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EXHIBIT 10.27.1
DATED 30 JUNE 2000
INDUSTRIAL PROPERTY INVESTMENT FUND
UNIFORM TUBES-EUROPE
LEASE
OF
XXXX X0, XXXXXXXXX XXXXXXXX XXXX,
XXXXXXXXX, CHADDERTON
[MACFARLANES LOGO]
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CONTENTS
CLAUSE PAGE
1 Definitions and interpretation 1
2 Demise 6
3 Rents 6
4 Tenant's covenants 8
5 Landlord's covenants 20
6 Insurance 20
7 General provisions 24
8 Surety 26
SCHEDULES
1 The Premises
2 Rights Granted
3 Rights excepted and reserved
4 Incumbrances
5 Rent Review
6 Service Charge
7 Surety
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SUMMARY
Premises : Xxxx X0, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxx,
Chadderton
Landlord : Industrial Property Investment Fund
Tenant : Uniform Tubes-Europe
Date of lease : 30 June 2000
Term : A term of years commencing on the Term
Commencement Date and expiring 23 July 2018
Term Commencement Date : 30 June 2000
Initial rent : Fifteen Thousand Pounds (L.15,000)
Rent Commencement Date : 30 July 2000
Review Dates: : 24 July in the years 2003, 2008 and 2013
Permitted Use : uses within Classes B1(c), B2 or B8 of the
Schedule to the Town and Country Planning
(Use Classes) Order 1987 (as enacted at the
date of this Lease).
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[STAMP]
LEASE
DATE 30 June 2000
PARTIES
1 INDUSTRIAL PROPERTY INVESTMENT FUND ACTING BY ITS GENERAL PARTNER LEGAL
& GENERAL PROPERTY PARTNERS (INDUSTRIAL FUND) LIMITED (Registered No.
03431928) having its registered office at Xxxxxx Xxxxx, 00 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX ("the Landlord").
2 UNIFORM TUBES-EUROPE (Registered No. FC017476) of Xxxx X0 Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Chedderton, Manchester M24 1GS ("the
Tenant").
THIS DEED WITNESSES
1 DEFINITIONS AND INTERPRETATION
1.1 In this Lease and in the Schedules the following words and
expressions shall have the following meanings unless the
context requires otherwise:-
THE 1954 ACT: the Landlord and Xxxxxx Xxx 0000;
THE 1995 ACT: the Landlord and Tenant (Covenants) Xxx 0000;
THE CAR PARKING SPACES: the car parking spaces shown edged red
and coloured xxxxx on the Plan;
THE COMMON PARTS: any part or parts of the Estate available
for use in common by the Landlord and all other
owners/occupiers of the units on the Estate including (without
prejudice to the generality of the foregoing) roads, hard
standing, parking and landscaped areas, footpaths, lighting
equipment, Conducting Media and signs;
THE CONDUCTING MEDIA: any existing or future media for the
passages of substances
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or energy and any ancillary apparatus attached to them and any
enclosure for them not exclusively serving any premises
demised or to be demised to other owners/occupiers of the
units on the Estate;
THE ESTATE: the land situate at Brookside Business Park,
Greengate, Chadderton shown edged blue on the Plan;
THE INDEPENDENT SURVEYOR: a surveyor appointed by agreement
between the parties or, in the absence of agreement, appointed
on the request of either party by the President for the time
being of the Royal Institution of Chartered Surveyors;
THE INSURED RISKS: fire, xxxxx, xxxxxxx, flood, earthquake,
lightning, explosion, impact, aircraft (other than hostile
aircraft) and other aerial devices and articles dropped from
them, riot, civil commotion, malicious damage, subsidence,
terrorism and bursting or overflowing of watertanks, apparatus
and pipes (but excluding any risks in respect of which from
time to time insurance is not available in the normal market
at a reasonable premium);
THE LANDLORD: the party so described at the head of this Lease
and, where the context so admits, the person for the time
being entitled to the reversion immediately expectant on the
determination of the Term;
OUTGOINGS: all existing and future rates, taxes, duties,
charges, assessments, charges for gas, electricity, telephone
and other services and outgoings whatsoever (whether or not of
a capital or non-recurring nature);
THE PERMITTED USE: the permitted use specified in the summary;
THE PLANNING LEGISLATION: the Town and Country Planning Xxx
0000, the Planning (Listed Buildings and Conservation Areas)
Xxx 0000, the Planning (Hazardous Substances) Xxx 0000, the
Planning (Consequential Provisions) Xxx 0000 and the Planning
and Compensation Xxx 0000;
THE PREMISES: the property demised by this Lease and described
in Schedule 1;
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THE PRESCRIBED RATE: the rate of 3 per cent per annum above
the base rate of The Royal Bank of Scotland plc;
THE PRESIDENT: the President for the time being of the Royal
