AGREED FORM
DATED , 1999
[RELEVANT GLYNWED COMPANY - LEGAL OWNER] LIMITED
- and -
[RELEVANT GLYNWED COMPANY - BENEFICIAL OWNER] LIMITED
- and -
NIAGARA LASALLE (U.K). LIMITED
- and -
NIAGARA CORPORATION
L E A S E
of property known
as
[ ]
[GRAPHIC?OMITTED]
London
PY:296087.4
CONTENTS
CLAUSE PAGE
1. DEFINITIONS.......................................................1
2. INTERPRETATION....................................................3
3. LEASE.............................................................4
4. RENT..............................................................4
(1) Rent.....................................................4
(2) Rent payment dates.......................................5
5. TENANT'S COVENANTS................................................5
(1) Introduction.............................................5
(2) Rent.....................................................5
(3) Outgoings................................................5
(4) Repair...................................................6
(5) Redecoration.............................................6
(6) Party matters............................................7
(7) Entry by the Landlord....................................7
(8) Remedy breaches..........................................8
(9) Alterations..............................................8
(10) Signs....................................................8
(11) Use......................................................8
(12) Use obligations..........................................8
(13) Statutory requirements...................................9
(14) Notices.................................................10
(15) Planning Acts...........................................10
(16) Obstruction.............................................11
(17) Obstruction proceedings.................................11
(18) Acquisition of rights...................................12
(19) Costs...................................................12
(20) Indemnity...............................................12
(21) Notices for sale and re-letting.........................13
(22) Regulations.............................................14
(23) New guarantors..........................................14
(24) Freehold covenants......................................15
(25) Head Lease - [FOR EACH OF THE LONG
LEASEHOLD PROPERTIES ONLY...............................15
(25) Yield up................................................15
(26) Release of Landlord.....................................16
6. Landlord's Covenants.............................................16
(1) Introduction............................................16
(2) Quiet enjoyment.........................................16
7. ALIENATION.......................................................16
(1) Restrictions on alienation..............................16
(2) Assignment..............................................16
(3) Agreement as to circumstances...........................17
(4) Agreement as to conditions..............................17
(5) Further agreement.......................................18
(6) Underletting............................................18
(7) Covenants on underletting ..............................18
(8) Guarantee on underletting...............................19
(9) Form of underlease......................................19
(10) Underlease requirements ................................20
(11) Associated companies....................................20
(12) Charging................................................21
(13) Registration of dealings................................21
8. INSURANCE........................................................21
(1) Landlord's insurance obligations........................21
(2) Sum and risks insured...................................21
(3) Fees....................................................21
(4) Production of policy....................................22
(5) Reinstatement...........................................22
(6) Tenant's insurance obligations..........................22
(7) Vitiation...............................................23
(8) Increased premium.......................................23
(9) Irrecoverable reinstatement cost........................23
(10) Notice of damage........................................23
(11) Double insurance........................................23
(12) Relevant matters........................................24
(13) Fire authority requirements.............................24
(14) Cesser of rent..........................................24
(15) Prevention of reinstatement.............................25
(16) Completion of reinstatement.............................25
(17) Supervening event.......................................25
9. GUARANTOR'S COVENANT.............................................26
10. RE-ENTRY.........................................................26
11. VAT..............................................................27
12. GENERAL..........................................................28
(1) Interest and powers of recovery.........................28
(2) Interest on breach......................................28
(3) Disputes................................................28
(4) Compensation............................................28
(5) Joint and several liability.............................28
(6) Whole agreement.........................................29
(7) Representations.........................................29
(8) Rights of entry.........................................29
(9) Interpretation of covenants.............................29
(10) Tenant's possessions....................................29
(11) Other land..............................................30
(12) Head Lease and Charge - [FOR LEASES OF LONG LEASEHOLD
PROPERTIES ONLY]...............................30
(12) Charge - [FOR LEASES OF FREEHOLD PROPERTIES ONLY].......31
(13) Perpetuity period.......................................32
(14) Severance...............................................32
(15) Notices in writing......................................32
(16) Counterparts............................................32
13. RIGHT TO BREAK...................................................32
14. EXCLUSION AGREEMENT..............................................32
15. NOTICES..........................................................32
16. GOVERNING LAW AND JURISDICTION...................................33
SCHEDULES
1. The Property......................................................35
2. Rights granted to the Tenant......................................35
3. Rights reserved to the Landlord...................................35
4. Matters affecting the Property ...................................35
5. Guarantee provisions..............................................36
6. Authorised guarantee agreement....................................38
7. Schedule of Landlord's Fixtures and Fittings......................40
THIS LEASE is made on [ ], 1999
BETWEEN:
(1) [RELEVANT GLYNWED COMPANY - LEGAL OWNER] LIMITED (registered
number [ ]) whose registered office is at
[Headland House, New Coventry Road, Xxxxxxx, Birmingham]
(the "LANDLORD");
(2) [RELEVANT GLYNWED COMPANY - BENEFICIAL OWNER] LIMITED (registered
number [ ]) whose registered office is
at Headland House, New Coventry Road, Xxxxxxx, Birmingham
("GLYNWED"); and
(3) NIAGARA LASALLE (UK) LIMITED (registered number 3725308) whose
registered office is at 1st Floor, Bouverie House, 000 Xxxxx
Xxxxxx, Xxxxxx, XX0X 0XX (the "TENANT"); and
(4) NIAGARA CORPORATION a corporation organised and existing under the
laws of the State of Delaware, whose principal office is at 000
Xxxxxxx Xxxxxx, Xxx Xxxx 00000, XXX (the "Guarantor").
This Lease is a new tenancy for the purposes of section 1 of Landlord and
Tenant (Covenants) Act 1995.
WHEREAS Glynwed are a party to this Lease as beneficial owner of the Property;
THIS DEED WITNESSES as follows:
2. DEFINITIONS
In this Lease:
"ASSIGN" includes entering into any form of equitable assignment
of the Property, but does not include entering into a contract for
the assignment or transfer of the Property, and "assignment" shall
be similarly construed;
"BUSINESS DAY" means a day (other than a Saturday or Sunday) on
which banks are generally open in London for normal business;
"CLEARING BANK" means a bank which is a member of CHAPS Clearing
Company Limited;
"CONDUITS" includes those for sewage, water, gas, electricity,
telecommunications and data processing;
"DEFAULT INTEREST RATE" means three per centum per annum above the
Interest Rate;
"END OF THE TERM" includes the expiry of the Term by effluxion of
time or the determination of the Term by forfeiture, surrender,
merger, notice or in any other way;
"FIXTURES AND FITTINGS" means the fixtures and fittings listed in
Schedule 7;
"GUARANTOR" includes the person named in this Lease as guarantor,
if any, and any other person who is for the time being a guarantor
in respect of the Tenant's obligations under this Lease and his
personal representatives and successors;
["HEAD LEASE" means the Lease under which the Landlord is for the
time being entitled to the reversion in part of the Property
immediately expectant on the End of the Term and every lease
(whether immediate or otherwise) out of which that lease was
created, all deeds varying any of the leases and all deeds
supplemental to those leases and all licences and consents granted
under any of those leases or under any deed of variation; [TO BE
INSERTED FOR LONG LEASEHOLD PROPERTIES ONLY].]
"INSURED RISKS" means fire, lightning, explosion, earthquake,
aircraft and other aerial devices and articles dropped from them,
escape of oil, impact by vehicles or animals, riot, civil
commotion, strikes and labour disturbances, storm, flood, bursting
and overflowing of water tanks, apparatus or pipes and other risks
against which the Landlord reasonably decides from time to time to
insure to the extent to which the risks mentioned in this
definition are insurable with the Landlord's insurers but shall
include loss or damage by acts of terrorism if and only to the
extent that the Landlord has insured against acts of terrorism;
"INTEREST RATE" means the base rate for the time being of National
Westminster Bank PLC or of another Clearing Bank designated from
time to time by the Landlord;
"LANDLORD" includes the person for the time being entitled to the
reversion immediately expectant on the End of the Term;
"LEASE" means this lease, all deeds varying this lease and all
licences and consents granted under this lease or under any deed
of variation and all deeds supplemental to this lease;
"PLANNING ACTS" means the Town and Country Planning Act 1990, the
Planning (Listed Building and Conservation Areas) Act 1990, the
Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990 and the Planning and
Compensation Act 1991;
"PROPERTY" means the property described in Schedule 1 and every
part of it and all additions and alterations to it and includes
(without limitation):
(a) every part of all buildings and other structures now or
during the Term on the property including walls, roofs,
foundations, load-bearing parts, doors, windows and
Conduits;
(b) roadways, footpaths, service roads, service areas, car
parks, loading bays and landscaped and open areas;
(c) the Fixtures and Fittings;
(d) electrical and mechanical installations, plant, equipment
and machinery including (without limitation) lifts,
heating plant, air conditioning plant and ventilation
plant and radiators;
(e) sanitary equipment including washbasins;
(f) boundary walls and fences; and
(g) any plate glass.
"QUARTER DAYS" means 25th March, 24th June, 29th September and
25th December in every year;
"RENT" includes all sums reserved as rent by this Lease;
"SCHEDULE OF CONDITION" means the schedule of condition prepared
by DTZ Xxxxxxxx Xxxxxx [annexed to this Lease or to be prepared
pursuant to the terms of the property agreement (the "Property
Agreement") between Glynwed Property Management Limited, Glynwed
Properties Limited, Niagara LaSalle (U.K.) Limited, Niagara
Corporation and Glynwed International plc];
"TENANT" includes the Tenant's successors in title;
"TERM" means the term granted by this Lease as may be determined
in accordance with this Lease;
"TERM COMMENCEMENT DATE" means the date of commencement of the
Term specified in clause 3(1);
"VAT" means value added tax;
"VAT ACT 1994" means the Value Added Tax Act 1994;
"VAT GROUP" means two or more bodies corporate registered as a
group for VAT purposes under section 43 VAT Act 1994.
3. INTERPRETATION
(1) Where there are two or more persons included in the expressions
"the Landlord", "the Tenant" or "the Guarantor" each reference to
the Landlord, the Tenant or the Guarantor includes a separate
reference to each of those persons.
