenants entered
into by such Tenant a breach of which will cause a
nuisance to the Tenant or otherwise materially interfere
with the Tenant's business.
6 Rent review
6.1 The review dates
The yearly rent payable under this Lease shall be reviewed on the expiration of
each consecutive period of five years of the Term (referred to in this clause 6
as 'the review date' and 'the relevant review date' shall be construed
accordingly) and as and from each review date the reviewed rent (agreed or
determined in accordance with the following provisions of this clause) shall
become payable in all respects as if it were the yearly rent reserved by this
Lease.
6.2 Upward only rent reviews
The reviewed rent shall be the greater of:
29
32
6.2.1 the yearly rent payable under this Lease immediately
preceding the relevant review date; and
6.2.2 the market rent of the Demised Premises at the
relevant review date.
6.3 The Market rent
The expression 'the market rent' shall for the purpose of this Lease mean the
yearly rental value of the Demised Premises having regard to best rental values
reasonably obtainable as between a willing landlord and a willing tenant for
comparable property at the relevant review date let without a premium for a
term of either 10 years or the residue of the Term at the relevant review date
whichever shall be the greater and subject to the provisions to the same effect
as those contained in this Lease (other than the amount of rent but including
these provisions for rent review) but upon the assumption (of not the fact)
that at the relevant review date:
6.3.1 the Demised Premises are available to be let with
vacant possession;
6.3.2 the Demised Premises are fit and ready for immediate
occupation and use;
6.3.3 no work has been carried out to the Demised Premises
by the Tenant or any predecessor-in-title of the
Tenant which has diminished the market rent;
6.3.4 in case the Demised Premises have been destroyed or
damaged they have been fully reinstated
6.3.5 the Demised Premises are in a state of full repair
and the covenants of the Tenant have been fully
observed and performed;
6.3.6 the Demised Premises may be lawfully used for any
purpose which is within those classes referred to in
clause 3.13.1
6.4 Matters to be disregarded
In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:
30
33
6.4.1 the occupation of the Demised Premises by the Tenant
or any predecessor-in-title of the Tenant;
6.4.2 any goodwill attached to the Demised Premises by
reason of the carrying on at the Demised Premises of
the business of the Tenant or predecessors-in-title
of the Tenant to that business;
6.4.3 any improvements to the Demised Premises made by the
Tenant with the consent of the Landlord other than
those:
6.4.3.1 made in pursuance of an obligation to the
Landlord (except obligations requiring
compliance with statutes or directions of
local authorities); or
6.4.3.2 completed by the Tenant and/or its
predecessors-in-title more than 21 years
before the relevant review date.
6.5 Procedure for determination of market rent
6.5.1 The Landlord and the Tenant shall endeavour to agree
the market rent at any time not being earlier than
12 months before the relevant review date but if
they shall not have agreed the market rent three
months before the relevant review date the amount of
the market rent shall be determined by reference to
the arbitration of an arbitrator nominated by the
President for the time being of the Royal
Institution of Chartered Surveyors on the
application either of the Landlord or of the Tenant
and the costs of the arbitration shall be in the
award of the arbitrator whose decision shall be
final and binding on the parties hereto.
6.5.2 The reference to and award of the arbitrator shall
be in accordance with the Arbitration Acts
1950-1979.
6.5.3 The arbitrator to be nominated shall be a chartered
surveyor having experience of leasehold valuation of
property being put to the same or similar use as the
Demised Premises and of property in the same region
in which the Demised Premises are situated.
6.6 Time limits
Time shall not be of the essence in agreeing or determining
31
34
the reviewed rent or in appointing an arbitrator.
6.7 Rental adjustments
If the market rent shall not have been agreed or determined in accordance with
the provisions of this clause before the relevant review date then until the
market rent shall have been so agreed or determined the Tenant shall continue to
pay on account rent at the rate of yearly rent payable immediately before the
relevant review date and when the market rent shall have been agreed or
determined the Tenant shall forthwith pay to the Landlord all arrears of the
reviewed rent which shall have accrued together with interest calculated as
being 3 per cent below the rate of Interest specified herein upon the arrears in
respect of the period commencing on the relevant review date and ending with the
payment of the arrears by the Tenant to the Landlord.
6.8 Memorandum of rent review
The parties shall cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease as appropriate.
7. Guarantee Provisions
7.1 The Surety guarantees to the Landlord that the Tenant will pay the
rents reserved by and perform and observe all the covenants and stipulations on
the Tenant's part contained in this Lease throughout the Term.
7.2 The Surety shall not be released from liability under these
provisions by reason of any forbearance the granting of time or any other
indulgence on the part of the Landlord (including but without prejudice to the
generality of the foregoing) any granting or extension of time under or varying
the procedure set out in clause 6.5.
7.3 If a liquidator or trustee in bankruptcy of the Tenant shall disclaim
this Lease the Surety will if the Landlord shall by notice within three months
after such disclaimer so require take from the Landlord a Lease of the Demised
Premises for a term commensurate with the residue of the Term which would have
remained had there been no disclaimer at the same rents and subject to the same
covenants and conditions as are reserved by and contained in this Lease (with
the exception of
32
35
this clause) such Lease to take effect from the date of the disclaimer and in
such case the Surety shall pay the costs of such new Lease and execute and
deliver to the Landlord a counterpart of the new Lease.
8 Legal fees
The Tenant shall forthwith pay the Landlord's Solicitors charges properly
incurred for the preparation of this Lease together with the stamp duty on the
counterpart thereof up to a maximum sum of L.900, plus Value Added Tax.
9 Tenant's rights to terminate
9.1 Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(____________) serve a notice upon the Landlord to terminate the Term on
(____________) and if it does so and if the Tenant observes the obligation in
clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.1.
9.2 Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_____________) serve a notice upon the Landlord to terminate the Term on
(________________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (________________) the Term will end at 12:00 noon on
(______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.2.
9.3 The Tenant shall only be entitled to terminate this Lease under the
provisions of clause 9.1 or 9.2 if on or before the relevant termination date
it shall have paid to the Landlord by way of cleared funds a sum equivalent to
one quarter's rent then prevailing under this Lease plus Value Added Tax
thereon and for the avoidance of doubt such payment shall be in addition to any
other payments due under this Lease.
9.4 In the event that the Tenant exercises its right to
33
36
terminate this Lease under the provisions either of clause 9.1 or clause 9.2
and if the Landlord so requires the Tenant shall rebuild at the Tenant's own
expense a dividing wall between the Buildings and the neighbouring Unit E3 to
the Landlord's reasonable specification and to the reasonable satisfaction of
the Landlord.
SCHEDULE 1
Matters in respect of which the Tenant is to have the benefit (subject always
to compliance with the Regulations)
1. The right in common with the Landlord and all others similarly entitled to
pass and xxxxxx at all times and for all purposes connected with the use
and enjoyment of the Demised Premises with or without vehicles over the
estate roads and accessways within the Common Parts provided always that
the relevant accessways shall be used only for the purpose of obtaining
access to and egress from the Car Parking Spaces and the Demised Premises
2. The right in common with the Landlord and all others similarly entitled to
pass and xxxxxx at all times and for all purposes connected with the use
and enjoyment of the Demised Premises on foot only along the pavements
forming part of the Common Parts
3. The right of free passage of water steam soil air gas electricity and
telephone communications from and to any part of the Demised Premises
through the Conducting Media commonly used for those purposes which are now
or may in the future during the period of 80 years after the date of this
Lease be in upon or under the Retained Land
4. With the consent of the Landlord the right to enter the Retained Land with
or without agents workmen and others and with or without necessary
appliances and materials at all times for the purposes of maintaining
repairing and cleansing the Demised Premises causing as little damage and
disturbance as possible and making compensation to any owner or occupier of
any Adjoining Property for all damage that is done
5. Those matters referred to in the Superior Lease in so
34
37
far as they relate to or in any way affect the Demised Premises
6. The right of support from the adjacent premises E2
SCHEDULE 2
Exceptions and Reservations in favour of the Landlord.
1. The right of free passage of water steam soil air gas electricity and
telephone communications from and to the Retained Land through the
Conducting Media commonly used for those purposes which are now or may
in the future during the period of 80 years after the date of this
Lease be in upon or under the Demised Premises
2. With the consent of the Tenant (not to be unreasonably withheld) the
right to enter the Demised Premises with or without agents workmen and
others and with or without necessary appliances and materials at
reasonable times for the purposes of connecting into the Conducting
Media and the services referred to in paragraph 1 of this schedule and
also for the purposes of repairing maintaining testing cleansing and
if necessary renewing such services causing as little damage and
disturbance as possible to the Tenant and making compensation for all
damage that is done.
SCHEDULE 3
The Services
In this Schedule the Services are those services appropriate to the management
and maintenance of the Common Parts in accordance with the highest standards of
estate management including but not limited to the following:
1. Lighting (including if appropriate improvement replacement and
renewal thereof), cleaning, draining, repairing and maintaining in
good condition free from rubbish and litter and from time to time
resurfacing reconstructing renewing or rebuilding all estate roads,
accessways, footpaths, walkways, paved areas, lawns and
35
38
trees and landscaped areas
2. Cleaning, repairing and maintaining in good working condition and from time
to time renewing the Conducting Media
3. Paying any outgoings properly payable by the Landlord in respect of the
Common Parts including general and water rates charges and assessments for
electricity and gas telephone and public or statutory utilities payable in
respect of the Common Parts and also including any outgoings (including
rent) payable in respect of the Landlord's site office and any
accommodation provided by the Landlord for its staff
4. Providing and renewing (if and to the extent that the Landlord reasonably
considers it appropriate) security fire fighting and prevention apparatus
for the better use and enjoyment of the Common Parts and its facilities
5. Retaining (to the extent that the Landlord acting reasonably considers it
appropriate) managing agents and professional advisers
6. Employing staff if the same shall be reasonably necessary in connection
with the proper performance of the Landlord's obligations under this Lease
and the provision of the Services and all other incidental expenditure in
relation to such employment including but without prejudice to the
generality of the foregoing the payment of the statutory and other
insurance health pension welfare and other payments contributions and
premiums that the Landlord may in its absolute discretion deem desirable or
necessary and the reasonable cost of the provision of uniforms working
clothes tools appliances cleaning and other material and equipment for the
proper performance of their duties
7. Where reasonably necessary providing and maintaining accommodation for
such staff employed full time or part time in connection with the Services
as the Landlord may from time to time at its discretion determine
8. Paying proper fees charges expenses and commissions payable to any
solicitor accountant surveyor valuer architect engineer quantity surveyor
and managing agent which the Landlord may from time to time employ in
connection with the management and administration (including rent
collection) repair and maintenance of the Common Parts
9. Regulating and controlling the movement of vehicles upon the Common Parts
10. Complying with any statutory requirements relating to the Common Parts
not the responsibility of the Tenant
36
39
11. Providing such other things in the nature of the Services as shall be
reasonable and for the benefit of the Tenant and the other occupiers of the
Site and as the Landlord shall reasonably consider necessary or desirable
to maintain the standard of the Common Parts
12. Paying VAT on the cost of any of the Services provided (but giving due
credit for recoverable VAT as herein provided).