Institution of Chartered Surveyors;
RENTS: the rents reserved by Clause 3;
THE RENT COMMENCEMENT DATE: the date specified in the summary;
REVIEW DATE: the dates specified in the summary;
THE SERVICE CHARGE: the total cost to the Landlord in any
Service Charge Year of the items specified in Part 3 of
Schedule 6;
THE SERVICE CHARGE PERCENTAGE: such percentage as shall be
determined in accordance with paragraph 4 of Part 1 of
Schedule 6;
THE SERVICE CHARGE RENT: the Service Charge Percentage of the
Service Charge;
SERVICE CHARGE YEAR: a calendar year expiring an 31 December
or on such other date as shall from time to time be advised to
the Tenant in writing;
THE TENANT: the party so described at the head of this Lease
and, where the context so admits, its successors in title;
THE TERM: the term specified in the summary and shall include
any extension or continuation whether pursuant to statute or
otherwise;
VAT: value added tax;
THE YEARLY RENT: the rent reserved by Clause 3.1.
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1.2 Words importing:-
1.2.1 the singular include the plural and vice versa;
1.2.2 one gender include all other genders.
1.3 Unless the context requires otherwise, references:-
1.3.1 to persons include firms, companies and corporations
and vice versa; and
1.3.2 to a Schedule or Clause are references respectively
to a Schedule to or a Clause of this Lease.
1.4 The summary (save as otherwise expressly provided), list of
contents and headings in this Lease are included for
convenience only and shall not affect its interpretation.
1.5 Where any party to this Lease comprises two or more persons
any obligations on the part of that party contained or implied
in this Lease shall be deemed to be joint and several
obligations on the part of those persons and references to
that party shall include references to each or any of those
persons.
1.6 A reference to:-
1.6.1 any statute or statutory section shall be taken to
include a reference to any statutory amendment,
modification or re-enactment of it for the time being
in force;
1.6.2 any statute or statutory section, or generally to
statutes or legislation, shall be taken to include
every instrument, order, direction, regulation,
bye-law, permission, licence, consent, condition,
scheme or other such matter made under or pursuant to
it or them.
1.7 Any covenant by the Tenant not to do or omit to do any act or
thing shall include an obligation not to permit or suffer that
act or thing to be done or omitted to be done.
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1.8 References to any right of the Landlord to have access to or
entry upon the Premises shall be construed as extending to all
persons authorized by the Landlord, and as entitling the
Landlord and those persons to enter with or without plant or
equipment.
1.9 While this Lease is an underlease or subservient to a superior
leasehold interest:-
1.9.1 where it is provided that the consent or approval of
the Landlord is required, there shall be implied a
requirement for the consent or approval of all
superior landlords, whose discretion in deciding
whether or not to give it shall be unfettered; and
1.9.2 any indemnity or reservation of a right in favour of
the Landlord shall also be deemed to be in favour of
all superior landlords.
1.10 References to insurance moneys being irrecoverable shall be
construed as meaning moneys irrecoverable for any reason
whatever, including, without limitation, because any relevant
insurance policy has been vitiated or because it was not
practicable to effect such a policy.
1.11 Unless the context requires otherwise, references to:-
1.11.1 "loss" shall be construed as including all
liabilities properly incurred, all damage and loss
suffered, all claims, demands, actions and
proceedings made or brought, and all proper costs,
disbursements and expenses incurred;
1.11.2 "breach" of any provision shall be construed as
including any failure to observe or perform the
provision in question;
1.11.3 "the termination of the Term" mean the termination of
the Term by surrender, forfeiture, effluxion of time
or by any other means whatever;
1.11.4 "a due proportion" mean a due and fair proportion
determined from time to time by the Landlord, whose
decision shall be final and binding on the Tenant in
the absence of manifest error;
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1.11.5 "any default of the Tenant" shall be construed as
including any act, default or omission of the Tenant
or of any undertenant or of any person on the
Premises with the express or implied consent of the
Tenant or any undertenant.
2 DEMISE
2.1 TERM
The Landlord demises to the Tenant the Premises for the Term.