(2) Any reference, express or implied, to an enactment includes
references to:
(b) that enactment as amended, extended or applied by or
under any other enactment (before or after the execution
of this Lease);
(c) any enactment which that enactment re-enacts (with or
without modification);
(d) any subordinate legislation made (before or after the
execution of this Lease) under that enactment, as
amended, extended or applied as described in paragraph
(a) above or under any enactment referred to in paragraph
(b) above; and
(e) any consents, licences and permissions given (before or
after the execution of this Lease) under that enactment,
as amended, extended or applied as described in paragraph
(a) above or under any enactment referred to in paragraph
(b) above or under that subordinate legislation and any
conditions contained in those consents, licences and
permissions.
(f) Any reference, express or implied, to enactments
generally includes subordinate legislation and any
legislation of the European Union that is directly
applicable in the United Kingdom and includes existing
enactments and those that come into effect during the
Term.
(g) Sub-clauses (1) to (3) above apply unless the contrary
intention appears.
(h) The headings in this Lease do not affect its interpretation.
4. LEASE
(1) The Landlord and Glynwed lets the Property to the Tenant together
with the rights set out in Schedule 2 but except and reserving to
the Landlord the rights set out in Schedule 3 for the term of ten
years commencing on [ ] 1999 subject to all rights and covenants
affecting the Property including (without limitation) the matters
contained or referred to in Schedule 4 at a yearly rent
ascertained in accordance with clause 4.
(2) The rights granted to the Tenant are granted in common with the
Landlord, any person authorised by the Landlord and everyone else
having the like or similar rights.
(3) This Lease does not include any rights other than those set out in
Schedule 2.
(4) The rights excepted and reserved to the Landlord may be exercised
also by those authorised by the Landlord and by anyone else who is
or may become entitled to exercise them.
5. RENT
(1) RENT
The yearly rent shall be:
(b) until (but not including) the second anniversary of the
date of the Lease, a peppercorn (if demanded);
(c) from and including the second anniversary of the date of
the Lease until (but not including) the sixth anniversary
of the date of the Lease, the sum of(pound)[]; and
(d) from and including the sixth anniversary of the date of
the Lease until the expiration of the Term, the sum
of(pound)[].
(2) RENT PAYMENT DATES
The yearly rent is payable without any deduction, withholding or
set-off by equal quarterly payments in advance on the Quarter
Days.
5. TENANT'S COVENANTS
(1) INTRODUCTION
The Tenant covenants with the Landlord to comply with its
obligations set out in this clause and in clauses 7 and 8.
(2) RENT
The Tenant shall:
(e) pay the yearly rent to the Landlord at the times and in
the manner referred to in clause 4 without any deduction
and (if required by the Landlord) by banker's standing
order; and
(f) not exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable
set-off.
(3) OUTGOINGS
The Tenant shall:
(a) pay all present and future Outgoings assessed, charged or
imposed on, or payable in respect of the Property or
assessed, charged or imposed on, or payable by its owner
or occupier;
(b) pay the proportion properly attributable to the Property
of all Outgoings assessed, charged or imposed on or
payable in respect of the Property and other properties
or assessed, charged or imposed on or payable by the
owner or occupier of the Property and other properties;
(c) pay all charges for the supply to and consumption at the
Property of water, gas and electricity and all charges
for telecommunications (including equipment rents) and
observe and perform all regulations of the supply
authorities;
(d) where such charges as are referred to in paragraph (c)
are made in relation to the Property and other properties
or upon the owner or occupier of the Property and other
properties, pay the suppliers and indemnify the Landlord
against the proportion of those charges properly
attributable to the Property or its owner or occupier;
and
(e) if, during the first six years of the Term, the Landlord
loses rating relief because it has been allowed to the
Tenant or any person deriving title under the Tenant
during the Term, make good that loss to the Landlord.
In this sub-clause "OUTGOINGS" means rates, taxes, duties,
charges, assessments, impositions and outgoings whether
parliamentary, parochial, local or of any other description and
whether of the nature of capital or revenue and even though of a
wholly novel character save any arising out of the receipt of the
rent or any dealing with the reversionary interest and the
proportion referred to in paragraphs (b) and (d) shall be
determined by the Landlord acting properly and reasonably and
shall be conclusive save, in the case of manifest error or as to
questions of law.
(4) REPAIR
The Tenant shall:
(a) keep the Property in repair but shall not be obliged to
put or keep the Property in any better condition than it
is at present as evidenced by the Schedule of Condition
or repair damage caused by an Insured Risk save where:
(i) the damage is not insured because of an
exclusion, limitation or excess imposed by the
insurers; or
(ii) the insurance monies are irrecoverable because
of the act, default or omission of the Tenant,
any person deriving title under the Tenant or
anyone at the Property with the express or
implied authority of any of them save for any
acts or defaults of the Landlord or its agents
and workmen;
(b) where beyond economic repair, replace all the Landlord's
Fixtures and Fittings in the Property which become beyond
repair during the Term with those of no lesser quality;
(c) keep all windows and other glass in the Property (both
inside and outside) clean cleaning as frequently as is
appropriate to a property of this nature;
(d) keep any open area within the Property adequately
surfaced (where appropriate), in good condition and,
where landscaped, properly cultivated and free from
weeds;
(e) ensure that electrical circuits within the Property
comply with the then current regulations of the Institute
of Electrical Engineers or other amended standards or
recommended current codes of practice;
(f) notify the Landlord of all defects in the Property which
are relevant defects for the purpose of section 4 of the
Defective Premises Act 1972 save any identified in the
Schedule of Condition.
(5) REDECORATION
The Tenant shall redecorate the exterior of the Property in every
third year and in the last year of the Term but not more
frequently than once in any year and in the case of the interior
of the Property shall carry out such redecoration as is necessary
from time to time so as to ensure that there is no deterioration
in the state and condition of the Property as evidenced by the
Schedule of Condition and, in the case of decorations carried out
in the last year of the Term in colours first approved by the
Landlord such approval not to be unreasonably withheld or delayed,
save that nothing in this clause shall oblige the Tenant to
redecorate the Property to any better standard than it is at
present, as evidenced by the Schedule of Condition. The Tenant
shall also have all parts of the Property requiring treatment for
their preservation and protection treated in accordance with the
normal methods for preserving and protecting them. All works under
this sub-clause shall be carried out in a good and workmanlike
manner and with suitable, good quality materials.
In this sub-clause the "LAST YEAR OF THE TERM" means the period of
12 months ending at the End of the Term.
(6) PARTY MATTERS
The Tenant shall pay a fair proportion of all costs and expenses
payable in respect of repairing, lighting, cleansing and
maintaining anything used in common by the Property and any other
property save that where any such items are included in the
Schedule of Condition the Tenant shall not be liable to make any
such contribution to the extent that the contribution puts such
items in any better state of repair and condition than that
evidenced by the Schedule of Condition. The proportion shall
be determined by the Landlord acting properly and reasonably and
shall be conclusive save in the case of manifest error or as to
questions of law.
(7) ENTRY BY THE LANDLORD
The Tenant shall:
(a) permit the Landlord to enter the Property to examine its
condition and take inventories of Landlord's Fixtures and
Fittings (if any);
(b) permit the Landlord to enter the Property to exercise any
of the rights reserved to the Landlord by this Lease
subject to the Landlord;
(i) making good to the Tenant all damage to the
Property to the reasonable satisfaction of the
Tenant but not being obliged to compensate the
Tenant for any loss arising from interference
with the Tenant's business suffered by the
Tenant; and
(ii) causing as little disturbance to the Tenant as
reasonably possible.
(c) permit the Landlord to enter the Property and inspect and
measure the Property for all purposes connected with
insurance of the Property.
(d) furnish all information relevant for those purposes as
the Landlord or anyone having a right of entry under this
sub-clause may reasonably request.
Except in case of emergency the Landlord shall give the Tenant
reasonable prior notice before exercising the right of entry.
After notice or in case of emergency the Landlord may break into
the Property.
(8) REMEDY BREACHES
The Tenant shall remedy all breaches of covenant notified by the
Landlord to the Tenant which the Tenant is liable to remedy under
this Lease as soon as possible and in any event within two months
after service of the notice. If the Tenant fails to do so, the
Landlord may enter the Property and remedy the breach. All proper
costs and expenses incurred by the Landlord shall be paid by the
Tenant on demand.
(9) ALTERATIONS
The Tenant shall:
(a) not make any external or structural alteration or
addition to the Property nor make any non-structural
alteration to the Property without the prior consent of
the Landlord which shall not be unreasonably withheld or
delayed; and
(b) before the End of the Term, unless released by the
Landlord in writing but not otherwise, remove any
alteration or addition and make good all damage caused by
the removal.
(10) SIGNS
The Tenant shall:
(a) not display on the Property any signs visible from
outside the Property except those which are reasonably
necessary in connection with the business carried on at
the Property;
(b) not affix to the Property any external radio, television
or other aerial or satellite dish or any pole, mast, flag
or wire without the prior consent of the Landlord which
shall not be unreasonably withheld or delayed;
(c) at the End of the Term remove all signs and items
referred to in sub-clause (b) (including any erected
before the beginning of the Term) and make good all
damage caused by their removal.
In this sub-clause "SIGNS" includes signs, hoardings, posters,
placards, advertisements, bills, inscriptions and letters.
(11) USE
The Property shall not be used other than for any use being a use
within [Class B2/B8] Business in the schedule to the Town and
Country Planning (Use Classes) Order 1987 as that Order is in
force at the date of this Lease together with other proper
ancillary uses.
(12) USE OBLIGATIONS
The Tenant shall:
(a) use any open area within the Property only for the
purpose for which it is designed and not keep any caravan
or temporary building on it (other than any items
normally stored outside the buildings on the Property in
connection with the permitted use under this Lease);
(b) not leave the Property unoccupied for more than a month
without notifying the Landlord and providing the security
arrangements required by the Landlord's insurers;
(c) not do anything on the Property which may become a
nuisance, damage, danger, or material annoyance or
inconvenience to the Landlord or any nearby owner or
occupier the Landlord acknowledging that as far as it is
concerned the proper use of the Property within Class
[B2/B8] in the schedule to the Town & Country Planning
(Use Classes) Order 1987 together with proper ancillary
uses and use which is otherwise in accordance with the
provisions of this Lease would not itself constitute a
breach of this covenant;
(d) not allow to pass into the Conduits serving the Property
anything that may obstruct them or cause damage, danger
or pollution or anything poisonous or radioactive;
(e) not bring onto or keep in the Property anything
dangerous, inflammable, explosive, noxious or offensive
save where necessary and usual for the permitted use
under this Lease;
(f) not use the Property for any illegal or immoral purpose
or for any dangerous, noxious, noisy or offensive
occupation or in any manner so as to be offensive to the
occupiers of any nearby property;
(g) not use the Property for the holding of public meetings
or auction sales or as a residence or sleep at the
Property or keep any animal on it (other than a guard
dog);
(h) not overload the Property or its Conduits; and
(i) not obstruct any road or footpath within or serving the
Property and not do anything as a result of which
reasonable use of the road or footpath by others may be
impeded.