13. Maintaining appropriate insurance in respect of the Landlord's employers
third party occupiers and public liability in connection with the Common
Parts
14. Modernising maintaining renewing or replacing plant and machinery (if any)
when reasonably necessary in the Common Parts
15. Providing (if the Landlord deems it necessary) security for the Site and
traffic patrols
16. Providing maintaining and renewing plants shrubs trees and flowers in the
Common Parts
17. Employing landscape gardeners (if the Landlord deems it appropriate) to
maintain all landscaping areas within the Common Parts
18. Maintaining repairing and renewing all fences and boundaries on the Site
SCHEDULE 4
The Service Charge
1. The Service Charge in respect of which the Tenant is to contribute under
clause 3.3.2 (subject to the proviso hereinafter contained) means the
aggregate of the following costs:
1.1. all rates taxes charges assessments and outgoings properly payable in
respect of all or any part of the Common Parts or in respect of the
Site as a whole (as distinct from any one or more unit)
1.2. the reasonable and proper cost of employing or arranging for the
employment of staff to provide the Services such cost to include all
incidental
37
40
expenditure such as (without prejudice to the generality of the
foregoing) that relating to insurance pension and welfare contributions
the provision of clothing the provision of tools and equipment the
provision of accommodation (and where such accommodation is provided on
the Site a notional rent therefor not exceeding such figure as the
Landlord is from time to time advised by a duly qualified surveyor
represents its open market rent)
1.3. The proper cost of providing maintaining and renewing such equipment
materials and supplies as are from time to time required in order to
provide the Services
1.4. The cost of all maintenance contracts properly entered into in relation
to the provision of the Services
1.5. The reasonable cost to the Landlord of complying with or contesting the
requirements of proposals of any Authority in so far as they relate to
the Site (as distinct from any particular Unit or Units)
1.6. The proper fees of managing agents retained by the Landlord in relation
to the management of the Site the provision of the Services and the
collection of the Service Charge due from tenants and occupiers of the
Site (or where any such task is carried out by the Landlord a
reasonable charge for the Landlord in relation thereto)
1.7. The proper cost of preparing and auditing Service Charge accounts
(whether carried out by the Landlord or by the Landlord's agents or
accountants)
1.8. The proper cost of obtaining such professional advice as may from time
to time be required in relation to the management of the Common Parts
and the provision of Services
1.9. VAT (or other tax) where chargeable on any part of the Service Charge
to the extent that it cannot be recovered by the Landlord
1.10. All other proper costs charges expenses and outgoings incurred or
incidental to the provision of the Services
1.11. Such provision for anticipated future expenditure in relation to the
Services as may in the Landlord's reasonable opinion be appropriate
38
41
PROVIDED THAT the costs of any remedial works necessary at the
Site in relation to defective surface water drainage and
damage caused by subterranean streams and in connection with
any methane gas escape or build-up will not be recoverable
from the Tenant under the provisions of this Schedule or
otherwise.
2. Payment of the Service Charge
For the purpose of this clause the following words and expressions
shall where the context so admits be deemed to have the following
meanings
"Account Date" means the 30th June in each year or such other date in
each year as the Landlord may reasonably stipulate
"Account Period" means the period from and excluding one Account Date
up to and including the next Account Date
"Total Charge" means the total Service Charge for an Account Period
"Service Charge" means the due proportion of the Total Charge payable
by the Tenant under the provisions of clause 3.3.2 of this Lease
"Estimated Service Charge" means the payment on account of the Service
Charge
"Account Statement" means a statement certified by a duly qualified
surveyor or accountant (and in the absence of manifest error to be
accepted by the Tenant as conclusive) showing a) the Total Charge for
the relevant Account Period b) the Service Charge c) details of all
Estimated Service Charge received in respect of the relevant Account
Period and d) any balance of Service Charge due from the Tenant or
refund due to the Tenant
3. The Tenant hereby covenants to pay to the Landlord by way of equal
instalments in advance on each quarter day during the Term and
proportionately for less than an Account Period (the first payment or
proportionate payment to be made on the date hereof) an Estimated
Service Charge of such sum as the Landlord may reasonably demand having
regard to the actual and anticipated Service Charge
4. As soon as practicable after an Account Date the Landlord shall submit
to the Tenant an Account Statement for the Account Period ending on
that Account Date and
39
42
4.1 if the Account Statement shows that a balance of Service Charge is due
from the Tenant the Tenant shall pay such balance to the Landlord
within 14 days of receipt of the Account Statement
4.2 if the Account Statement shows that a refund is due to the Tenant such
refund shall during the Term be set off against a future Service
Charge payment and following the determination of the Term be set off
against any other monies due from the Tenant to the Landlord and the
balance (if any) paid to the Tenant
SCHEDULE 5
The Regulations
1. Such rules and regulations as the Landlord in its absolute discretion shall
deem appropriate for the purposes of governing and controlling traffic on
the estate roads and accessways within the Common Parts
2. No obstruction must be caused on or within any part of the Common Parts
3. Refuse is to be kept in containers specifically approved by the Landlord
and removed at regular intervals
4. Due precaution shall be taken to avoid water freezing in any of the
Conducting Media within the Demised Premises
5. Fire escape doors are not to be obstructed nor used except in cases of
emergency
6. The Demised Premises are to be secured against intrusion when not in use
40
43
Executed as a deed for and on
behalf of UNIFORM TUBES (EUROPE)
in the presence of:
Executed as a deed for and on
behalf of UTI CORPORATION in
the presence of:
/s/ XXXXXXXXX XXXXXXX
---------------------
Xxxxxxxxx Xxxxxxx
VP -- Finance
Subscribed and Affirmed
Before me this 13th day
of July, 1993
/s/ XXXXXXXXX X. XXX
--------------------
Xxxxxxxxx X. Xxx
[NOTARY SEAL]
Pottstown, PA U.S.A.
41
44
DATED 1993
BAKMAT DEVELOPMENTS LIMITED
-to-
UNIFORM TUBES (EUROPE)
COUNTERPART LEASE
relating to Xxxx X0, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx and associated
car parking spaces
Xxxxx, Maidment, Wilson,
0, Xxxxx Xxxxxx,
Xxxxxxxxxx X0 0XX
PG/LB
45
Date: 19
Parties:
1 'The Landlord': BAKMAT DEVELOPMENTS LIMITED whose registered office is
at Oak House, Xxxxx Road Industrial Estate, Xxxxx Xxxxx, Xxxxxxxxx XX0
0XX
2 'The Tenant': UNIFORM TUBES (EUROPE) whose registered office is at
Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxx, X0 0XX
3 'The Surety': UTI CORPORATION, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, X.X.X.
Operative provisions:
1 Interpretation
1.1 Definitions
In this lease the following words and expressions shall where the context so
admits be deemed to have the following meanings:
1.1.1. "the Plan" means the plan attached hereto
1.1.2. "the Site" means the land demised to the Landlord by the
Superior Lease edged blue on the Plan
1.1.3. "Common Parts" means the estate roads accessways (including
any drains and sewers thereunder) pavements landscaped and
all other areas (including Wince Brook and its embankment)
within the Site enjoyed in common by the Landlord and all
other owners/occupiers of the Units on the Site
1.1.4. "the Retained Land" means such part of the Site as is not
demised by this Lease
1.1.5. "Conducting Media" means drains sewers conduits flues gutters
gullies channels ducts shafts watercourses pipes cables wires
and mains or any of them not exclusively serving any premises
to be demised to other owners/occupiers of the Units on the
Site;
1.1.6. "the Car Parking Spaces" means the area shown
1
46
coloured xxxxx on the Plan
1.1.7. "the Demised Landscaping Area" means the area shown coloured
green on the Plan
1.1.8 "the Demised Premises" means the land shown edged red on the
Plan together with any buildings erected thereon (the
"Buildings") and includes;
the inside and outside of the windows and other lights and the
frames glass equipment and fitments relating to windows and
lights of the Buildings;
the door frames equipment and fitments and any glass relating
to the doors of the Buildings;
the internal plaster or other surfaces of loadbearing walls
and columns within the Buildings and of walls which form
boundaries of the Buildings; the whole of all non-loadbearing
xxxxx within the Buildings;
the flooring raised floors and floor screeds down to the
joists or other structural parts supporting the flooring of
the Buildings;
the plaster or other surfaces of the ceilings and the whole of
any false ceilings within the Buildings and the voids between
the ceilings and any false ceilings;
all the Conducting Media within and/or exclusively serving the
Buildings;
appurtenances fixtures and rights demised by this Lease;
all structural parts loadbearing framework roof foundations
joists forming part of the Buildings
1.1.9. "Insured Risks" means the risks of fire storm tempest flood
lightning explosion aircraft and articles dropped therefrom
riot civil commotion malicious damage earthquake bursting and
overflowing of water pipes tanks and other apparatus and such
other perils loss of rent and third party and public liability
cover and other contingencies against which the Demised
Premises are required to or which may from time to time be
insured under the provisions of this Lease and includes any
incidental cover costs fees and expenses covered by the
2
47
insurance policy but subject to any exclusions limitations or
conditions imposed by or contained in the policy of insurance;
1.1.10. "the Service(s)" means those services or any part of them to
be provided by the Landlord set out in Schedule 3
1.1.11. "the Service Charge" means those expenses costs and charges
set out in Schedule 4
1.1.12 "Interest" means interest at the rate of 3 per cent over the
base rate of Royal Bank of Scotland PLC for the time being and
from time to time prevailing (as well after as before
judgment) or such other comparable rate as the Landlord may
reasonably designate if the base rate shall cease to be
published;
1.1.13 "the Landlord" includes all persons entitled to the reversion
immediately expectant upon the determination of this Lease;
1.1.14 "this Lease" is a reference to this Underlease and includes
any instruments supplemental to it;
1.1.15 "outgoings" means all general rates water rates water charges
taxes and all existing and future rates charges assessments
impositions and outgoings of an annual or regularly recurring
nature (whether parliamentary municipal parochial or
otherwise) which are now or may at any time in the future be
payable charged or assessed on property or the owner or
occupier of property;
1.1.16 "the Superior Landlord" means the holder of a reversion
whether immediate or not to the lease under which the landlord
holds its interest in the Site
1.1.17 "Superior Lease" means the lease dated 29 November 1991 under
which the Landlord holds its interest in the Site and includes
any leasehold reversion whether immediate or not to such
lease;
1.1.18 "the Tenant" includes the Tenant's successors in title and
assigns in whom this Lease shall for the time being be vested;
1.1.19 "the Term" means the term of years granted by this Lease and
(in relation to clause 7 includes) any statutory continuation
or
3
48
extension of the term of years.