2.2 RIGHTS GRANTED
The Landlord grants to the Tenant the rights set out in
Schedule 2, which are exercisable in common with the Landlord
and all others entitled to them.
2.3 RIGHTS EXCEPTED AND RESERVED
The rights set out in Schedule 3 are excepted and reserved in
favour of the Landlord and all others authorized by the
Landlord.
2.4 INCUMBRANCES
The tenancy created by this Lease is subject to the matters
referred to in Schedule 4 and the Tenant covenants to comply
with all obligations arising from those matters (save as to
payment of rents and so far only as the same relate to the
Premises).
3 RENTS
The following rents are reserved and payable by the Tenant to the
Landlord:-
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3.1 YEARLY RENT
A yearly rent of:-
3.1.1 from and including the Rent Commencement Date until
the first Review Date Fifteen Thousand Pounds
(L.15,000); and then
3.1.2 from and including the first Review Date for the
remainder of the Term the revised yearly rent
ascertained in accordance with the provisions of
Schedule 5,
such yearly rent throughout the Term being payable
(if required, by bank standing order or credit
transfer to a bank account nominated by the Landlord)
by four equal instalments in advance on the usual
quarter days in every year, the first payment in
respect of the period commencing on and including the
Rent Commencement Date and ending on the day before
the following quarter day to be made on the Rent
Commencement Date.
3.2 INSURANCE RENT
On demand, by way of further rent, an amount equal to the
costs and expenses (including insurance valuation fees) which
the Landlord from time to time properly incurs in effecting
and maintaining insurance pursuant to Clause 6.1.
3.3 SERVICE CHARGE RENT
By way of further rent, the Service Charge Rent calculated and
payable in accordance with the provisions of Schedule 6, the
first payment of the Service Charge Rent in respect of the
period from the date of this Lease to the next ensuing quarter
day to be made on today's date.
3.4 ADDITIONAL RENT
By way of further rent, interest and all other sums whatever
payable by the Tenant to the Landlord under the provisions of
this Lease.
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3.5 VAT RENT
The VAT which from time to time is or may be chargeable on the
other rents reserved by this Lease.
4 TENANT'S COVENANTS
The Tenant covenants with the Landlord to comply with the following
obligations throughout the Term:-
4.1 PAYMENT OF RENTS
The Tenant shall pay the Rents without any deduction, set-off
or counterclaim.
4.2 INTEREST IN DEFAULT
Without prejudice to any other remedies of the Landlord, if
any payment of the Yearly Rent is made more than 7 days after
the due date for payment or any other sums payable by the
Tenant to the Landlord under the provisions of this Lease is
made more than 14 days after the due date for payment, the
Tenant shall pay to the Landlord on demand interest calculated
on a daily basis on the unpaid rents or other sums at the
Prescribed Rate in respect of the period from the due date
until the date when they are paid.
4.3 OUTGOINGS
4.3.1 The Tenant shall pay and discharge all Outgoings
payable at any time in respect of the Premises or any
part of them.
4.3.2 The Tenant shall pay and discharge, or repay to the
Landlord on demand, a due proportion of any Outgoings
payable in respect of any property of which the
Premises form part.
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4.3.3 The Tenant shall indemnify the Landlord against any
loss of void rate relief applicable to the Premises
after the termination of the Term as a result of
relief being allowed to the Tenant or any undertenant
or other permitted occupier in respect of any period
before the termination of the Term.
4.4 VAT
The Tenant shall, in addition to any rents or other payments
payable to the Landlord pursuant to the provisions of this
Lease, upon receipt of a valid VAT invoice where applicable,
pay to the Landlord any VAT chargeable on those rents and
payments and on any payment by the Landlord which the Tenant
is required to reimburse to the Landlord, the Tenant
acknowledging that all such rents and other payments have
been computed on a VAT exclusive basis.
4.5 REPAIRS, CLEANING AND DECORATION
4.5.1 The Tenant shall keep the Premises in good and
substantial repair and in a clean and tidy condition,
except where the damage is due to any of the Insured
Risks, (save to the extent that any insurance money
in respect of the damage is irrecoverable as a result
of any default of the Tenant).
4.5.2 The Tenant shall:-
4.5.2.1 in the year 2002 and thereafter in every
third year of the Term, wash down and
decorate the outside of the Premises;
4.5.2.2 in the year 2003 and thereafter in every
fifth year of the Term, decorate the inside
of the Premises; and
4.5.2.3 during the last year of the Term decorate
both outside and inside;
in a good and workmanlike manner with good quality
materials and (in relation to the decorating carried
out pursuant to Clauses 4.5.2.1 and Clause 4.5.2.3)
in such colours as the Landlord may approve (such
approval not to be unreasonably withheld or delayed).