(13) STATUTORY REQUIREMENTS
The Tenant shall comply with every enactment and with the
requirements and recommendations of every authority relating to or
affecting the Property or its use or the employment of anyone at
the Property or any equipment or chattels in the Property and
whether applicable to the owner, landlord, tenant or occupier of
the Property.
In this sub-clause "authority" includes every government
department, local or other authority and court of competent
jurisdiction.
(14) NOTICES
The Tenant shall:
(a) give the Landlord a copy of every notice or order and of
every proposal for a notice or order issued to the
Tenant, its sub-tenants or any occupier of the Property
or left at the Property in each case relating to the
Property as soon as practicable after receipt;
(b) take all steps necessary to comply with every such notice
or order without delay; and
(c) at the request of the Landlord but at the joint cost of
the Landlord and the Tenant, make or join with the
Landlord in making such objections or representations in
respect of the notice, order or proposal as the Landlord
shall think fit.
(15) PLANNING ACTS
The Tenant shall:
(a) comply with the Planning Acts in relation to the
Property, any operations carried out at the Property and
its use and not commit any breach of planning control;
(b) obtain from the local planning authority planning
permission for the carrying out of any operation on the
Property or the institution or continuance of any use
which may constitute development within the meaning of
the Planning Acts;
(c) not make any application for planning permission without
the prior consent of the Landlord to the making of the
application such consent not to be unreasonably withheld
or delayed;
(d) forthwith after the grant or refusal of any application,
give the Landlord a copy of the permission or the
refusal;
(e) not make any alteration or addition to or change of use
of the Property (being an alteration or addition or
change of use which is prohibited by this Lease or for
which the consent of the Landlord must be obtained under
this Lease and for which a planning permission must be
obtained) before planning permission for it has been
produced to the Landlord and acknowledged by the Landlord
as satisfactory to it such acknowledgement not to be
unreasonably withheld or delayed but so that the Landlord
may refuse to express satisfaction with the planning
permission on the grounds that anything contained in it
or omitted from it in the opinion of the Landlord would
be or be likely to be prejudicial to the Landlord's
interest in the Property during the Term or after the End
of the Term;
(f) pay any charge imposed under the Planning Acts in respect
of the carrying out of any operation or the institution
or continuance of any use;
(g) unless the Landlord directs otherwise, carry out before
the End of the Term all works required to be carried out
as a condition of any planning permission which may have
been granted and implemented during the Term whether or
not the date by which the planning permission requires
those works to be carried out falls within the Term;
(h) pay to the Landlord on demand a fair proportion of any
compensation received by the Tenant because of a
restriction on the use of the Property under the Planning
Acts, any dispute as to the proportion to be referred to
arbitration;
(i) produce to the Landlord all drawings, documents and other
evidence required by the Landlord to satisfy itself that
this sub-clause has been complied with;
(j) not implement any planning permission (which contains a
requirement for works the cost of which exceed
(pound)50,000) without providing security where
reasonably required by the Landlord for compliance with
the conditions imposed by that permission;
(k) not serve any purchase notice under the Planning Acts
requiring any authority to purchase the Tenant's interest
in the Property without first offering to surrender this
Lease at the price which might reasonably be expected to
be obtained from the authority under the purchase notice,
any dispute as to the amount of the price to be referred
to arbitration;
(l) at the request of the Landlord and at the cost of the
Landlord to make or join in making any planning
application required by the Landlord and not make any
objection or adverse representation in respect of any
planning application made by or with the consent of the
Landlord.
In this sub-clause "OPERATION" and "DEVELOPMENT" each includes
works to any listed building which are prohibited by the Planning
Acts unless authorised by them and "planning permission" includes
listed building consent.
(16) OBSTRUCTION
The Tenant shall not:
(a) stop up, darken or obstruct any window in such a way as
could prejudice any rights or light or air to that window
or opening belonging to the Property; or
(b) give to any third party any acknowledgement that the
Tenant enjoys the access of light or air to any of the
windows or openings in the Property by the consent of a
third party; or
(c) pay to any third party any sum of money or enter into any
agreement with any third party for the purpose of
inducing or binding him to abstain from obstructing the
access of light or air to any window or opening.
(17) OBSTRUCTION PROCEEDINGS
If any of the owners or occupiers of nearby land or buildings do
or threaten to do anything which obstructs or may obstruct the
access of light or air to any of the windows or openings in the
Property, the Tenant shall:
(a) forthwith upon becoming aware of the same or when the
Tenant ought reasonably to be aware of the same notify
the same to the Landlord;
(b) permit the Landlord to bring proceedings in the name and
at the joint cost of the Landlord and the Tenant against
any of the owners or occupiers of the nearby land or
buildings in respect of the obstruction; and
(c) take all reasonable steps to prevent such obstruction.
(18) ACQUISITION OF RIGHTS
The Tenant shall not allow any easement to be acquired over the
Property. If any easement is acquired or attempted to be acquired,
the Tenant shall give notice of it to the Landlord as soon as
possible after becoming aware of the same or when the Tenant ought
reasonably to be aware of the same and at the request of the
Landlord but at the joint cost of the Landlord and the Tenant
adopt the course required by the Landlord for preventing the
acquisition of the easement.
(19) COSTS
The Tenant shall pay on an indemnity basis all proper costs and
expenses incurred by the Landlord:
(a) in or in contemplation of any proceedings relating to the
Property under the Law of Property Act 1925 sections 146
and 147, or the Leasehold Property (Repairs) Act 1938,
the preparation and service of any notice under those
sections or the taking of steps subsequent to such notice
notwithstanding that forfeiture is avoided otherwise than
by relief granted by the Court;
(b) in the preparation and service of any notice to repair or
any schedule of dilapidations at any time during the Term
or within three months after the End of the Term;
(c) in connection with the recovery of arrears of Rent or
other sums due to the Landlord under this Lease including
the levy or attempted levy of any distress; and
(d) in respect of any application for consent required by
this Lease whether or not the consent is granted
(including any inspection of works authorised by the
consent and of any re-instatement of those works)
provided such costs are reasonable.
Where the Landlord could recover the cost of services or advice
under the first part of this sub-clause if they were undertaken by
a third party but those services or that advice are provided by
the Landlord or by a company which is a member of the same group
as the Landlord (within the meaning of section 42 of the Landlord
and Tenant Act 1954), the Tenant shall pay to the Landlord or to
that company a reasonable sum (plus VAT if payable) for such
services or advice but not more than the amount payable by the
Tenant if those services or that advice had been provided by a
third party.
(20) INDEMNITY
The Tenant shall:
(a) pay and make good to the Landlord every loss and damage
incurred or sustained by the Landlord as a consequence of
every breach or non-observance of the covenants by the
Tenant in this Lease and indemnify the Landlord against
all actions, claims, liabilities, and proper costs and
expenses arising by reason of the breach; and
(b) indemnify and keep the Landlord indemnified from
liability in respect of all loss, damage, actions,
proceedings, claims, demands, proper costs, damages and
expenses in respect of any injury to or the death of any
person or damage to any property or in respect of the
infringement, disturbance or destruction of any right by
reason of or arising in any way directly or indirectly
out of:
(i) the state of repair or condition of the Property
to the extent to which the state of repair or
condition of the Property is the responsibility
of the Tenant under this Lease;
(ii) the act, omission or default of the Tenant, any
person deriving title under the Tenant or any
person at the Property with the express or
implied authority of any of them (other than the
Landlord its agents or workmen);
(iii) the construction or existence of any additions
or alterations to the Property made during the
Term;
(iv) the use of the Property during the Term;
(v) anything now or in the future attached to or on
the Property;
(vi) the use of vehicles on the Property;
(vii) the omission of the Tenant to give written
notice to the Landlord of any defects or items
requiring repair arising during the Term of
which the Tenant is aware or ought reasonably to
be aware save any contained in the Schedule of
Condition; and
(viii) any breach by the Tenant or by any person
deriving title under the Tenant of any covenant
by the Tenant or any condition contained in this
Lease.
(21) NOTICES FOR SALE AND RE-LETTING
The Tenant shall:
(a) permit the Landlord during the six months before the End
of the Term to affix to the Property a notice for
re-letting it;
(b) permit the Landlord at any time during the Term to affix
to the Property a notice of a usual size for dealing with
the Landlord's interest in the Property; and
(c) permit all persons with written authority from the
Landlord or the Landlord's agent to view the Property at
all reasonable times in connection with a sale and
re-letting and by appointment.
(22) REGULATIONS
The Tenant shall observe all reasonable regulations made by the
Landlord for the proper management of the Property.
(23) NEW GUARANTORS
If a guarantor's event of default occurs, the Tenant shall notify
the Landlord of the event within ten Business Days of its
occurrence. If the Landlord serves notice on the Tenant under this
sub-clause within thirty Business Days of service of the Tenant's
notice, the Tenant shall procure that guarantors acceptable to the
Landlord shall covenant by deed with the Landlord in the form set
out in schedule 5.