1.1.20 "Unsecured Underletting" means an underletting of the Demised
Premises in relation to which the underlessor and the
underlessee have agreed to exclude the provisions of sections
24 to 28 of the Landlord and Xxxxxx Xxx 0000 and their
agreement to do so has been duly authorised beforehand by the
court.
1.1.21 "Unit(s)" means any unit on the Site including any car
parking spaces let therewith let or intended to be let
1.1.22 "the Regulations" means the regulations set out in Schedule 5
1.2 Interpretation of restrictions on the tenant
In any case where the Tenant is placed under a restriction by reason of the
covenants and conditions contained in this Lease the restriction shall be deemed
to include the obligation on the Tenant not to permit or allow the infringement
of the restriction by any person claiming rights to use enjoy or visit the
Demised Premises through or with the permission of the Tenant.
1.3 Clauses and clause headings
1.3.1 The clause and paragraph headings in this Lease are for ease
of reference only and shall not be taken into account in the
construction or interpretation of any covenant condition or
proviso to which they refer.
1.3.2 References in this Lease to a clause Schedule or paragraph
are references where the context so admits to a clause
Schedule or paragraph of a Schedule in this Lease and
references in a Schedule to a paragraph are (unless the
context otherwise requires) references to a paragraph of that
Schedule.
1.4 Singular and plural meanings
Words in this Lease importing the singular meaning shall where the context so
admits include the plural meaning and vice versa.
4
49
1.5 Statutes and statutory instruments
References in this Lease to any statutes or statutory instruments shall include
and refer to any statute or statutory instrument amending consolidating or
replacing them respectively from time to time and for the time being in force.
1.6 Gender
Words in this Lease of the masculine gender shall include the feminine and
neuter genders and vice versa and words denoting natural persons shall include
corporations and firms and all such words shall be construed interchangeably in
that manner.
2. The demise
In consideration of the rent and the covenants reserved by and contained in
this Lease:
2.1 the Landlord at the request of the Surety DEMISES to the
Tenant:
2.1.1 ALL the Demised Premises;
2.1.2 TOGETHER WITH the rights set out in Schedule 1; and
2.1.3 EXCEPT AND RESERVED to the Landlord as stated in
Schedule 2;
2.2 for the Term of 25 years from and including the day of _______
1993 determinable as provided by this Lease subject to the
matters contained and referred to in the Superior Lease
2.3 the Tenant PAYING during the Term;
2.3.1 the yearly rent of L.16,305. during the first and
second years of the Term; the yearly rent of
L.17,665. during the third year of the Term; the
yearly rent of L.19,023. during the fourth and fifth
years of the Term; and thereafter subject to the
provisions for revision contained in clause 6 by
equal quarterly payments in advance on the usual
quarter days in every year the first (or a
proportionate part) of such payments in respect of
the period commencing on ________ 19__ and ending on
the quarter day next following to be made on the
grant of this Lease;
5
50
2.3.2 as additional rent the monies payable by the Tenant
under clause 3.3 as from _________ 19____.
3 Tenant's covenants
THE TENANT COVENANTS with the Landlord as follows:
3.1 Rent
3.1.1 To pay the yearly rent reserved by this Lease at the
times and in the manner required under clause 2.3.1
and by means of a standing order to the Tenant's
bankers and the additional rents reserved by this
Lease at the times and in the manner specified in
relation to each of them.
3.1.2 If the whole or any part of the rents and other
monies due under this Lease shall remain unpaid five
days after they shall have become due (in the case of
the yearly rent whether formally demanded or not) or
if the Landlord shall refuse to accept the tender of
rents because of what is subsequently proved to be a
breach of covenant on the part of the Tenant then to
pay Interest on such rents (or part of the rents) and
other monies as from the date they became due until
they are paid to or accepted by the Landlord.
3.2 Outgoings
3.2.1 To pay and discharge all Outgoings in respect of the
Demise Premises (other than taxes imposed on the
Landlord in respect of the yearly rent reserved by
this Lease or in respect of a disposal or dealing
with the reversionary interest in the Demised
Premises).
3.2.2 To pay for all gas and electricity consumed on the
Demised Premises and all charges for meters and all
standing charges.
3.3 Insurance premium service charge and landscaping charge
3.3.1 To pay to the Landlord the due proportion of the
insurance premiums incurred with respect to the
Insured Risks as to which the following provisions
shall apply:
6
51
3.3.1.1 the insurance premiums shall include all
reasonable sums properly expended or
required to be expended by the Landlord in
effecting and/or maintaining cover against
the Insured Risks including any
reimbursement of insurance premiums
payable to the Superior Landlord;
3.3.1.2 the Tenant's liability shall include the
whole of any increase in the insurance
premiums or expense of renewal payable by
reason of any act or omission of the
Tenant or any person deriving possession
occupation or enjoyment of the Demised
Premises through the Tenant;
3.3.1.3 the cover may take due account of the
effects of inflation and escalation of
costs and fees and the Landlord's
reasonable estimate of the market rent (as
defined in clause 6) of the Demised
Premises in the context of ensuing rent
reviews and/or the expiration of the Term;
3.3.1.4 the due proportion of the insurance
premiums shall be payable by the Tenant to
the Landlord within seven days of demand;
3.3.1.5 the due proportion of the insurance
premiums shall be the fair and proper
proportion of the insurance premiums
attributable to the Demised Premises as
the Landlord's Surveyor shall reasonably
determine and whose determination shall be
binding on the parties save in the case of
manifest error
3.3.2 To pay to the Landlord in the manner provided in the
4th Schedule a reasonable contribution towards the
Service Charge to be determined by the Landlord's
Surveyor acting as an expert and not as an arbitrator
whose decision shall be final and binding save in the
case of manifest error but for the avoidance of doubt
such contribution in the absence of special
circumstances shall represent the proportion which
the floor area of the Buildings bears to the total
floor area of the buildings on all of the Units on
the Site provided that for the first year of the Term
the service charge payment shall not exceed L.0.30
per square foot and any excess over this figure shall
be written off by the Landlord
7
52
3.3.3. To pay to the Landlord from time to time on demand
such costs and expenses as the Landlord shall
reasonably and properly incur in maintaining the
Demised Landscaping Area such costs and expenses to
include landscaping, renewing, repairing and
replacing where necessary all containers plants
shrubs and trees presently or at any time during the
Term situate on the Demised Landscaping Area
3.4 Repair. For the purpose of this clause Demised Premises shall
not include the Demised Landscaping Areas
3.4.1 From time to time and at all times well and
substantially to repair and clean the Demised
Premises and to keep the Demised Premises in good and
substantial repair and condition
3.4.2 The obligations in clause 3.4.1 extend to all
improvements and additions to the Demised Premises
and all landlord's fixtures fittings and
appurtenances of whatever nature affixed or fastened
to the Demised Premises
3.4.3 The obligations in clause 3.4.1 do not extend to:
3.4.3.1 damage by Insured Risks unless and to the
extent that the policies of insurance in
respect of Insured Risks effected by the
Landlord are vitiated or the policy monies
are withheld by reason of any act or
omission of the Tenant its employees or
agents
3.4.3.2 the repair of latent or inherent defects
in the Demised Premises arising as a
result of defects or faults in the design
or construction of the Buildings or the
plant and equipment therein or the use of
inappropriate or deleterious materials in
such construction which are unsuitable for
the purpose for which they are intended to
be used
3.5 Decorations
3.5.1 In the year 1998 and thereafter in every fifth year
of the Term and in the last three months of the Term
howsoever determined (but not more often than once in
any twelve month period) to decorate the inside of
the Buildings with sufficient coats of good
8
53
quality paint or good quality polish and with paper
for those parts normally papered or other suitable
and appropriate materials of good quality in a
workmanlike manner such decorations in the last three
months of the Term to be executed in such colours
patterns and materials as the Landlord may reasonably
and properly require.
3.5.2 In the year 1996 and thereafter in every third year
of the Term (but not more often than once in any
twelve month period) and also in the last three
months of the Term howsoever determined to decorate
the exterior of the Buildings with sufficient coats
of good quality paint or good quality polish or other
suitable material of good quality in a proper and
workmanlike manner.