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4.6 LANDLORD'S RIGHTS OF ENTRY
The Tenant shall permit the Landlord at all reasonable times
and on reasonable notice of not less than 48 hours (except in
emergency) to enter (and if necessary, to break and enter) the
Premises:-
4.6.1 to examine and record the condition of the Premises;
4.6.2 to inspect and carry out works of construction,
replacement, addition, alteration, maintenance or
repair to adjacent or nearby property or to
Conducting Media serving the Premises or any adjacent
or nearby property;
4.6.3 for the purpose of valuing or disposing of any
interest of the Landlord or any superior landlord,
including without limitation in order to place a
notice for reletting or selling the Premises in such
position as the Landlord reasonably determines;
4.6.4 to exercise any of the rights excepted and reserved
by this Lease;
4.6.5 to remedy any breach of the Tenant's obligation in
this Lease;
4.6.6 to comply with its obligations under this Lease or
any superior leases, or for any other purpose
connected with the interest of the Landlord in the
Premises.
Provided that the Landlord shall cause as little
damage and disturbance as reasonably practicable, and
shall make good all damage caused to the Premises by
such entry as soon as practicable.
4.7 LANDLORD'S RIGHT TO REMEDY BREACHES OF COVENANT
4.7.1 The Landlord may serve on the Tenant a notice
specifying any breaches of covenant or repairs for
which the Tenant is responsible under the terms of
this Lease and requiring the Tenant to remedy the
breaches and execute repairs.
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4.7.2 Clause 4.7.3 applies:-
4.7.2.1 if, after service of a notice by the
Landlord under Clause 4.7.1:-
(i) the Tenant does not forthwith
commence and then diligently
proceed to remedy the breaches and
execute repairs; or
(ii) having begun to remedy the breaches
and carry out repairs, the Tenant
does not complete the remedying of
breaches and carrying out of
repairs within such period as may
reasonably be specified in the
notice;
4.7.2.2 in any event, in case of emergency.
4.7.3 The Landlord may enter the Premises in exercise of
its rights in Clause 4.6.5 in order to stop or remedy
the breaches and execute repairs and the Tenant shall
on demand pay to the Landlord as a debt the costs
incurred in stopping and remedying the breaches of
covenant and executing repairs following such entry,
together with interest at the Prescribed Rate in
respect of the period from the date on which the
costs are incurred to the date of payment by the
Tenant.
4.8 DEFECTS IN THE PREMISES
As soon as the Tenant becomes aware, or ought reasonably to
become aware, of any defect in the Premises the Tenant shall
give the Landlord written notice of it.
4.9 DISPOSALS
4.9.1 The Tenant shall not assign, hold on trust for
another, underlet or charge, nor part with or share
the possession or occupation of, nor grant licences
or franchises to use or occupy, the whole or any part
of the Premises for all or any part of the Term.
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4.9.2 Notwithstanding Clause 4.9.1 and subject to
compliance with the succeeding provisions of this
Clause 4.9:-
4.9.2.1 the Tenant may with the written consent of
the Landlord (which shall not be
unreasonably withheld or delayed) assign,
underlet or charge the whole (but not part)
of the Premises;
4.9.2.2 the Tenant may share occupation of the
Premises with a company which is a member of
the same group as the Tenant (within the
meaning of Section 42 of the 1954 Act):-
(i) only for so long as both companies
remain members of that group; and
(ii) only in a way that does not create
or transfer a legal estate; and
(iii) provided that the Tenant gives
prior written notice to the
Landlord of such sharing and
written notice to the Landlord when
such sharing ceases.
4.9.3 For the purposes of Section 19(lA) of the Landlord
and Xxxxxx Xxx 0000, the Landlord may withhold its
licence to an assignment if any of the circumstances
set out in Clause 4.9.4 applies and may grant such
licence subject to any or all of the conditions set
out in Clause 4.9.5 (but without prejudice to the
Landlord's right to withhold licence in other
circumstances or to grant it subject to other
conditions if it would be reasonable to do so).