In this sub-clause a guarantor's event of default is any of the
following:
(a) in the case of a Guarantor who is an individual:
(i) the death of the individual;
(ii) the individual being regarded as a patient under
the Mental Health Act 1983 section 94;
(iii) an application being made for an interim order
in respect of the individual or an interim order
being made under the Insolvency Act 1986;
(iv) the making by the individual of a proposal for a
voluntary arrangement;
(v) a petition being presented for a bankruptcy
order to be made against the individual or a
bankruptcy order being made;
(b) in the case of a Guarantor which is a company:
(i) a proposal being made to the company and to its
creditors for a voluntary arrangement;
(ii) a petition being presented for an administration
order in respect of the company or an
administration order being made;
(iii) the company having an administrative or other
receiver or a manager appointed of the whole or
any part of its property;
(iv) the company passing a resolution for winding up
or a petition being presented for the winding up
of the company or a winding up order being made
or the company being dissolved other than (in
any such case) a voluntary winding up of a
solvent company for the purposes of amalgamation
or reconstruction;
(v) the company, having been registered as an
unlimited company, being re-registered as a
limited company without the previous consent of
the Landlord;
(c) in the case of a Guarantor who is an individual or which
is a company:
(i) the individual or the company entering into any
kind of composition, scheme of arrangement,
compromise or arrangement for the benefit of
creditors or any class of creditors or
permitting or suffering any distress or
execution to be levied on his goods;
(ii) there occurring in relation to the individual or
the company in any country or territory in which
he carries on business or to the jurisdiction of
whose courts he or any of his property is
subject any event which corresponds in that
country or territory with any of those mentioned
in paragraphs (a)(iii) to (v) or (b) above or
the individual or the company otherwise becoming
subject in any such country or territory to any
law relating to insolvency, bankruptcy or
winding up.
(24) FREEHOLD COVENANTS
The Tenant shall observe and perform the covenants contained or
referred to in Schedule 4 so far as they relate to the Property
and are still subsisting and capable of taking effect.
(25) HEAD LEASE - [FOR EACH OF THE LONG LEASEHOLD PROPERTIES ONLY
The Tenant shall:
(a) From the date of this Lease observe and perform the
covenants by the tenant contained in the Head Lease
except the covenants for payment of rent and for
insurance;
(b) not do or omit anything whereby the Head Lease may be
avoided or forfeited; and
(c) allow the Landlord to enter the Property and to perform
any of the covenants by the Tenant in the Head Lease
which may be necessary to prevent a forfeiture of the
Head Lease.]
(25) YIELD UP
The Tenant shall:
(a) yield up the Property (except tenant's or trade fixtures)
to the Landlord at the End of the Term with vacant
possession and in accordance with the Tenant's covenants
in this Lease; and
(b) make good to the reasonable satisfaction of the Landlord
all damage occasioned by the removal of any tenant's or
trade fixtures save that where the Tenant removes, as
tenant's fixtures, plant and machinery acquired pursuant
to the sale of business agreement (dated , 1999 between
Glynwed Steels Limited, Glynwed International plc,
Niagara LaSalle (UK) Limited and Niagara Corporation)
from the positions such plant and machinery were in at
the date of this Lease, the Tenant shall not be obliged
to fill in the holes made to accommodate such plant and
machinery.
(26) RELEASE OF LANDLORD
The Tenant agrees that if the Landlord or any former landlord
applies for release of a covenant under section 8 of the Landlord
and Tenant (Covenants) Act 1995 the Tenant shall not object
unreasonably to the release of the Landlord or the former
landlord.
6. LANDLORD'S COVENANTS
(1) INTRODUCTION
The Landlord covenants with the Tenant to comply with its
obligations set out in this clause and in clause 8.
(2) QUIET ENJOYMENT
The Tenant may peaceably and quietly hold and enjoy the Property
during the Term without any lawful interruption by the Landlord or
any person claiming under or in trust for the Landlord.
7. ALIENATION
(1) RESTRICTIONS ON ALIENATION
The Tenant shall not:
(a) save to the extent permitted by the following sub-clauses
of this clause, part with possession of the whole or any
part of the Property or part with or share occupation of
the whole or any part of the Property or permit
occupation by a licensee of the whole or any part of the
Property or hold on any trust the whole or any part of
the Property;
(b) if it is an unlimited company, incorporate itself as a
limited company without the prior consent of the
Landlord.
(2) ASSIGNMENT
The Tenant shall not:
(a) assign part of the Property;
(b) assign the whole of the Property without the prior
consent of the Landlord which, subject to sub-clauses (3)
and (4), shall not be unreasonably withheld or delayed.
(3) AGREEMENT AS TO CIRCUMSTANCES
The Landlord and the Tenant agree that the Landlord may withhold
its consent to an assignment if any one or more of the following
circumstances (which are specified for the purposes of section
19(1A) of the Landlord and Tenant Act 1927) exist:
(a) any Rent due (following demand if required under the
terms of this Lease) from the Tenant under this Lease is
unpaid;
(b) the Landlord reasonably determines that the proposed
assignee is not a person who is likely to be able to
comply with the covenants by the Tenant in this Lease
following completion of the assignment;
(c) the proposed assignee or any proposed guarantor for it
(other than any guarantor under an authorised guarantee
agreement) has the benefit of state or diplomatic
immunity or the Landlord determines that it is likely to
acquire that immunity;
(d) the proposed assignee is a company which is a member of
the same group (within the meaning of section 42 of the
Landlord and Tenant Act 1954) as the Tenant;
(e) the Landlord reasonably determines that there is a
subsisting material breach of any of the tenant's
covenants by the Tenant or the conditions in this Lease.
(4) AGREEMENT AS TO CONDITIONS
The Landlord and the Tenant agree that the Landlord may grant
consent to an assignment subject to any one or more of the
following conditions (which are specified for the purposes of
section 19(1A) of the Landlord and Tenant Act 1927):
(a) that before the assignment the Tenant enters into and
unconditionally delivers to the Landlord an authorised
guarantee agreement (as defined in section 16 of the
Landlord and Tenant (Covenants) Act 1995), such agreement
to be a deed and to contain the provisions in Schedule 6
or such other provisions as the Landlord shall first
notify to the Tenant, to be approved by the Tenant, such
approval not to be unreasonably withheld or delayed;
(b) that before the assignment any person (other than a
former Tenant) who at the time of the application for the
consent is guaranteeing the obligations and liabilities
of the Tenant under this Lease covenants by deed with the
Landlord that the Tenant shall perform its obligations
under the authorised guarantee agreement required under
paragraph (a), the deed to contain provisions equivalent
to those contained in paragraphs 1 to 4 and 9 of Schedule
5 and an obligation on the part of the covenantor (in the
event of default on the part of the Tenant) to perform
any obligation entered into by the Tenant in the
authorised guarantee agreement to take up a new lease,
and otherwise to be in such form as the Landlord
reasonably requires PROVIDED THAT if such person declines
to enter into this covenant, the Tenant shall procure
that there is paid to the Landlord a rent deposit equal
to two years of the annual rent payable under clause
4(1)(b) of this Lease;
(c) that before the assignment, if the Landlord reasonably
determines it to be necessary, one or more guarantors
acceptable to the Landlord, acting reasonably, covenant
by deed with the Landlord in the form set out in Schedule
5 (with "assignee" substituted for "Tenant" in paragraphs
1 to 9 inclusive and with such other provisions as the
Landlord reasonably requires) in respect of the period
ending on the date on which the assignee is released by
virtue of the Landlord and Tenant (Covenants) Act 1995;
(d) that before the assignment where reasonably required a
rent deposit is paid to the Landlord, such deposit to be
an amount equal to six months of the annual rent payable
under clause 4(1)(c) of this Lease or such greater amount
as is reasonable in the circumstances;
(e) that all Rent due (following demand if required under the
term of this Lease) from the Tenant under this Lease as
at the date of the assignment has been paid;
(f) that the assignment is completed within three months of
the date of the consent and that if it is not, the
consent shall be void but any of the guarantees referred
to in paragraphs (a) to (c) shall nevertheless remain in
full force and effect.
(5) FURTHER AGREEMENT
The Landlord and the Tenant agree that any power on the part of
the Landlord to determine any matter for the purposes of
sub-clauses (3) or (4) shall be exercised reasonably.
(6) UNDERLETTING
The Tenant shall not:
(a) underlet part of the Property; or
(b) underlet the whole of the Property without:
(i) complying with the provisions of sub-clauses (7)
to (11); and
(ii) the prior consent of the Landlord, which shall
not be unreasonably withheld.
(7) COVENANTS ON UNDERLETTING
The Tenant shall procure that any intended undertenant covenants
by deed with the Landlord:
(a) to pay the rent to be reserved by and the other sums to
be payable under the underlease and to perform and
observe, first, the covenants by the tenant and the
conditions to be contained in the underlease and,
secondly, the covenants by the Tenant and the conditions
contained in this Lease (except first the covenant to pay
rent and secondly any covenant in this Lease which is
inconsistent with the covenants in the underlease as
authorised under sub-clause (9)) throughout the period
during which the undertenant is bound by the covenants by
the tenant and conditions in the underlease;
(b) without prejudice to paragraph (a), not to assign the
underlet property without:
(i) first obtaining a deed of covenant from the
intended assignee in favour of the Landlord in
the same form (with the necessary changes) as
the deed referred to in this sub-clause,
including (without limitation) the covenants in
this paragraph (b); and
(ii) if the Landlord reasonably requires, first
obtaining a deed from one or more guarantors
acceptable to the Landlord, acting reasonably,
in favour of the Landlord guaranteeing the due
and punctual payment and performance of all the
obligations and liabilities of the intended
assignee under the deed referred to in
sub-paragraph (i), the deed to contain
provisions equivalent to those contained in
paragraphs 1 to 4 and 9 of Schedule 5 and
otherwise to be in such form as the Landlord
reasonably requires.
(8) GUARANTEE ON UNDERLETTING
If the Landlord reasonably requires, the Tenant shall procure
that, before the underlease is granted, one or more guarantors
acceptable to the Landlord, acting reasonably, guarantee (by way
of deed) to the Landlord, in respect of the period ending on the
date on which the undertenant is released by virtue of the
Landlord and Tenant (Covenants) Act 1995, the due and punctual
payment and performance of all the obligations and liabilities of
the intended undertenant, the guarantee to contain provisions
equivalent to those contained in paragraphs 1 to 4 and 9 of
Schedule 5 and otherwise to be in such form as the Landlord
reasonably requires.