3.5.3 Not without the consent of the Landlord to alter
cover up or change any part of the architectural
decorations or the external colour of the Buildings
such consent not to be unreasonably withheld or
delayed and for the avoidance of doubt the Landlord's
consent shall not be deemed to be unreasonably
withheld in circumstances where the Landlord objects
to any such works on the ground that the same would
be detrimental to the overall appearance of the Site
and any buildings thereon
3.6 Landlord's right of inspection and right of repair
3.6.1 To permit the Landlord and its servants or agents at
all reasonable times on reasonable notice in writing
to enter into inspect and view the Buildings and
examine their condition and also to take a schedule
of fixtures in the Buildings.
3.6.2 If any breach of covenant defects disrepair removal
of fixtures or unauthorised alterations or additions
shall be found upon such inspection for which the
Tenant is liable then upon notice by the Landlord to
the Tenant to commence to execute and diligently
progress all repairs works replacements or removals
required within two months (or sooner if necessary)
after the receipt of such notice to the reasonable
satisfaction of the Landlord or its Surveyor.
3.6.3 In case of default it shall be lawful for workmen or
agents of the Landlord to enter into the Buildings or
any part of the Demised Premises and execute such
repairs works replacements or removals.
3.6.4 To pay to the Landlord on demand all reasonable and
necessary expenses properly so incurred with
9
54
Interest from the date of expenditure until the date
they are paid by the Tenant to the Landlord (such
expenses and Interest to be recoverable as if they
were rent in arrear).
3.7 Yield up in repair at the end of the Term
At the expiration or earlier determination of the Term or at such later time as
the Landlord recovers possession of the Demised Premises from the Tenant:
3.7.1 quietly to yield up the Demised Premises (together
with all additions and improvements to the Demised
Premises and all fixtures which during the Term may
be fixed or fastened to or upon the Demised Premises
other than tenant's fixtures removable by the
Tenant) decorated repaired cleaned and kept in
accordance with the Tenant's covenants contained in
this Lease (damage by Insured Risks excepted unless
and to the extent that the policies of insurance in
respect of Insured Risks effected by the Landlord are
vitiated or the policy monies are withheld by reason
of any act or omission of the Tenant its employees or
agents);
3.7.2 if so requested by the Landlord to remove from the
Buildings and every part of the Demised Premises all
the Tenant's belongings - that is to say trade
fixtures and fittings and all notices notice boards
and signs bearing the name of or otherwise relating
to the Tenant (including in this context any persons
deriving title to the Demised Premises under the
Tenant) or its business; and
3.7.3 to make good to the reasonable satisfaction of the
Landlord all damage to the Demised Premises and the
Site resulting from the removal of the Tenant's
belongings from the Demised Premises.
3.8 Landlord's right of entry for repairs etc
3.8.1 To permit the Landlord and the agents workmen and
others employed by the Landlord or by the other
owners tenants or occupiers of any adjoining Unit at
reasonable times after giving to the Tenant
reasonable written notice (except in an emergency) to
enter upon the Demised Premises:
3.8.1.1 to alter maintain or repair any adjoining
Unit or
10
55
3.8.1.2 to construct alter maintain repair or fix
any thing or additional thing serving any
part of the Retained Land and running
through or on the Demise Premises; or
3.8.1.3 to comply with an obligation contained in
the Superior Lease or with an obligation to
any third party having legal rights over
the Site and the Demised Premises; or
3.8.1.4 in exercise of a right or to comply with an
obligation of repair maintenance or renewal
under this Lease;
PROVIDED ALWAYS that in the exercise of such rights
the Landlord will cause the minimum practical
inconvenience and disturbance to the Tenant and will
make good any consequential damage to the Tenant's
reasonable satisfaction as soon as practicable
thereafter
3.9 Alterations
3.9.1 Not to make any alterations or additions to or
affecting the structure or exterior or the Buildings
or the appearance of the Buildings as seen from the
exterior.
3.9.2 Not without the consent of the Landlord to make any
other alterations or additions to the Buildings (but
the erection alteration or removal by the Tenant of
internal demountable partitioning and non structural
internal alterations are authorised without such
consent in any event so long as plans of the
partitions and any such internal alterations (or
full written details thereof) are forthwith
deposited with the Landlord).
3.9.3 Not without the Landlord's consent to install or
erect any exterior lighting shade canopy or awning
or other structure in front of or elsewhere outside
the Buildings or on the Demised Premises.
3.9.4 Not without the consent of the Landlord to alter or
change in any way the design or layout of the
Demised Landscaping Area
3.9.5 At the expiration or earlier determination of the
Term if and to the extent required by the Landlord
to reinstate the Buildings to the same condition as
they were in at the grant of this Lease such
reinstatement to be carried out under the supervision
and to the reasonable satisfaction of
11
56
the Landlord or the Landlord's professionally qualified
Surveyor.
3.9.6 To procure that any alterations or additions to the
Buildings permitted by the Landlord under clause 3.9.2 shall
be carried out only by a professional and reputable
contractor.
3.10 Alienation
3.10.1 Not to assign or charge or underlet part only of the Demised
Premises.
3.10.2 Not to assign or charge the whole nor underlet the whole of
the Demised Premises without the consent of the Landlord
(such consent not to be unreasonably withheld or delayed)
PROVIDED THAT as a condition of any such consent the Tenant
shall if so requested by the Landlord rebuild at the
Tenant's own expense a dividing wall between the Buildings
and the neighbouring Unit E2 to the Landlord's reasonable
specification and to the reasonable satisfaction of the
Landlord and the Tenant agrees that any such requirement
shall be reasonable in the circumstances of this Lease.
3.10.3 Not otherwise than by assignment or underletting permitted
under the following provisions of this clause 3.10 to:
3.10.3.1 part with or share possession or occupation of the whole
or any part of the Demised Premises; or
3.10.3.2 grant to third parties any rights over the Demised
Premises.
3.10.4 Upon any assignment to obtain (if the Landlord shall
reasonably require) a maximum of two guarantors acceptable
to the Landlord for any assignee and to obtain a direct
covenant by the assignee with the Landlord to observe and
perform the covenants and conditions on the part of the
Tenant contained in this Lease throughout the residue of the
Term in such form as the Landlord shall reasonably require
and a direct covenant by such guarantors on terms reasonably
acceptable to the Landlord.
12
57
3.10.5 Upon the grant of any underlease to obtain covenants on the
part of the underlessee direct with the Landlord in such form
as the Landlord shall reasonably require that the underlessee
will:
3.10.5.1 not assign underlet or charge part only of the premises
sub-demised;
3.10.5.2 not part with or share possession or occupation of the
whole or any part of the premises sub-demised nor grant
to third parties rights over them otherwise than by a
permitted assignment or underletting;
3.10.5.3 not assign charge or underlet the whole of the premises
sub-demised without obtaining the previous consent of
the Landlord under this Lease (such consent not to be
unreasonably withheld or delayed);
3.10.5.4 provide for the inclusion in any sub-underleases granted
out of such underlease (whether immediate or mediate) of
covenants to the same effect as those contained in these
clauses 3.10.5 and 3.10.6.
3.10.6 Upon the grant of any underlease:
3.10.6.1 to include provisions for the revision of the rent
reserved by the underlease in an upward only direction
to correspond in time with the provisions for the
revision of rent contained in this Lease;
3.10.6.2 not to reserve or take a premium or fine;
3.10.6.3 not to underlet the Demised Premises otherwise than at
the market rent (as defined in Clause 6)
3.10.6.4 to include such covenants on the part of the underlessee
as shall secure the due performance and observance of
the covenants on the part of the Tenant (other than in
respect of payment of rent) contained in this Lease.
3.10.6.5 to include a covenant that underletting
13
58
shall not be permitted without the Landlord's consent
(meaning the Landlord as defined in this Lease)
unless such underletting shall be an Unsecured
Underletting
3.10.7 The foregoing provisions of this clause 3.10 shall not
apply to any parting with possession or occupation or the
sharing of occupation or sub-division of the Demised
Premises to or with any member of a group of companies of
which the Tenant is itself a member upon the conditions
that:
3.10.7.1 the interest in the Demised Premises so created shall
be no more than licence-at-will and shall not afford
exclusive possession; and
3.10.7.2 the possession occupation or subdivision shall
forthwith be determined if the Tenant and the
relevant member shall cease for any reason whatsoever
to be members of the same group of companies; and for
this purpose two companies shall be taken to be
members of a group if and only if one is a subsidiary
of the other or both are subsidiaries of a third
company 'subsidiary' having the meaning assigned to
it by section 736 of the Companies Xxx 0000.
3.11 Registration of dispositions of this Lease
Within one month after the execution of any disposition of this Lease or the
Demised Premises whether by assignment charge transfer or underlease or
assignment or surrender of any underlease or upon any transmission by reason
of a death or otherwise affecting the Demised Premises to produce to and leave
with the Solicitors for the time being of the Landlord the deed instrument or
other document of disposition (and in each case a certified copy for retention
by the Landlord) and on each occasion to pay to such Solicitors a registration
fee of L.20 and also any reasonable registration fee payable to the Superior
Landlord.
3.12 Enforcement of underleases
3.12.1 Not without the consent of the Landlord to vary the terms
or waive the benefit of any covenant on the part of a
sub-tenant or
14
59
condition contained in an underlease of the Demised Premises
where such variation would render the relevant underlease
inconsistent with the terms of this Lease.
3.12.2 Not without the consent of the Landlord (not to be
unreasonably withheld or delayed) to accept a surrender of
any underlease of the Demised Premises.
3.12.3 Diligently to enforce the covenants on the part of a
sub-tenant and the conditions contained in an underlease of
the Demised Premises and (if reasonably so required by the
Landlord) to exercise by way of enforcement the powers of
re-entry contained in the underlease.
3.12.4 Not without the consent of the Landlord to accept any sum or
payment in kind by way of commutation of the rent payable by
a sub-tenant of the Demised Premises.
3.12.5 Duly and punctually to exercise all rights to revise the rent
reserved by an underlease of the Demised Premises.
3.13 User
3.13.1 Not without the consent of the Landlord to use the Demised
Premises for purposes other than those uses specified in
Class B1, B2 and B8 of the Town & Country Planning (Use
Classes) Order 1987
3.13.2 Nothing contained in this Lease shall imply or be treated as
a warranty to the effect that the use of the Demised Premises
for the purposes above mentioned is in compliance with all
Town Planning laws and regulations now or from time to time
in force.