(9) FORM OF UNDERLEASE
The Tenant shall procure that every underlease shall:
(a) contain the same covenants by the tenant and other terms
and conditions as are contained in this Lease subject
only to:
(i) such amendments as may be provided for in paragraphs
(b) to (e); and
(ii) such amendments as may reasonably be required by
the Tenant, having regard only to the duration
of the proposed underlease, and as may be
approved by the Landlord, such approval not to
be unreasonably withheld or delayed;
(b) not permit any assignment, underlease or other dealing or
disposal of the Property which is prohibited by the terms
of this Lease and prohibit any further underletting of
the whole or any part of the Property;
(c) provide that where the underlease requires the
undertenant to obtain the landlord's consent, the
undertenant shall be required to obtain also the consent
of the Landlord which shall not be unreasonably withheld
or delayed where such consent cannot be unreasonably
withheld or delayed under the terms of this Lease;
(d) contain a Landlord's break option upon the same terms as
the Tenant's break option set out in clause 13 of this
Lease and, in the licence to underlet a covenant from the
Tenant to the Landlord to exercise that break option in
the event that it exercises the Tenant's break option
contained in this Lease.
(e) contain provisions to ensure that the tenancy is excluded
from the provisions of sections 24 to 28 of the Landlord
and Tenant Act 1954.
(10) UNDERLEASE REQUIREMENTS
The Tenant shall:
(a) not grant any underlease at a fine or premium;
(b) not grant any underlease at a rent which at the time of
the grant of the underlease is less than the open market
rent of the Property;
(c) not accept the surrender of or vary the terms of any
underlease or release the undertenant from any covenant
or condition in the underlease without the prior consent
of the Landlord which, in the case only of a surrender,
shall not be unreasonably withheld;
(d) not waive any breach of any of the covenants on the part
of the undertenant and the conditions contained in any
underlease but take all such steps as are lawfully
available to the Tenant (including re-entry) to enforce
such covenants and conditions;
(e) procure that on any assignment of any underlease the
outgoing undertenant enters into an authorised guarantee
agreement and, where appropriate, guarantors enter into a
contractual guarantee in each case with the landlord
under the underlease in accordance with the provisions of
the underlease.
In paragraphs (c) to (e) of this sub-clause an underlease includes
any lease where, by virtue of the grant of this Lease, the Tenant
under this Lease becomes the holder of the immediate reversion to
that lease.
(11) ASSOCIATED COMPANIES
The Tenant may share the occupation of the whole or any part of
the Property with a company which is a member of the same group as
the Tenant (within the meaning of section 42 of the Landlord and
Tenant Act 1954) for so long as both companies remain members of
that group and provided that:
(a) no relationship of landlord and tenant is created between
the two companies and no security of tenure is conferred
upon the occupier; and
(b) within 15 Business Days of the commencement of the
sharing the Tenant gives to the Landlord notice of the
company sharing occupation and the address of its
registered office.
(12) CHARGING
The Tenant shall not:
(a) charge part of the Property; or
(b) charge the whole of the Property without the prior
consent of the Landlord, which shall not be unreasonably
withheld or delayed.
(13) REGISTRATION OF DEALINGS
Within 28 days of every assignment, transfer, underlease or charge
of the Property or the creation or transfer of any interest
derived out of the Term or any devolution of the interest of the
Tenant or any person deriving title under the Tenant, the Tenant
shall produce a certified copy of the assignment, transfer,
underlease or charge or (in the case of a devolution) the document
evidencing or under which the devolution arises and pay the
Landlord a registration fee of a reasonable amount, being not less
than (pound)25, in respect of each assignment, transfer,
underlease, charge or devolution.
8. INSURANCE
(1) LANDLORD'S INSURANCE OBLIGATIONS
Unless the insurance is vitiated by any act, default or omission
of the Tenant, any person deriving title under the Tenant or any
person at the Property with the express or implied authority of
any of them, the Landlord shall keep the Property (other than
plate glass and tenant's or trade fixtures) insured with insurers
or underwriters selected by the Landlord in accordance with the
provisions of this clause to the extent to which the Property is
insurable and subject to all exclusions, limitations and excesses
imposed by the insurers.
(2) SUM AND RISKS INSURED
The Property shall be insured in a sum not less than its full
reinstatement cost (as determined from time to time by the
Landlord) against loss or damage by the Insured Risks.
(3) FEES
The insurance shall extend to:
(a) architects' and other professional fees in relation to
the reinstatement of the Property;
(b) the costs of demolition and removal of debris; and
(c) loss of rent for the following three years of the Term.
(4) PRODUCTION OF POLICY
Whenever reasonably required to do so by the Tenant, the Landlord
shall produce to the Tenant at the Landlord's office a copy of the
insurance policy or other evidence of it and evidence of payment
of the last premium.
(5) REINSTATEMENT
Subject to sub-clause (15) if the Property is destroyed or damaged
by any of the Insured Risks, then unless the insurance is vitiated
by any act, default or omission of the Tenant, any person deriving
title under the Tenant or any person at the Property with the
express or implied authority of any of them, the Landlord shall
use reasonable endeavours to:
(a) obtain all consents and permissions necessary for
reinstatement as soon as reasonably possible; and
(b) subject to obtaining those consents and permissions, lay
out as soon as practicable all insurance monies received
by the Landlord (other than for fees and loss of rent) in
reinstating the Property making good any shortfall out of
its own money save where such shortfall:
(i) arises due to any default, act or omission of
the Tenant, its undertenant or any person at the
Property with the express or implied authority
of any of them; and
(ii) relates to excesses, exclusions or limitations.
In reinstating the Property, the Landlord may make such variations
to its design as the Landlord reasonably decides, so long as the
Tenant is provided with accommodation which is substantially the
same as that previously comprised in the Property.
(6) TENANT'S INSURANCE OBLIGATIONS
The Tenant shall pay to the Landlord on demand:
(a) every premium payable by the Landlord for insuring the
Property in accordance with its obligations in sub-clause
(1) and for effecting in relation to the Property
insurance in respect of liability to third parties
including members of the public and such other insurances
as the Landlord acting reasonably considers desirable;
(b) where the policy includes the Property and other
properties, the fair proportion properly attributable to
the Property of every premium payable by the Landlord for
insuring the Property and the other properties in
accordance with its obligations in sub-clause (1) and for
effecting (in relation to the Property and the other
properties) the other insurances referred to in
sub-paragraph (a), the proportion to be determined by the
Landlord acting reasonably whose determination shall be
conclusive save as to questions of law and save in the
case of manifest error;
(c) the amount of any excess deducted or deductible by the
insurers on any claim made by the Landlord; and
(d) all costs and expenses incurred by the Landlord in
obtaining a valuation of the Property for insurance
purposes but not more frequently than once every 12
months.
All sums payable by the Tenant under this paragraph shall be
reserved as rent.
(7) VITIATION
The Tenant shall not use the Property or carry on any business at
the Property or do or omit to do at the Property anything which
may make void or voidable any policy for the insurance of the
Property or any nearby property of the Landlord.
(8) INCREASED PREMIUM
The Tenant shall:
(a) not without the prior consent of the Landlord use the
Property or carry on any business at the Property other
than the business carried on at the Property prior to the
grant of this Lease or do or omit to do at the Property
anything which may increase the premium payable for the
insurance; and
(b) if consent is given, repay on demand to the Landlord any
increased insurance premium payable by the Landlord.
(9) IRRECOVERABLE REINSTATEMENT COST
If the Property is destroyed or damaged by any of the Insured
Risks and the insurance money under any insurance effected by the
Landlord is wholly or partly irrecoverable because of any act,
default or omission of the Tenant, any person deriving title under
the Tenant or any person at the Property with the express or
implied authority of any of them, the Tenant shall pay to the
Landlord on demand the whole or the appropriate proportion of the
cost of reinstating the Property. Any dispute as to the amount of
such proportion shall be referred to arbitration.
(10) NOTICE OF DAMAGE
If the Property is destroyed or damaged by any of the Insured
Risks, the Tenant shall give notice to the Landlord as soon as the
destruction or damage comes to the notice of the Tenant.
(11) DOUBLE INSURANCE
The Tenant shall not effect any insurance relating to the Property
against any of the Insured Risks save where the Landlord ceases
insurance of any particular risk in which case the Tenant may
effect its own insurance in respect of such risk or risks. If the
Tenant is entitled to the benefit of any insurance in respect of
the Property, the Tenant shall pay to the Landlord all monies
received by virtue of the insurance to enable the Landlord to
apply them in making good the loss or damage in respect of which
they have been received and subject to sub-clause (15) the
Landlord shall use reasonable endeavours to:
(a) obtain all consents and permissions necessary for
reinstatement as soon as reasonably possible; and
(b) subject to obtaining those consents and permissions, lay
out as soon as practicable all such monies received from
the Tenant in reinstating the Property. In reinstating
the Property the Landlord may make such variations to its
design as the Landlord reasonably decides, so long as the
Tenant is provided with accommodation which is
substantially the same as that previously comprised in
the Property.
(12) RELEVANT MATTERS
The Tenant:
(a) shall forthwith notify the Landlord in writing of any
relevant matter; and
(b) warrants that all relevant matters existing or arising as
regards NIAGARA LASALLE (U.K.) LIMITED and NIAGARA
CORPORATION on or before today's date or existing or
arising as regards any subsequent person becoming the
Tenant on or before the date of assignment or other
devolution of title have been notified to the Landlord in
writing prior to today's date or prior to execution of
the assignment or the date of the devolution, as the case
may be.
In this sub-clause "RELEVANT MATTER" means any matter that a
prudent insurer or underwriter might treat as material in deciding
whether or on what terms to insure or to continue to insure the
Property including (without limitation) the conviction, judgment
or finding of any court or tribunal relating to the Tenant or any
director, other officer or major shareholder of the Tenant of such
a nature that a prudent insurer or underwriter might treat as so
material.
(13) FIRE AUTHORITY REQUIREMENTS
The Tenant shall comply with all requirements and recommendations
of the appropriate authority and the Landlord's insurers about
means of escape from the Property in case of fire or other
emergency and about the provision and maintenance of fire
detection equipment, fire alarm equipment and fire fighting
equipment.
(14) CESSER OF RENT
If the Property or any part of it or the means of access to it is
destroyed or damaged by any of the Insured Risks so as to make the
Property unfit for occupation or use, the rent or a fair
proportion of it according to the nature and extent of the damage
sustained shall be suspended until the Property or the means of
access thereto has been reinstated and made fit for occupation and
use or until the end of three years from the date of the
destruction or damage, whichever first occurs. Any dispute as to
the amount of the proportion shall be referred to arbitration.
This sub-clause does not apply if and to the extent that the
insurance monies in respect of loss of rent are wholly or
partially irrecoverable solely or partly because of the act,
default or omission of the Tenant, any person deriving title under
the Tenant or any person at the Property with the express or
implied authority of any of them.
(15) PREVENTION OF REINSTATEMENT
The Landlord shall not be obliged to reinstate the Property in
accordance with sub-clauses (5) and/or (11) while prevented by a
supervening event. If the Landlord is unable to commence
reinstatement within twelve months from the date of destruction or
damage because of a supervening event and the Property or a
substantial part of it is unfit for occupation or use either party
may determine the Term by serving notice on the other at any time
within six months of the end of the twelve month period. On
service of the notice the Term shall cease but without prejudice
to any rights that either party may have against the other for
breach of any of the covenants by the other or the conditions in
this Lease and all insurance monies shall belong to the Landlord.
(16) COMPLETION OF REINSTATEMENT
If the Landlord is unable to complete reinstatement works within
three years from the date of damage or destruction so that the
Property or a substantial part of it will be unfit for occupation
or use at that date then, at the option of the Landlord, either
the Landlord may determine the Term or the rent or a fair
proportion of it, according to the nature and extent of the
damage, shall be suspended until such time as the Property or a
substantial part of it is fit for occupation and use.
The Landlord shall serve any notice to determine the Term on the
Tenant within three months of the end of the three year period. On
service of the notice the Term shall cease but without prejudice
to any rights that either party may have against the other for
breach of any of the covenants by the other or the conditions in
this Lease and all insurance monies shall belong to the Landlord.
If the Landlord does not serve a notice to determine this Lease in
accordance with the terms of this subclause the rent cesser will
automatically apply.
(17) SUPERVENING EVENT
In sub-clause (15) a supervening event means any of the following:
(a) inability of the Landlord to obtain the consents and
permissions referred to in sub-clauses (5) and/or (11)
despite using all reasonable endeavours to do so;
(b) grant of any of the consents or permissions subject to a
lawful condition with which it would be unreasonable to
expect the Landlord to comply or the Landlord being
requested as a precondition to obtaining any of the
consents or permissions to enter into an agreement with
the planning authority or any other authority containing
conditions with which it would be unreasonable to expect
the Landlord to comply;
(c) some defect in the site upon which reinstatement is to
take place so that it could not be undertaken or could be
undertaken only at a cost unacceptable to the Landlord;
(d) inability of the Landlord to obtain access to the site to
reinstate;
(e) prevention of reinstatement by any cause beyond the
control of the Landlord.
9. GUARANTOR'S COVENANT
The Guarantor covenants with the Landlord on the terms set out in
Schedule 5.
10. RE-ENTRY
(1) If an Event of Default occurs then notwithstanding the waiver of
any previous right of re-entry the Landlord may re-enter the
Property or any part of it when the Term shall cease but without
prejudice to any rights or remedies which may then have accrued to
the Landlord against the Tenant or any Guarantor in respect of any
antecedent breach of any of the covenants or obligations of the
Tenant or any Guarantor in this Lease (including the breach in
respect of which re-entry is made).
(2) In this clause an Event of Default is any one of the following:
(a) the Rent or any part of it is in arrear and unpaid for
twenty one Business Days after becoming payable (whether
formally demanded or not); or
(b) a breach by the Tenant of any of the covenants by the
Tenant in this Lease; or
(c) the Tenant (being a company) is deemed unable to pay its
debts under section 123 of the Insolvency Act 1986 or the
Tenant (being a company) passes a resolution for
winding-up or its directors of any of them present a
petition for winding-up or an order for the winding-up of
the Tenant is made (other than (in any such case) a
voluntary winding-up of a solvent company for the
purposes of amalgamation or reconstruction) or the Tenant
is dissolved; or
(d) the Tenant (being a company) has an administrative or
other receiver or a manager appointed of the whole or any
substantial part of its property or a petition is
presented for an administration order or an
administration order is made in respect of the Tenant ;
or
(e) the Tenant (being a company), being registered as an
unlimited company, is re-registered as a limited company
without the previous consent of the Landlord; or
(f) the Tenant (being an individual) presents a petition for
a bankruptcy order to be made against him or a bankruptcy
order is made against the Tenant ; or
(g) in relation to the Tenant (whether an individual or a
company) a proposal is made or the Tenant enters into any
kind of composition, scheme of arrangement, compromise or
arrangement for the benefit of creditors or any class of
creditors or permits or suffers any execution to be
levied on his goods; or
(h) there occurs in relation to the Tenant in any country or
territory in which any of them carries on business or to
the jurisdiction of whose courts any of them or any of
the property of any of them is subject any event which
corresponds in that country or territory with any of
those mentioned in paragraphs (c) to (g) above or the
Tenant otherwise becomes subject in any such country or
territory to any law relating to insolvency, bankruptcy
or winding up.
11. VAT
(1) If any VAT is chargeable on any supply under or pursuant to this
Lease, the Tenant shall pay by way of additional consideration the
amount of that VAT.
(2) Without limiting sub-clause (1) above, each sum reserved or
payable by the Tenant under this Lease is exclusive of VAT (if
any) and is accordingly to be construed as a reference to that sum
plus any VAT in respect of it, and where any sum is reserved as
rent, the VAT is also reserved as rent.
(3) If VAT is chargeable on any supply made by the Landlord to the
Tenant for which a sum is not reserved or payable under this
Lease, the Tenant shall pay that VAT to the Landlord against issue
of a VAT invoice.
(4) Where under this Lease the Tenant is obliged:
(a) to make any payment to the Landlord or any other person
(including, without limitation, by way of service charge,
indemnity or reimbursement) by reference to any amount
incurred or which will or may be incurred by the Landlord
or any other person; or
(b) otherwise to pay all or part of the consideration for any
supply made to the Landlord or any other person,
then without prejudice to sub-clauses (1) to (3) above, the Tenant
shall be obliged to pay an amount equivalent to any VAT in respect
of the amount or consideration except to the extent that the VAT
is recoverable by the Landlord or any other person as appropriate.
(5) For the purposes of sub-clause (4) above, VAT is recoverable by a
person, if that person (or any company treated as a member of the
same VAT group as that person) is entitled to credit for it as
input tax under sections 25 and 26 VAT Act 1994. For the avoidance
of doubt, VAT is not recoverable by a person only because he could
elect to waive exemption, but has not done so.
(6) Where for the purposes of this Lease it is necessary to calculate
or estimate the cost or value of anything, including any building,
structure, work, item, act or service, the cost or value shall be
calculated or estimated so as to include any VAT which will or may
be incurred in addition.
(7) This clause shall not affect the generality of clause 5(3) of this
Lease.
(8) The Landlord shall issue the Tenant with a proper VAT invoice in
respect of any supply by the Landlord to the Tenant.
12. GENERAL
(1) INTEREST AND POWERS OF RECOVERY
If any Rent or other sum payable under this Lease is not paid
within 14 days of the day on which it is due it shall bear
interest from the day on which it was due until the date of
payment at the Default Interest Rate compounded quarterly. Every
amount payable under this Lease shall be reserved as rent and
shall be recoverable as rent in arrear.
(2) INTEREST ON BREACH
Without prejudice to sub-clause (1) if:
(a) there is any breach by the Tenant (other than a trivial
breach) of its obligations under this Lease; and
(b) the Landlord serves notice on the Tenant that by reason
of that breach the Landlord will not for the time being
accept any sums (including the Rent) payable by the
Tenant under this Lease,
the Tenant shall pay to the Landlord on demand interest at the
Default Interest Rate on the sums due to the Landlord under this
Lease, in respect of the period from the date of service of the
notice, or from the date when the particular sum fell due
(whichever is the later), until whichever is the earlier of the
date of the acceptance by the Landlord of the sum due and the date
on which the breach is remedied.
(3) DISPUTES
In relation to disputes any statement in this Lease that any
dispute shall be referred to arbitration means that the dispute
shall be determined by a single arbitrator agreed by the Landlord
and the Tenant or, failing agreement, by a single arbitrator
appointed by the president or his deputy for the time being of the
Royal Institution of Chartered Surveyors in accordance with the
Arbitration Act 1996.
(4) COMPENSATION
Subject to the provisions of section 38(2) of the Landlord and
Tenant Act 1954 neither the Tenant nor any person deriving title
under the Tenant shall be entitled on quitting the Property to any
compensation under section 37 of that Act.
(5) JOINT AND SEVERAL LIABILITY
Where the Tenant or any Guarantor is more than one person:
(a) those persons shall be jointly and severally responsible
in respect of every obligation undertaken by them under
this Lease; and
(b) the Landlord may release or compromise the liability of
any of those persons under this Lease or grant any time
or other indulgence without affecting the liability of
any other of them.
(6) WHOLE AGREEMENT
This Lease and the Property Agreement and the option agreement the
lease renewal deed and the side deed, (all of even date herewith
and made between the Landlord and the Tenant) contain the whole
agreement between the parties relating to the transaction
contemplated by this Lease and supersede all previous agreements
between the parties relating to the transaction.
(7) REPRESENTATIONS
The Tenant acknowledges that in agreeing to enter into this Lease
the Tenant has not relied on any representation, warranty,
collateral contract or other assurance save for any written
replies to the Tenant's solicitor's written enquiries before
contract. The Tenant waives all rights and remedies which, but for
this sub-clause, might otherwise be available to it in respect of
any representation, warranty, collateral contract or other
assurance (other than as stated above), but nothing in this sub-
clause shall limit or exclude any liability for fraud.
(8) RIGHTS OF ENTRY
All rights of entry exercisable by the Landlord extend to include
(without limitation) its employees, agents, surveyors, contractors
and licensees with or without plant, equipment, appliances and
materials.
(9) INTERPRETATION OF COVENANTS
Any covenant by the Tenant not to do or omit anything shall be
construed as though the covenant was in addition a covenant not to
permit or suffer to be done or omitted that thing.