3.14 Restrictions affecting use of the demised premises
3.14.1 Not without the consent of the Landlord to erect nor install
in the Buildings or any part of the Demised Premises any
engine furnace or machinery whether driven by steam oil or
electric energy or otherwise which causes noise fumes or
vibration which can be heard
15
60
smelled or felt outside the Demised Premises.
3.14.2 Not to store in the Buildings or any part of the Demised
Premises any petrol or other specially inflammable explosive
or combustible substance.
3.14.3 Not to use the Buildings or any part of the Demised Premises
for any noxious noisy or offensive trade or business nor for
any illegal or immoral act or purpose.
3.14.4 Not to hold any sales by auction on the Buildings or any part
of Demised Premises.
3.14.5 Not to hold in or on the Buildings or any part of the Demised
Premises any public exhibition public meeting or public
entertainment.
3.14.6 Not to permit any vocal or instrumental music in the
Buildings or any part of the Demised Premises so that it can
be heard outside the Demised Premises.
3.14.7 Not to permit livestock of any kind to be kept on the
Buildings or any part of the Demised Premises.
3.14.8 Not to do in or upon the Buildings or any part of the Demised
Premises anything which may be or grow to be a nuisance
annoyance disturbance inconvenience or damage to the Landlord
or any owners tenants and occupiers of any other Units
3.14.9 Not to load or use the floors walls ceilings or structure of
the Buildings in any manner which will cause strain damage or
interference with the structural parts loadbearing framework
roof foundations joists and external walls of the Buildings.
3.14.10 Not to overload the electrical installation or Conducting
Media in the Buildings.
3.14.11 Not to do or omit to do anything which interferes
with or which imposes an additional and dangerous loading on
any ventilation heating air conditioning or other plant or
machinery serving any other part of the Site
16
61
3.14.12 Not to do anything whereby any policy of insurance on including or in
any way relating to the Demised Premises taken out by the Landlord may
become void or voidable or whereby the rate of premium thereon may be
increased but to provide one or more efficient fire extinguishers of a
type approved by the relevant fire authority and to take such other
precautions against fire as may be deemed reasonably necessary by the
Landlord or its insurers.
3.14.13 Not to use the Demised Premises for the sale of wines spirits beers or
any intoxicating liquor for consumption either on or off the Demised
Premises.
3.14.14 Not to allow any person to sleep in the Demised Premises nor to use
the Demised Premises for residential purposes.
3.14.15 Not at any time to place in the passages corridors staircases
lavatories access ways and service areas serving or demised with the
Demised Premises any goods mats trade empties rubbish pallets refuse
skips or other obstruction.
3.14.16 Not to accumulate trade empties upon the Demised Premises and to
arrange regular collections of refuse.
3.14.17 Not to place leave or install any articles merchandise goods or other
things in front of or elsewhere outside the Buildings.
3.14.18 Not to permit the drains to be obstructed by oil grease or other
deleterious matter but to keep the Demised Premises thoroughly cleaned
and the drains serving the Demised Premises as often as may be
necessary.
3.14.19 Not at any time to park or permit the parking of any vehicle
whatsoever nor to deposit any materials of any kind on or otherwise
obstruct the Common Parts or any part thereof.
3.14.20 Not to obstruct or in any way interfere with the access and rights of
the owners and/or occupiers for the time being of any other Unit.
3.14.21 Not to use the Car Parking Spaces for any purposes other than the
parking of no more than nine private motor vehicles.
17
62
3.14.22 To comply in all reasonable respects with the
Regulations
3.15 Advertisements and signs
3.15.1 Not to place or display on the exterior of the
Buildings or on the windows or inside the Buildings
so as to be visible from the exterior of the
Buildings any name writing notice sign illuminated
sign display of lights placard poster sticker or
advertisement other than:
3.15.1.1 a suitable sign of a size and kind first
approved by the Landlord or the Landlord's
Surveyor showing the Tenant's name and
trade such approval not to be unreasonably
withheld or delayed
3.15.1.2 such other notices as the Landlord may in
its reasonable discretion approve; and
3.15.1.3 the name of the Tenant sign written on the
entrance doors of the premises in a style
and manner approved by the Landlord or the
Landlord's Surveyor such approval not to
be unreasonably withheld or delayed
3.15.2 If any name writing notice sign placard poster
sticker of advertisement shall be placed or displayed
in breach of these provisions to permit the Landlord
to enter the Buildings and using reasonable care to
remove such name writing notice sign placard poster
sticker or advertisement and to pay to the Landlord
on demand the reasonable expenses properly incurred
of so doing.
3.16 Loading and deliveries
3.16.1 At all times to keep the interior of the Buildings
where it is visible from the exterior of the Demised
Premises neatly laid out and furnished and to keep
any display windows or any showcases of the Buildings
clean and tidy;
18
63
3.16.2 Not to load or unload vehicles except in the areas
within the Demised Premises specially designated for
such purpose and also for such purpose to comply with
any reasonable additional Regulations of the Landlord
and the requirements (if any) of the local highway
authority
3.17 Hours of user
3.17.1 The Tenant may use the premises during such hours and
on such days as it thinks fit save that the Landlord
acting reasonably shall be entitled to object to such
user in circumstances where there are security risks
in relation to the Demised Premises or any other unit
providing always that the Landlord hereby
acknowledges that the Demised Premises are let to the
Tenant as an independent self contained unit
3.18 Compliance with statutes etc
3.18.1 Except where such liability may be expressly within
the Landlord's covenants contained in this Lease to
comply in all material respects with the provisions
of all statutes and instruments pursuant to them for
the time being in force and requirements of any
competent authority relating to the Demised Premises
or anything done in or upon them by the Tenant and to
indemnify the Landlord against all actions
proceedings claims or demands which may be brought or
made by reason of such statutes or requirements or
any default in compliance with them.
3.18.2 In particular but without prejudice to the generality
of clause 3.18.1:
3.18.2.1 to execute all works and do all things on
or in respect of the Demised Premises
which are required under the Offices Shops
and Railway Premises Xxx 0000;
3.18.2.2 to comply with all requirements under any
present or future Act of Parliament order
bye-law or regulation as to the use or
occupation of or otherwise concerning the
Demised Premises;
19
64
3.18.2.3 to execute with all due diligence
(commencing work within two months or
sooner if necessary and then proceeding
continuously) all works to the Demised
Premises for which the Tenant is liable in
accordance with this clause 3.18 and of
which the Landlord has given written
notice to the Tenant; and
3.18.2.4 if the Tenant shall not comply with clause
3.18.2.3 to permit the Landlord to enter
the Demised Premises to carry out such
works and to pay to the Landlord on demand
the reasonable expenses properly incurred
of so doing (including surveyors' and
other professional advisers' fees)
together with Interest from the date of
expenditure until payment by the Tenant to
the Landlord (such monies to be
recoverable as if they were rent in
arrear).
3.19 Planning permissions
3.19.1 Not without the consent in writing (such consent not
to be unreasonably withheld or delayed) of the
Landlord to make any application under the Town and
Country Planning Acts 1971-1991 to any local planning
authority for permission to change the use of the
Demised Premises.
3.19.2 To indemnify the Landlord against any development
charges other charges and expenses payable in respect
of such applications and to reimburse to the Landlord
the reasonable costs it may properly incur in
connection with such consent.
3.19.3 To pay to the Landlord on demand any sum or sums
which may become payable in consequence of the use of
the Demised Premises reverting to that existing prior
to such application being made.
3.19.4 Forthwith to give to the Landlord full particulars in
writing of the grant of planning permission.
3.19.5 Not to implement any planning permission if the
Landlord shall make reasonable objection to any of
the conditions subject to which it has been granted
where such conditions shall materially affect the
Landlord's interest in
20
65
the size
3.20 Compliance with town planning requirements
3.20.1 To perform and observe all the provisions and requirements of
all statutes and regulations relating to town and country
planning in relation to the Demised Premises and to obtain
any development or other consent which may be requisite by
reason of the development of or on the Demised Premises by
the Tenant.
3.20.2 To indemnify the Landlord from and against any loss or
expense suffered by the Landlord by reason of the Tenant's
failure to obtain any necessary development or other consents
as aforesaid.
3.20.3 To give full particulars to the Landlord of any notice or
proposal for a notice or order or proposal for an order made
given or issued to the Tenant under or by virtue of any
statute or regulation relating to town and country planning
or otherwise within seven days of the receipt of any such by
the Tenant and if so required by the Landlord to produce such
notice or proposal for a notice or order to the Landlord.
3.20.4 Forthwith to take all reasonable and necessary steps to
comply with any such notice or order.
3.20.5 At the request and cost of the Landlord to make or join with
the Landlord in making such objections or representations
against or in respect of any proposal for such a notice or
order as the Landlord may reasonably deem expedient.
3.21 Claims made by third parties
To indemnify the Landlord against any claims proceedings or demands and the
costs and expenses so incurred which may be brought against the Landlord by any
employees workpeople agents or visitors of the Tenant in respect of any accident
loss or damage whatsoever to person or property howsoever caused or occurring in
or upon the Demised Premises save in the case of any action or default by the
Landlord or its servants or agents.
21
66
3.22 Expenses of the landlord
To pay all expenses (including solicitors' costs surveyors' fees and bailiff's
fees) properly and reasonably incurred by the Landlord:
3.22.1 incidental to the preparation and service of a Schedule of
Dilapidations and/or a notice under sections 146 and 147 of the
Law of Property Xxx 0000 (notwithstanding that forfeiture is
avoided otherwise than by relief granted by the Court); and
3.22.2 in connection with every application for any consent or approval
made under this Lease whether or not such consent or approval
shall be granted or given.
3.23 Obstruction of windows or lights
3.23.1 Not to stop up darken or obstruct any windows or lights
belonging to the Demised Premises or any other buildings
belonging to the Landlord on the Site nor permit any new window
light opening doorway path passage drain or other restriction
encroachment or easement to be made.