(10) TENANT'S POSSESSIONS
(a) If after the Tenant has vacated the Property at the End
of the Term any of the Tenant's possessions remain on the
Property and the Tenant fails to remove them within ten
Business Days after being requested to do so by the
Landlord then:
(i) the Landlord may dispose of the possessions as agent
for the Tenant;
(ii) (if disposal is by sale) subject to paragraph
(c) the Landlord shall hold the proceeds of sale
after deducting the costs and expenses of
removal, storage and sale incurred by it to the
order of the Tenant;
(iii) if the Tenant fails to claim the proceeds of
sale within sixty Business Days of the date of
the sale, the Landlord may keep them;
(iv) the Tenant indemnifies the Landlord against:
(I) any liability incurred by the Landlord to
any third party whose possessions have
been sold by the Landlord in the mistaken
belief (which shall be presumed) that the
possessions belonged to the Tenant;
(II) any damage caused to the Property by the
possessions; and
(vi) all loss, damage, actions, proceedings, claims,
demands, costs, damages and expenses incurred or
suffered by or brought or awarded against the
Landlord as a result of the presence of the
possessions on the Property after the Tenant has
left it at the End of Term.
(b) For the avoidance of doubt it is agreed between the
parties that the Tenant may remove any tenant's fixtures
and fittings from the Property at any time during the
Term subject to making good any damage caused to the
Property by such removal (save as specified in clause
5(25)).
(11) OTHER LAND
Nothing contained in or implied by this Lease shall:
(a) impose or be deemed to impose any restriction on the use of
any land or buildings not comprised in this Lease; or
(b) give the Tenant:
(i) the benefit of or the right to enforce or to
have enforced or to prevent the release or
modification of any covenant, lease, condition
or stipulation entered into by any purchaser or
tenant from the Landlord in respect of any
property not comprised in this Lease; or
(ii) the right to prevent or restrict in any way the
development of any land not comprised in this
Lease; or
(c) release the Tenant from the covenants by the Tenant in
this Lease notwithstanding that the Landlord has waived
or released temporarily or permanently, revocably or
irrevocably or in any other way a similar covenant or
similar covenants affecting any property not comprised in
this Lease.
(12) HEAD LEASE AND CHARGE - [FOR LEASES OF LONG LEASEHOLD PROPERTIES ONLY]
Where there is a Head Lease or where the interest of the Landlord
or any head landlord is charged:
(a) any right exercisable by the Landlord shall be exercisable
by every head landlord and every Chargee;
(b) where the Tenant must obtain consent from the Landlord,
the Tenant must obtain consent from every head landlord
and every Chargee where the Head Lease or the Charge so
provide and nothing contained in this Lease shall be
construed as imposing on any head landlord or any Chargee
an obligation not to refuse consent unreasonably, save
that, where there is an obligation contained in any
Headlease or Charge for the head Landlord or Chargee not
to act unreasonably then at the request and cost of the
Tenant, the Landlord will use reasonable endeavours to
enforce any such obligation; or;
(c) where the Tenant must repay to the Landlord any expenses
incurred by the Landlord then if any expenses are
incurred by any head landlord or any Chargee arising
directly or indirectly out of any act, default, omission
or request of the Tenant or any person at the Property
with the express or implied authority of the Tenant, the
Tenant must repay those expenses also;
(g) any indemnities in favour of the Landlord shall be deemed
to incorporate indemnities in favour of every head landlord
and every Chargee;
(e) the Landlord shall use reasonable endeavours to enforce
the covenants on the part of the landlord under the Head
Lease at the request and cost of the Tenant and the
Tenant shall provide reasonable security to the Landlord
in respect of those costs;
In this sub-clause "CHARGE" means any mortgage or charge (fixed or
floating, legal or equitable) affecting the interest of the
Landlord or any head landlord in the Property and "Chargee" shall
be construed accordingly.
(12) CHARGE - [FOR LEASES OF FREEHOLD PROPERTIES ONLY]
Where the interest of the Landlord or any Head Landlord is charged:
(a) any right exercisable by the Landlord shall be
exercisable by every Chargee;
(b) where the Tenant must obtain consent from the Landlord,
the Tenant must obtain consent from every Chargee where
the Charge so provides and nothing contained in this
Lease shall be construed as imposing on any Chargee an
obligation not to refuse consent unreasonably, save that
where there is an obligation contained in any Charge for
the Chargee not to act unreasonably then, at the request
and cost of the Tenant, the Landlord will use reasonable
endeavours to enforce any such obligation;
(c) where the Tenant must repay to the Landlord any expenses
incurred by the Landlord then if any expenses are
incurred by any Chargee the Tenant must repay those
expenses also; and
(d) any indemnities in favour of the Landlord shall be deemed
to incorporate indemnities in favour of every Chargee.
In this sub-clause "CHARGE" means any mortgage or charge (fixed or
floating, legal or equitable) affecting the interest of the
Landlord or any Head Landlord in the Property and "Chargee" shall
be construed accordingly.
(13) PERPETUITY PERIOD
The perpetuity period applicable to this Lease is 80 years
beginning on the date of this Lease and whenever in this Lease
either the Landlord or the Tenant is granted a future interest it
must vest within that period and, if it has not, it will be void
for remoteness.
(14) SEVERANCE
To the extent that any provision of this Lease is rendered void by
section 25 of the Landlord and Tenant (Covenants) Act 1995, that
provision shall be severed from the remainder of this Lease which
shall remain in full force and effect. In this sub-clause
"provision" includes a clause, a sub-clause or a schedule or any
part of any of them.
(15) NOTICES IN WRITING
Every notice, consent, approval or direction given under this
Lease shall be in writing.
(16) COUNTERPARTS
This lease may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same lease and
any party may enter into this lease by executing a counterpart.
13. RIGHT TO BREAK
(1) The Tenant shall have the right at any time to give not less than
12 months' notice in writing to the Landlord to terminate this
Lease.
(2) If the Tenant gives notice to the Landlord pursuant to sub-clause
(1), this Lease shall terminate on the expiry of the notice
subject to the Tenant having paid the rents due under the Lease
and substantially complied with all its obligations in the Lease
down to that date in all material respects.
(3) Termination of this Lease shall not affect either party's rights
in connection with any breach by the other of their respective
obligations in this Lease which may have occurred before the date
on which this Lease terminates.
14. EXCLUSION AGREEMENT
Having been authorised to do so by an order of the Mayor's
and City of London Court made on 1999 under section
38(4) of the Landlord and Tenant Act 1954, the
Landlord and the Tenant agree that the provisions of sections
24 to 28 of that Act shall be excluded in relation to the tenancy
created by this Lease.
15. NOTICES
Where the Tenant under this Lease is NIAGARA LASALLE (U.K.)
LIMITED and NIAGARA CORPORATION the notice provisions set out in
sub-paragraph A. below shall apply to any notice or document
served under this Lease, such notice provisions being personal to
NIAGARA LASALLE (U.K.) LIMITED and NIAGARA CORPORATION. At any
other time the notice provisions set out in sub-paragraph B. below
shall apply.
A. (1) Any notice or other document to be served under this
agreement may be delivered or sent by post to the party to
be served as follows:
(a) to the Landlord at the address set out in this Lease;
(b) to the Tenant at:
Victoria Steel Works, Bull Lane, Moxley, Wednesbury,
West Midlands, WS10 8RS
marked for the attention of: Xxxx Xxxxxxx;
(c) to the Guarantor at the address set out in this
Lease,
or at such other address as it may have notified to the
other parties in accordance with this clause. Any notice
or other document sent by post shall be sent by prepaid
first class recorded delivery post (if within the United
Kingdom) or by prepaid registered airmail (if elsewhere).
(2) Any notice or other communication shall be deemed to have
been duly given:
(a) if delivered personally, when left at the address
referred to in subclause (1); or
(b) if sent by recorded mail other than airmail, two
days after posting it; or
(c) if sent by registered airmail, six days after
posting it,
provided always that a notice given in accordance with
the above but received on a day which is not a Business
Day or after business hours on a Business Day in the
place of receipt will only be deemed to be given on the
next Business Day in that place.
B. Any notice or other document served under this
Lease may be served in any way in which a notice
required or authorised to be served under
section 196 of the Law of Property Act 1925 may
be served.
16. GOVERNING LAW AND JURISDICTION
(1) This Lease is governed by and shall be construed in accordance
with English law.
(2) The Guarantor submits to the jurisdiction of the English courts
for all purposes relating to this Lease and the Guarantor appoints
the Tenant's solicitors (as shall from time to time be appointed
by the Tenant and notified in writing to the Landlord) as its
agent for service of process with respect thereto.
I N W I T N E S S of which this Lease has been executed as a deed and has
been delivered on the date which first appears on page 1.
SCHEDULE 1
THE PROPERTY
[ ]
SCHEDULE 2
RIGHTS GRANTED TO THE TENANT
1. All rights exercisable by the Landlord on a non-personal basis for
the benefit of the Property over other land and which are capable of
sub-demise.
SCHEDULE 3
RIGHTS RESERVED TO THE LANDLORD
1. The right at reasonable times and on reasonable notice (save in
emergency) to enter the Property to do anything comprised within
the Landlord's obligations in this Lease and to exercise any of
the rights granted to the Landlord by this Lease.
2. Such rights as are reserved to any superior landlord over the Property.
SCHEDULE 4
MATTERS AFFECTING THE PROPERTY
1. All those matters referred to in the Property and charges register
of title number [ ]
2. Any rights exercised by any third party over the Property.
[3. Rights specific to each Property -to be added]
SCHEDULE 5
GUARANTEE PROVISIONS
1. The Guarantor guarantees to the Landlord the due and punctual
payment and performance by the Tenant of all the obligations and
liabilities of the Tenant under this Lease and shall indemnify the
Landlord against all losses, damages, costs and expenses arising
or incurred by the Landlord as a result of the non-payment or
non-performance of those obligations or liabilities.
2. The obligations of the Guarantor under this Lease:
(a) constitute a direct, primary and unconditional liability
to pay on demand to the Landlord any sum which the Tenant
is liable to pay under this Lease and to perform on
demand by the Landlord any obligation of the Tenant under
this Lease without the need for any recourse on the part
of the Landlord against the Tenant;
(b) will not be affected by:
(i) any time or indulgence granted to the Tenant by
the Landlord;
(ii) any legal limitation, disability or other
circumstances relating to the Tenant or any
irregularity, unenforceability or invalidity of
any obligations of the Tenant under this Lease;
(iii) any licence or consent granted to the Tenant or
any variation in the terms of this Lease save as
provided in section 18 of the Landlord and
Tenant (Covenants) Act 1995;
(iv) the release of one or more of the parties
defined as the Guarantor (if more than one); or
(v) any other act, omission, matter, event or thing
whereby (but for this provision) the Guarantor
would be exonerated in whole or in part from the
guarantee other than a release by deed given by
the Landlord.