3.23.2 Not to permit any easement to be made or acquired into against
or upon the Demised Premises.
3.23.3 Where any such window light opening doorway path passage drain
or other restriction encroachment or easement shall be made or
attempted to be made or acquired forthwith to give notice of the
circumstances to the Landlord and at the request and cost of the
Landlord to adopt such course as may be reasonably required or
reasonably deemed proper by the Landlord for preventing any such
restriction encroachment or the acquisition of any such
easement.
3.24 Cleaning and insurance of windows
3.24.1 At all times to keep the glass in the windows of the Buildings
clean.
3.24.2 To keep the glass in the windows of the Buildings insured in a
sum equal to the full
22
67
replacement cost against damage in a reputable office
determined by the Landlord in the joint names of the
Landlord and the Tenant.
3.24.3 Whenever reasonably required to produce to the
Landlord the policy and the receipt for the last
premium in respect of such insurance.
3.24.4 In case of the destruction of or damage to any plate
glass windows to lay out the monies received in
respect of such insurance in replacement with glass
of the same quality and thickness as before and in
case such monies shall be insufficient for such
purpose to make good the deficiency out of the
Tenant's own monies.
3.25 Value added tax
3.25.1 To pay any value added tax lawfully imposed upon and
added to any fee charge cost or expense in respect of
goods and services supplied by or on behalf of the
Landlord in connection with this Lease upon receipt
of an appropriate Valued Added Tax invoice.
3.25.2 To indemnify the Landlord to the extent that input
(value added) tax for which the Landlord is liable to
third parties in respect of goods and services
supplied to the Landlord in connection with this
Lease is not recoverable by the Landlord by credit
against output (value added) tax or repayment to the
Landlord by the Commissioners of Customs and Excise.
3.26 Notices 'to let' and 'for sale'
To allow the Landlord or its agents to enter on the Demised Premises at any time
upon giving the Tenant reasonable notice in writing
3.26.1 within six months next before the expiration or
earlier determination of the Term to fix upon the
Buildings a notice board for reletting the Demised
Premises but not by so doing obscure the Tenant's own
existing signs and name plates
3.26.2 to fix on some part of the Buildings a notice board
for the sale of the interest of the Landlord but the
proviso in clause 3.26.1
23
68
above shall equally apply
3.26.3 not to remove or obscure any such notice board; and
3.26.4 to permit all persons authorised by the Landlord or
its agents to view the Demised Premises at reasonable
hours without interruption in connection with any
such letting or sale.
3.27 Superior Lease covenants
3.27.1 To observe and perform the obligations and
liabilities in so far as the same shall relate to or
affect the Demised Premises referred to in the
Superior Lease including any obligations to register
this Lease with the Superior Landlord except the
obligation thereunder to pay rent and other outgoings
and to indemnify and keep indemnified the Landlord
against any liability whatsoever arising out of the
breach non-observance or non-performance of such
obligations and liabilities save where the same would
amount to a derogation from the grant herein
contained.
3.27.2 Not to do any act matter or thing which would
constitute a breach non-observance or non-performance
of the covenants on the part of the tenant and the
conditions contained in the Superior Lease.
3.27.3 The Landlord acknowledges the right of the Tenant to
production of the Superior Lease (or a certified copy
of the Superior Lease).
4 Provisos
THE PARTIES AGREE to the following provisos:
4.1 Proviso for re-entry
4.1.1 If
4.1.1.1 any or any part of the rents reserved by
this Lease shall be unpaid for twenty one
days after any of the days when they become
due for payment (whether or not they shall
have been lawfully demanded); or
24
69
4.1.1.2 the Tenant shall at any time fail or
neglect to perform or observe any of the
covenants conditions or agreements
contained in this Lease to be performed
or observed by the Tenant or shall allow
any distress or execution to be levied on
the Tenant's goods; or
4.1.1.3 an event of insolvency shall occur in
relation to the Tenant or any guarantor of
the Tenant then and in any such case it
shall be lawful for the Landlord or any
person or persons duly authorised by the
Landlord for that purpose to re-enter the
Demised Premises or any part of them in
the name of the whole and peaceably to
repossess and enjoy the Demised Premises
as if this Lease had not been made.
4.1.2 Re-entry in exercise of the rights contained in
clause 4.1.1 shall be without prejudice to any right
of action or remedy of the Landlord or the Tenant in
respect of any antecedent breach of any of the
covenants contained in this Lease.
4.1.3 The expression 'an event of insolvency' in clause
4.1.1.3 includes (in relation to a company or other
corporation which is the Tenant or one of the Tenants
or a guarantor) entry into liquidation either
compulsory or voluntary (except for the purpose of
amalgamation or reconstruction), the passing of a
resolution for a creditor's winding up, the making of
a proposal to the company and its creditors for a
composition in satisfaction of its debts or a scheme
of arrangement of its affairs and the appointment of
a receiver or an administrative receiver, and (in
relation to an individual who is the Tenant or a
guarantor) having no reasonable prospect of being
able to pay his debts, the presentation of a
bankruptcy petition, the making of a proposal to his
creditors for a composition in satisfaction of his
debts or a scheme of an arrangement of his affairs
and the appointment of a receiver or interim
receiver, and in relation to the various events of
insolvency they shall wherever appropriate be
interpreted in accordance and conjunction with the
relevant provisions of the Insolvency Xxx 0000.
4.2 Rent abatement in case of damage by insured risks
4.2.1 If the whole or any part of the Demised Premises
shall at any time be destroyed or damaged by any
25
70
of the Insured Risks so as to render the Demised
Premises unfit for occupation and use and the
policy or policies of insurance shall not have been
vitiated or payment of the policy monies withheld in
whole or in part in consequence of some act or
default of the Tenant his employees or agents then
the rents reserved by this Lease or a fair
proportion of them according to the nature and
extent of the damage sustained shall cease and be
suspended until the Demised Premises shall be
rendered fit for occupation and use again
4.2.2 Any dispute as to the amount or extent of such
cesser of rent shall be referred to the award of a
single arbitrator if the Landlord and the Tenant can
agree upon one and otherwise to an arbitrator
appointed at the request of either of them by the
President for the time being of the Royal
Institution of Chartered Surveyors and in either
case in accordance with the provisions of the
Arbitration Acts 1950-1979.
4.3 Power for landlord to deal with the Retained Land
4.3.1 The Landlord may deal as it may think fit with the
Retained Land and erect or suffer to be erected on
such property any structures whatsoever whether or
not such structures shall affect or diminish the
light or air which may now or at any time be enjoyed
by the Tenant in respect of the Demised Premises but
not so as to materially interrupt or disturb the
Tenant's lawful use of the Demised Premises
4.4 Arbitration of disputes between tenants
If any dispute or disagreement shall at any time arise between the Tenant and
any other tenants and occupiers of the Retained Land relating to the Conducting
Media serving the Demised Premises or any easements or privileges whatsoever
affecting or relating to the Demised Premises or any other part of the Site the
dispute or disagreement shall from time to time be settled and determined by
the Landlord to which determination the Tenant shall from time to time submit.
4.5 Compensation for disturbance
Except to the extent that any statutory provision prohibits the Tenant's right
to compensation being reduced or excluded by agreement the Tenant shall not be
entitled on quitting the Demised Premises to claim from the Landlord any
compensation under the Landlord and Xxxxxx Xxx 0000.
26
71
4.6 Removal of property after determination of term
4.6.1 If at such time as the Tenant has vacated the Demised Premises
after the determination of this Lease any property of the Tenant
shall remain in or on the Demised Premises and the Tenant shall
fail to remove the same within 28 days after being requested by
the Landlord so to do by a notice to that effect then the
Landlord may as the agent of the Tenant sell such property and
shall then hold the proceeds of sale after deducting the
reasonable costs and expenses of removal storage and sale
properly incurred by it to the order of the Tenant.
4.7 Notices consents and approvals
4.7.1 Any notice served under or in connection with this Lease shall be
in writing and be properly served if compliance is made with the
provisions of section 196 of the Law of Property Act 1925 (as
amended by the Recorded Delivery Service Act 1962).
4.7.2 Any consent or approval under this Lease shall be required to be
obtained before the act or event to which it applies is carried
out or done and shall be effective only when the consent or
approval is given in writing.
4.8 Superior landlord
4.8.1 The powers rights matters and discretions granted and reserved to
the Landlord under this Lease shall also be granted and reserved
to or exercisable by any Superior Landlord its servants agents or
workmen to the extent required under the Superior Lease.
4.8.2 If the Tenant shall do or propose to do any matter or thing for
which the consent of the Superior Landlord shall be required the
Tenant shall bear and indemnify the Landlord against the
reasonable and proper cost of obtaining such consent together
with all incidental surveyors' professional or other fees and
disbursements.
27
72
4.8.3 The Landlord shall be entitled to withhold the
Landlord's consent in any matter where the Superior
Landlord's consent is required and the Landlord is
unable after having made all reasonable endeavours to
obtain it.
4.9 Value Added Tax
4.9.1 Any monies (including rents) payable under this Lease
shall be exclusive of value added tax which (if any)
shall be payable in addition
5 Landlord's covenants
THE LANDLORD COVENANTS with the Tenant as follows:
5.1 Quiet enjoyment
That the Tenant paying rents and performing the Tenant's covenants reserved by
and contained in this Lease may lawfully and peaceably enjoy the Demised
Premises throughout the Term without any lawful suit eviction or interruption by
the Landlord or by any person lawfully claiming through under or in trust for
the Landlord.
5.2 Insurance
5.2.1 To keep insured at all times throughout the Term in
such a sum as shall represent the full reinstatement
value of the Demised Premises and all fixtures of an
insurable nature (other than those which the Tenant
is entitled to remove) against loss or damage by the
Insured Risks together with Architects' Surveyors'
and other requisite professional advisers' fees in
relation to the reinstatement of the Demised Premises
and three years' loss of rent in respect of the
Demised Premises.
5.2.2 Whenever the whole or any part of the Demised
Premises shall in consequence of the occurrence of
any of the Insured Risks be destroyed or damaged so
as to render the whole or part of the Demised
Premises unfit for occupation or use then with all
due diligence to apply the monies received for that
purpose by virtue of the policy of insurance effected
in accordance with clause 5.2.1 above (or
28
73
to require the monies to be laid out) towards the
rebuilding repairing and reinstating the Demised
Premises with all convenient speed.
5.2.3 The Landlord's obligation under this clause 5.2 shall
cease if and to the extent that the insurance shall
be vitiated or the policy monies withheld by any act
or default of the Tenant.
5.3 Common Parts
5.3.1 To maintain and keep in good repair the Common Parts
and to use all reasonable endeavours to provide the
Services provided always that the Landlord will have
no liability to the Tenant
5.3.1.1. for any failure to provide any Service
during any period when the Tenant is in
arrears with payment of any sums due under
clauses 3.1 and 3.3 or any other monies
due from the Tenant to the Landlord under
this Lease
5.3.1.2. for the interruption of any Service for
reason of inspection maintenance repair or
other works provided these are carried out
with due diligence and in accordance with
good estate management
5.3.1.3. for the failure to provide any Service for
reasons outside the control of the
Landlord
5.3.1.4. for the withdrawal of any Service if the
Landlord reasonably considers it is no
longer appropriate
5.4. The Demised Landscaping Area
5.4.1. To maintain and keep in good repair the Demised
Landscaping Area and to renew and replace as and when
necessary all containers plants shrubs and trees on
the Demised Landscaping Area
5.5. Superior Lease obligations
5.5.1. The Landlord shall pay the rent reserved by and
observe and perform the covenants on the
29
74
part of the tenant and the conditions contained in
the Superior Lease except in so far as the covenants
fall to be observed and performed by the Tenant by
reason of the obligations on the part of the Tenant
contained in this Lease.
5.6 Enforce covenants
5.6.1 Upon reasonable written request and receipt of a
suitable indemnity from the Tenant (or the deposit
of adequate security) to use all reasonable
endeavours to enforce against the tenants of other
Units a covenant entered into by such Tenant a
breach of which will cause a nuisance to the Tenant
or otherwise materially interfere with the Tenant's
business
6 Rent review
6.1 The review dates
The yearly rent payable under this Lease shall be reviewed on the expiration of
each consecutive period of five years of the Term (referred to in this clause 6
as 'the review date' and 'the relevant review date' shall be construed
accordingly) and as and from each review date the reviewed rent (agreed or
determined in accordance with the following provisions of this clause) shall
become payable in all respects as if it were the yearly rent reserved by this
Lease.
6.2 Upward only rent reviews
The reviewed rent shall be the greater of:
6.2.1 the yearly rent payable under this Lease immediately
preceding the relevant review date; and
6.2.2 the market rent of the Demised Premises at the
relevant review date.
6.3 The market rent
The expression 'the market rent' shall for the purposes of this Lease mean the
yearly rental value of the Demised Premises having regard to best rental values
reasonably
30
75
obtainable as between a willing landlord and a willing tenant for comparable
property at the relevant review date let without a premium for a term of either
10 years or the residue of the Term at the relevant review date whichever shall
be the greater and subject to the provisions to the same effect as those
contained in this Lease (other than the amount of rent but including these
provisions for rent review) but upon the assumption (if not the fact) that at
the relevant review date:
6.3.1 the Demised Premises are available to be let with
vacant possession
6.3.2 the Demised Premises are fit and ready for immediate
occupation and use;
6.3.3 no work has been carried out to the Demised Premises
by the Tenant or any predecessor-in-title of the
Tenant which has diminished the market rent;
6.3.4 in case the Demised Premises have been destroyed or
damaged they have been fully reinstated
6.3.5 the Demised Premises are in a state of full repair
and the covenants of the Tenant have been fully
observed and performed;
6.3.6 the Demised Premises may be lawfully used for any
purpose which is within those classes referred to in
clause 3.13.1
6.4 Matters to be disregarded
In agreeing or determining the market rent the effect upon it of the following
matters shall be disregarded:
6.4.1 the occupation of the Demised Premises by the Tenant
or any predecessor-in-title of the Tenant;
6.4.2 any goodwill attached to the Demised Premises by
reason of the carrying on at the Demised Premises of
the business of the Tenant or predecessors-in-title
of the Tenant to that business;
6.4.3 any improvements to the Demised Premises made by the
Tenant with the consent of the Landlord other than
those:
6.4.3.1 made in pursuance of an obligation to the
Landlord (except obligations requiring
31
76
compliance with statutes or directions of local
authorities); or
6.4.3.2 completed by the Tenant and/or its
predecessors-in-title more than 21 years before the
relevant review date.
6.5 Procedure for determination of market rent
6.5.1 The Landlord and the Tenant shall endeavour to agree
the market rent at any time not being earlier than 12
months before the relevant review date but if they
shall not have agreed the market rent three months
before the relevant review date the amount of the
market rent shall be determined by reference to the
arbitration of an arbitrator nominated by the
President for the time being of the Royal Institution
of Chartered Surveyors on the application either of
the Landlord or of the Tenant and the costs of the
arbitration shall be in the award of the arbitrator
whose decision shall be final and binding on the
parties hereto.
6.5.2 The reference to and award of the arbitrator shall be
in accordance with the Arbitration Acts 1950-1979.
6.5.3 The arbitrator to be nominated shall be a chartered
surveyor having experience of leasehold valuation of
property being put to the same or similar use as the
Demised Premises and of property in the same region
in which the Demised Premises are situated.
6.6 Time limits
Time shall not be of the essence in agreeing or determining the reviewed rent
or in appointing an arbitrator.
6.7 Rental adjustments
If the market rent shall not have been agreed or determined in accordance with
the provisions of this clause before the relevant review date then until the
market rent shall have been so agreed or determined the Tenant shall continue
to pay on account rent at the rate of yearly rent payable immediately before
the relevant review date and when the market rent shall have been agreed or
determined the Tenant shall forthwith pay
32
77
to the Landlord all arrears of the reviewed rent which shall have accrued
together with interest calculated as being 3% per cent below the rate of
Interest specified herein upon the arrears in respect of the period commencing
on the relevant review date and ending with the payment of the arrears by the
Tenant to the Landlord.
6.8 Memorandum of rent review
The parties shall cause a memorandum of the reviewed rent duly signed by the
Landlord and the Tenant to be endorsed on or securely annexed to this Lease and
the counterpart of this Lease as appropriate.
7. Guarantee Provisions
7.1 The Surety guarantees to the Landlord that the Tenant will pay the
rents reserved by and perform and observe all the covenants and stipulations on
the Tenant's part contained in this Lease throughout the Term
7.2 The Surety shall not be released from liability under these
provisions by reason of any forbearance the granting of time or any other
indulgence on the part of the Landlord (including but without prejudice to the
generality of the foregoing) any granting or extension of time under or varying
the procedure set out in clause 6.5
7.3 If a liquidator or trustee in bankruptcy of the Tenant shall disclaim
this Lease the Surety will if the Landlord shall by notice within three months
after such disclaimer so require take from the Landlord a Lease of the Demised
Premises for a term commensurate with the residue of the Term which would have
remained had there been no disclaimer at the same rents and subject to the same
covenants and conditions as are reserved by and contained in this Lease (with
the exception of this clause) such Lease to take effect from the date of the
disclaimer and in such case the Surety shall pay the costs of such new Lease
and execute and deliver to the Landlord a counterpart of the new Lease
8 Legal fees
The Tenant shall forthwith pay the Landlord's Solicitors charges properly
incurred for the preparation of this Lease together with the stamp duty on the
counterpart thereof up to a maximum sum of L.900, plus Value Added Tax.
33
78
9. Tenant's rights to terminate
9.1 Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_______________) serve a notice upon the Landlord to terminate the Term on
(_______________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(_______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.1.
9.2 Subject to clauses 9.3 and 9.4 the Tenant may at any time before
(_______________) serve a notice upon the Landlord to terminate the Term on
(_______________) and if it does so and if the Tenant observes the obligation
in clause 9.3 and completion of any obligation imposed by the Landlord under
clause 9.4 up to (_______________) the Term will end at 12:00 noon on
(_______________) (rent being paid for all that day) but the termination will
not affect any claim that the Landlord may have for breaches by the Tenant of
the provisions of this Lease. The parties agree that time shall be of the
essence in relation to the provisions of this clause 9.2.
9.3 The Tenant shall only be entitled to terminate this Lease under
the provisions of clause 9.1 or 9.2 if on or before the relevant termination
date it shall have paid to the Landlord by way of cleared funds a sum
equivalent to one quarter's rent then prevailing under this Lease plus Value
Added Tax thereon and for the avoidance of doubt such payment shall be in
addition to any other payments due under this Lease.
9.4 In the event that the Tenant exercises its right to terminate
this Lease under the provisions either of clause 9.1 or clause 9.2 and if the
Landlord so requires the Tenant shall rebuild at the Tenant's own expense a
dividing wall between the Buildings and the neighbouring Unit E2 to the
Landlord's reasonable specification and to the reasonable satisfaction of the
Landlord.
34
79
SCHEDULE 1
Matters in respect of which the Tenant is to have the benefit (subject always
to compliance with the Regulations)
1. The right in common with the Landlord and all others similarly entitled to
pass and xxxxxx at all times and for all purposes connected with the use
and enjoyment of the Demised Premises with or without vehicles over the
estate roads and accessways within the Common Parts provided always that
the relevant accessways shall be used only for the purpose of obtaining
access to and agrees from the Car Parking Spaces and the Demised Premises
2. The right in common with the Landlord and all others similarly entitled to
pass and xxxxxx at all times and for all purposes connected with the use
and enjoyment of the Demised Premises on foot only along the pavements
forming part of the Common Parts
3. The right of free passage of water steam soil air gas electricity and
telephone communications from and to any part of the Demised Premises
through the Conducting Media commonly used for those purposes which are now
or may in the future during the period of 80 years after the date of this
Lease be in upon or under the Retained Land
4. With the consent of the Landlord the right to enter the Retained Land with
or without agents workmen and others and with or without necessary
appliances and materials at all times for the purposes of maintaining
repairing and cleansing the Demised Premises causing as little damage and
disturbance as possible and making compensation to any owner or occupier of
any Adjoining Property for all damage that is done
5. Those matters referred to in the Superior Lease in so far as they relate to
or in any way affect the Demised Premises
6. The right of support from the adjacent premises E2
SCHEDULE 2
Exceptions and Reservations in favour of the Landlord.