3. So long as this guarantee remains in force the Guarantor shall not:
(a) in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency
proceedings relating to the Tenant, claim or prove as
creditor in competition with the Landlord; or
(b) be entitled to claim or participate in any security held
by the Landlord in respect of the obligations of the
Tenant under this Lease; or
(c) exercise any right of set-off against the Tenant.
4. If the Landlord brings proceedings against the Tenant, the
Guarantor shall be bound by any findings of fact, interim or final
award or interlocutory or final judgment made by an arbitrator or
the court in those proceedings.
5. If:
(a) the Tenant (being a company) enters into liquidation and
the liquidator disclaims this Lease; or
(b) the Tenant (being a company) is dissolved and the Crown
disclaims this Lease; or
(c) the Tenant (being an individual) becomes bankrupt and the
trustee in bankruptcy disclaims this Lease; or
(d) this Lease is forfeited,
then within six months after the disclaimer or forfeiture the
Landlord may require the Guarantor by notice to accept a lease of
the Property for a term equivalent to the residue which would have
remained of the Term if there had been no disclaimer or forfeiture
at the same rents and subject to the same covenants and conditions
(including those as to the review of rent) as are reserved by and
contained in this Lease (with the exception of this Schedule).
6. The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer or forfeiture and the
Guarantor shall be liable for all payments due under the new lease
as from the date of disclaimer or forfeiture as if the new lease
had been granted on the date of disclaimer or forfeiture.
7. The Guarantor or his personal representatives shall pay the
Landlord's costs of and accept the new lease and shall execute and
deliver to the Landlord a counterpart of it.
8. If the Landlord does not require the Guarantor to take a Lease of
the Property, the Guarantor shall pay to the Landlord on demand a
sum equal to the rent that would have been payable under this
Lease but for the disclaimer or forfeiture in respect of the
period from the date of the disclaimer or forfeiture until the
date which is six months after the date of the disclaimer or
forfeiture or the date on which the property has been re-let by
the Landlord, whichever first occurs.
9. If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT. If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Tenant
under the Lease in respect of that VAT shall not be affected, and
the Landlord shall not be under any obligation to issue a VAT
invoice to the Guarantor in respect of that VAT.
SCHEDULE 6
AUTHORISED GUARANTEE AGREEMENT
1. The Guarantor guarantees to the Landlord the performance by the
Assignee throughout the Guarantee Period of each of the covenants
falling to be complied with by the Tenant under this Lease and
shall indemnify the Landlord against all losses, damages, costs
and expenses arising or incurred by the Landlord as a result of
such non-performance.
2. The obligations of the Guarantor under this guarantee will not be
affected by:
(a) any time or indulgence granted to the Assignee by the
Landlord;
(b) any legal limitation, disability or other circumstances
relating to the Assignee or any irregularity,
unenforceability or invalidity of any obligations of the
Assignee under this Lease;
(c) any licence or consent granted to the Assignee or any
variation in the terms of this Lease save as provided in
section 18 of the Act;
(d) the release of one or more of the parties defined as the
Guarantor (if more than one); or
(e) any other act, omission, matter, event or thing whereby
(but for this provision) the Guarantor would be
exonerated in whole or in part from the guarantee other
than a release under seal given by the Landlord.
3. The Guarantor is liable to the Landlord under this guarantee as
sole or principal debtor and the obligations of the Guarantor
under this guarantee constitute a direct, primary and
unconditional liability to pay on demand to the Landlord any sum
which the Assignee is liable to pay under this Lease and to
perform on demand by the Landlord any obligation of the Assignee
under this Lease without the need for any recourse on the part of
the Landlord against the Assignee. If the Landlord brings
proceedings against the Assignee, the Guarantor shall be bound by
any findings of fact, interim or final award or interlocutory or
final judgment made by an arbitrator or the court in those
proceedings.
4. If during the Guarantee Period the Assignee (being a company)
enters into liquidation and the liquidator disclaims this Lease,
or the Assignee (being a company) is dissolved and the Crown
disclaims this Lease, or the Assignee (being an individual)
becomes bankrupt and the trustee in bankruptcy disclaims this
Lease, then within six months after the disclaimer the Landlord
may require the Guarantor by notice to enter into a new lease of
the Property for a term equivalent to the residue which would have
remained of the term granted by this Lease if there had been no
disclaimer at the same rents and subject to the same covenants and
conditions (including as to the review of rent) as are reserved by
and contained in this Lease.
5. The new lease and the rights and liabilities under it shall take
effect as from the date of the disclaimer and the Guarantor shall
be liable for all payments due under the new lease as from the
date of disclaimer as if the new lease had been granted on the
date of disclaimer.
6. The Guarantor shall pay the Landlord's costs of and accept the new
lease and shall execute and deliver to the Landlord a counterpart
of it.
7. If the Landlord does not require the Guarantor to take a new lease
of the Property the Guarantor shall pay to the Landlord on demand
a sum equal to the rents that would have been payable under this
Lease but for the disclaimer in respect of the period from the
date of the disclaimer until the date which is six months after
the date of the disclaimer or the date on which the Property has
been re-let by the Landlord, whichever first occurs.
8. During the Guarantee Period the Guarantor shall not:
(a) in the event of any bankruptcy, liquidation,
rehabilitation, moratorium or other insolvency
proceedings relating to the Assignee claim or prove as
creditor in competition with the Landlord; or
(b) be entitled to claim or participate in any security held
by the Landlord in respect of the Assignee's obligations
to the Landlord under this Lease; or
(c) exercise any right of set off against the Assignee.
9. To the extent that any provision of this guarantee does not
conform with section 16 of the Act, that provision shall be
severed from the remainder of this guarantee and this guarantee
shall have effect as if it excluded that provision.
10 If any VAT is payable by the Tenant to the Landlord under the
terms of the Lease, the Guarantor's obligation shall extend to
that VAT. If the Guarantor makes any payment in respect of VAT,
the Landlord's obligation to issue a VAT invoice to the Assignee
under the Lease in respect of that VAT shall not be affected, and
the Landlord shall not be under any obligation to issue a VAT
invoice to the Guarantor in respect of that VAT.
11. In this Schedule:
"ACT" means the Landlord and Tenant (Covenants) Act 1995;
"ASSIGNEE" means [insert name of assignee in respect of whom the
Tenant is entering into the authorised guarantee agreement];
"GUARANTEE PERIOD" means the period ending on the date on which
the Assignee is released by virtue of the Landlord and Tenant
(Covenants) Act 1995.
SCHEDULE 7
SCHEDULE OF LANDLORD'S FIXTURES AND FITTINGS
So far as not the subject of any hiring agreement:
1. Heating system serving the offices (including boilers and
radiators).
2. Heating system serving the warehouse/factory (including boilers
and radiators).
3. Additional heaters (e.g. radiant heaters) serving the
factory/warehouse except where the same are portable or are
secondary heaters acquired for the particular purpose of the
business in which case they will be tenant's fittings.
4. Additional heater serving the offices except where the same are
portable or are secondary to heaters acquired for the particular
purpose of the business when they will be tenant's fittings.
5. Lighting at the offices including fluorescent and other light
fittings, bulbs and switches.
6. Lighting to the warehouse/factory including fluorescent and other
light fittings, bulbs and switches.
7. Security systems including burglar alarms, cameras etc.
8. Carpets in the office premises.
9. Demountable partitioning in the office premises.
10. Demountable partitioning in the warehouse/factory premises.
11. Built-in furniture e.g. reception desks.
12. Flooring in the warehouse/factory.
13. Air conditioning system to the offices.
14. Air conditioning system to the warehouse/factory.
15. Fire sprinkler systems.
16. Other fire equipment (e.g. extinguishers and blankets etc).
17. Crane/rails/runways and steel supports with the exception of the
gantry (which includes the motor and hoist) which will be tenant's
fittings.
18. Roller shutter blinds for the windows.
19. Roller shutter doors.
20. Kitchen units and sinks but kitchen appliances e.g. fridge,
cooker, microwave, ovens in so far as the same are not affixed to
the walls and they can be removed without causing damage will be
tenant's fittings.
21. Washroom fittings e.g. toilets, wash basins, towel rails, fitted
units etc.
22. Advertising hoardings in so far as they are not company signage.
23. Generators in so far as they provide the main Three Phase
electricity supply to the Property (as opposed to only providing a
back-up supply).
24. Lifts.
25. Weigh-bridge.
26. Incoming h.t. switch.
27. All equipment used or connected with the supply of the electricity
to the warehouse/factory and/or the offices plus that used for the
supply of Three Phase electricity. There is however to be excluded
any equipment which supplies additional specialised electricity
used solely for the purposes of the current business.
28. Portacabins used as offices.
29. Lighting towers.
There will be excluded (and accepted as tenant's fittings) the following:
30. Transformers and other equipment used for supplying any special or
particular electricity (which is supplied in addition to the
ordinary and Three Phase supplies) for the particular existing
business.
31. Hydraulic systems, pumps, taps, pipework fittings etc, in so far
as the same relate to the plant which will be deemed tenant's
trade fittings.
32. Lubricating oil tanks in so far as the same are used specifically
for the purposes of the existing business and can be removed
without causing damage.
33. Oxygen storage tanks in so far as the same are used specifically
for the existing business and the
same can be removed without causing damage.
34. Computer systems.
35. Other plant and equipment used for the existing business.
36. Telephone systems.
THE COMMON SEAL of [RELEVANT )
GLYNWED COMPANY - LEGAL OWNER] )
LIMITED was affixed in the )
presence of: )
Director
Secretary
THE COMMON SEAL of [RELEVANT )
GLYNWED COMPANY - BENEFICIAL )
OWNER] LIMITED was affixed in the )
Presence of: )
Director
Secretary
THE COMMON SEAL of )
NIAGARA LASALLE (U.K.) LIMITED )
was affixed in the )
presence of: )
Director
Secretary
EXECUTION CLAUSE FOR NIAGARA
CORPORATION
[EXECUTED BY:
ATTEST:]