35
80
1. The right of free passage of water steam soil air gas electricity and
telephone communications from and to the Retained Land through the
Conducting Media commonly used for those purposes which are now or may
in the future during the period of 80 years after the date of this
Lease be in upon or under the Demised Premises.
2. With the consent of the Tenant (not to be unreasonably withheld) the
right to enter the Demised Premises with or without agents workmen and
others and with or without necessary appliances and materials at
reasonable times for the purposes of connecting into the Conducting
Media and the services referred to in paragraph 1 of this schedule and
also for the purposes of repairing maintaining testing cleansing and
if necessary renewing such services causing as little damage and
disturbance as possible to the Tenant and making compensation for all
damage that is done.
3. The right of the Landlord its workmen or agents at all reasonable
times to enter upon such part of the Demised Premises as shall enable
it to perform its obligations under clause 5.4. in relation to the
Demised Landscaping Area.
SCHEDULE 3
The Services
In this Schedule the Services are those services appropriate to the management
and maintenance of the Common Parts in accordance with the highest standards of
estate management including but not limited to the following:
1. Lighting (including if appropriate improvement replacement and renewal
thereof), cleaning, draining, repairing and maintaining in good
condition free from rubbish and litter and from time to time
resurfacing reconstructing renewing or rebuilding all estate roads,
accessways, footpaths, walkways, paved areas, lawns and trees and
landscaped areas.
2. Cleaning, repairing and maintaining in good working condition and from
time to time renewing the Conducting Media.
3. Paying any outgoings properly payable by the Landlord in respect of the
Common Parts including general and water rates charges and assessments
for electricity and gas telephone and public or statutory utilities
payable in respect of the Common Parts and also including any
36
81
outgoings (including rent) payable in respect of the Landlord's site
office and any accommodation provided by the Landlord for its staff
4. Providing and renewing (if and to the extent that the Landlord
reasonably considers it appropriate) security fire fighting and
prevention apparatus for the better use and enjoyment of the Common
Parts and its facilities
5. Retaining (to the extent that the Landlord acting reasonably considers
it appropriate) managing agents and professional advisers
6. Employing staff if the same shall be reasonably necessary in connection
with the proper performance of the Landlord's obligations under this
Lease and the provision of the Services and all other incidental
expenditure in relation to such employment including but without
prejudice to the generality of the foregoing the payment of the
statutory and other insurance health pension welfare and other payments
contributions and premiums that the Landlord may in its absolute
discretion deem desirable or necessary and the reasonable cost of the
provision of uniforms working clothes tools appliances cleaning and
other material and equipment for the proper performance of their duties
7. Where reasonably necessary providing and maintaining accommodation for
such staff employed full time or part time in connection with the
Services as the Landlord may from time to time at its discretion
determine
8. Paying proper fees charges expenses and commissions payable to any
solicitor accountant surveyor valuer architect engineer quantity
surveyor and managing agent which the Landlord may from time to time
employ in connection with the management and administration (including
rent collection) repair and maintenance of the Common Parts
9. Regulating and controlling the movement of vehicles upon the Common
Parts
10. Complying with any statutory requirements relating to the Common Parts
not the responsibility of the Tenant
11. Providing such other things in the nature of the Services as shall be
reasonable and for the benefit of the Tenant and the other occupiers of
the Site and as the Landlord shall reasonably consider necessary or
desirable to maintain the standard of the Common Parts
12. Paying VAT on the cost of any of the Services provided (but giving due
credit for recoverable VAT as herein provided)
37
82
13. Maintaining appropriate insurance in respect of the Landlord's
employers third party occupiers and public liability in connection with
the Common Parts
14. Modernising maintaining renewing or replacing plant and machinery (if
any) when reasonably necessary in the Common Parts
15. Providing (if the Landlord deems it necessary) security for the Site
and traffic patrols
16. Providing maintaining and renewing plants shrubs trees and flowers in
the Common Parts
17. Employing landscape gardeners (if the Landlord deems it appropriate) to
maintain all landscaping areas within the Common Parts
18. Maintaining repairing and renewing all fences and boundaries on the
Site
SCHEDULE 4
The Service Charge
1. The Service Charge in respect of which the Tenant is to contribute
under clause 3.3.2 (subject to the proviso hereinafter contained) means
the aggregate of the following costs:
1.1. all rates taxes charges assessments and outgoings properly
payable in respect of all or any part of the Common Parts or
in respect of the Site as a whole (as distinct from any one or
more unit)
1.2. the reasonable and proper cost of employing or arranging for
the employment of staff to provide the Services such cost to
include all incidental expenditure such as (without prejudice
to the generality of the foregoing) that relating to insurance
pension and welfare contributions the provision of clothing
the provision of tools and equipment the provision of
accommodation (and where such accommodation is provided on the
Site a notional rent therefor not exceeding such figure as the
Landlord is from time to time advised by a duly qualified
surveyor represents its open market rent)
1.3. The proper cost of providing maintaining and renewing such
equipment materials and supplies as are from time to time
required in order to provide
38
83
the Services
1.4 The cost of all maintenance contracts properly entered into in
relation to the provision of the Services
1.5 The reasonable cost to the Landlord of complying with or contesting
the requirements or proposals of any Authority in so far as they
relate to the Site (as distinct from any particular Unit or Units)
1.6 The proper fees of managing agents retained by the Landlord in
relation to the management of the Site the provision of he Services
and the collection of the Service Charge due from tenants and
occupiers of the Site (or where any such task is carried out by the
Landlord a reasonable charge for the Landlord in relation thereto)
1.7 The proper cost of preparing and auditing Service Charge accounts
(whether carried out by the Landlord or by the Landlord's agents or
accountants)
1.8 The proper cost of obtaining such professional advice as may from
time to time be required in relation to the management of the Common
Parts and the provision of Services
1.9 VAT (or other tax) where chargeable on any part of the Service Charge
to the extent that it cannot be recovered by the Landlord
1.10. All other proper costs charges expenses and outgoings incurred or
incidental to the provision of the Services
1.11. Such provision for anticipated future expenditure in relation to the
Services as may in the Landlord's reasonable opinion be appropriate
PROVIDED THAT the cost of any remedial works necessary at the Site in
relation to defective service water drainage and damage caused by
sub-terranean streams and in connection with any methane gas escape or
buildup will not be recoverable from the Tenant under the provisions of
this Schedule or otherwise.
2. Payment of the Service Charge
For the purpose of this clause the following words and expressions shall
where the context so admits be deemed to have the following meanings
39
84
"Account Date" means the 30th June in each year or such other date in each
year as the Landlord may reasonably stipulate
"Account Period" means the period from and excluding one Account Date up to
and including the next Account Date
"Total Charge" means the total Service Charge for an Account Period
"Service Charge" means the due proportion of the Total Charge payable by
the Tenant under the provisions of clause 3.3.2 of this Lease
"Estimated Service Charge" means the payment on account of the Service
Charge
"Account Statement" means a statement certified by a duly qualified
surveyor or accountant (and in the absence of manifest error to be accepted
by the Tenant as conclusive) showing a) the Total Charge for the relevant
Account Period b) the Service Charge c) details of all Estimated Service
Charge received in respect of the relevant Account Period and d) any
balance of Service Charge due from the Tenant or refund due to the Tenant
3. The Tenant hereby covenants to pay to the Landlord by way of equal
instalments in advance on each quarter day during the Term and
proportionately for less than an Account Period (the first payment or
proportionate payment to be made on the date hereof) an Estimated Service
Charge of such sum as the Landlord may reasonably demand having regard to
the actual and anticipated Service Charge
4. As soon as practicable after an Account Date the Landlord shall submit to
the Tenant an Account Statement for the Account Period ending on that
Account Date and
4.1. if the Account Statement shows that a balance of Service Charge is
due from the Tenant the Tenant shall pay such balance to the Landlord
within 14 days of receipt of the Account Statement
4.2 if the Account Statement shows that a refund is due to the Tenant
such refund shall during the Term be set off against a future Service
Charge payment and following the determination of the Term be set off
against any other monies due from the Tenant to the Landlord and the
balance (if any) paid to the Tenant
40
85
DATED 1993
BAKMAT DEVELOPMENTS LIMITED
-to-
UNIFORM TUBES (EUROPE)
COUNTERPART LEASE
relating to Xxxx X0, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxx and associated
car parking spaces
Xxxxx, Maidment, Wilson,
0, Xxxxx Xxxxxx,
Xxxxxxxxxx X0 0XX
PG/LB
86
SCHEDULE 5
The Regulations
1. Such rules and regulations as the Landlord in its absolute discretion shall
deem appropriate for the purposes of governing and controlling traffic on
the estate roads and accessways within the Common Parts
2. No obstruction must be caused on or within any part of the Common Parts
3. Refuse is to be kept in containers specifically approved by the Landlord
and removed at regular intervals
4. Due precaution shall be taken to avoid water freezing in any of the
Conducting Media within the Demised Premises
5. Fire escape doors are not to be obstructed nor used except in cases of
emergency
6. The Demised Premises are to be secured against intrusion when not in use
Executed as a deed for and on
behalf of UNIFORM TUBES (EUROPE)
in the presence of:
Executed as a deed for and on
behalf of UTI CORPORATION in the
presence of:
/s/ XXXXXXXXX VERBOUG
-------------------------------
VP Finance
Xxxxxxxxx Verboug
Subscribed and affirmed
before me this 18th
day of July 1993,
/s/ XXXXXXXXX X. XXX
Pottstown, PA, USA
Notarial Seal
Xxxxxxxxx X. Xxx, Notary Public
Trappa Boro, Xxxxxxxxxx County
My Commission expires [ILLEGIBLE]
41