4.9.4 The circumstances referred to in Clause 4.9.3 in
which the Landlord is entitled to withhold its
licence to an assignment are as follows:-
4.9.4.1 there is at the time of the application for
licence any material subsisting breach of
the Tenant's obligations under this Lease;
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4.9.4.2 the proposed assignee is not a person who in
the Landlord's reasonable opinion is likely
to be able to comply with the obligations of
the Tenant under this Lease;
4.9.4.3 the proposed assignee is a member of the
same group as the Tenant (within the meaning
of Section 42 of the 1954 Act).
4.9.5 The conditions referred to in Clause 4.9.3 subject to
which the Landlord is entitled to grant its licence
to an assignment are as follows:-
4.9.5.1 the Tenant wishing to assign this Lease
("the outgoing tenant") enters into an
authorised guarantee agreement within the
meaning of the 1995 Act in respect of the
performance by the assignee of the Tenant's
obligations contained in this Lease,
including the provisions set out in Schedule
7 but omitting paragraph 1.1.3;
4.9.5.2 such other persons as the Landlord
reasonably requires guarantee the
performance by the assignee of the Tenant's
obligations contained in this Lease,
including the provisions of Schedule 7 (but
referring in paragraph 1.l.3 to the
assignee);
4.9.5.3 the licence to assign shall contain a
covenant by the assignee directly with the
Landlord to pay the Rents and otherwise
comply with the provisions of this Lease
until the assignee is released from its
obligations under this Lease by virtue of
the 0000 Xxx.
4.9.6 Every licence for any underlease and for the
assignment of any underlease shall contain a covenant
by the underlessee or assignee (as the ease may be)
directly with the Landlord to comply with the
provisions of this Lease (save as regards the payment
of the Rents but including a covenant in terms
similar to this covenant) until the underlessee or
assignee (as the case may be) is released from its
obligations under the underlease by virtue of the
0000 Xxx.
4.9.7 Any underlease permitted by this Clause 4.9 shall:-
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4.9.7.1 be at a rent not less than the full market
rental at the time of the grant of the
underlease (without the payment of any fine
or premium or other consideration) with
provision for upwards only rent reviews on
the same dates and the same terms as
provided for in this Lease;
4.9.7.2 contain a covenant in the same terms as this
Clause 4.9, with such modifications as the
circumstances may require (including a
requirement that the prior written consent
of the Landlord under this Lease be obtained
to any assignment of the underlease or any
sub-underletting);
4.9.7.3 otherwise impose covenants on the part of
the parties to the underlease and other
provisions in the form of the covenants and
provisions contained in this Lease with such
variations only as are necessary to reflect
the fact that the letting is an underlease;
4.9.7.4 be subject to a court order excluding the
provisions of Sections 24 to 28 of the 1954
Act from the tenancy created by the
underlease.
4.9.8 The Tenant shall take all necessary steps and
proceedings to remedy any breach of the covenants of
the undertenant under any underlease, and shall not
waive it and the Tenant shall not vary or waive the
provisions of any underlease.
4.9.9 Within one month after any disposition the Tenant
shall produce to the Landlord's solicitors a
certified copy of the document giving effect to such
disposition, and pay to them a registration fee of
L.25.
4.10 ALTERATIONS
4.10.1 The Tenant shall not:-
4.10.1.1 commit waste of any kind on the Premises;
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4.10.1.2 make any alterations or additions to the
structure or exterior of the Premises or any
part of them;
4.10.1.3 remove any parts of the Premises.
4.10.2 Without prejudice to the absolute prohibitions
contained in Clause 4.10.1, the Tenant shall not make
any other alterations or additions to the Premises
unless the prior written consent of the Landlord is
obtained (which consent shall not be unreasonably
withheld).
4.10.3 The Tenant shall not install or erect or use any
floodlighting at or affixed to the Premises save for
such security lighting as the Landlord may approve
(such approval not to be unreasonably withheld or
delayed).
4.10.4 The Landlord may as a condition of giving any consent
for alterations, additions or other works (the
"Works") require the Tenant to enter into such
covenants with the Landlord as the Landlord may
reasonably require relating to the carrying out of
the Works and as the Landlord may reasonably require
relating to their reinstatement.
4.11 TOWN PLANNING
4.11.1 The Tenant shall not commit any breach of planning
control (that term being construed as it is used in
the Planning Legislation) and shall comply with the
provisions of the Planning Legislation in relation to
the Premises.
4.11.2 The Tenant shall not apply for any planning
permission under the Planning Legislation without the
prior consent in writing of the Landlord.
4.11.3 Immediately after the grant of any planning
permission in respect of the Premises the Tenant
shall deliver a copy of it to the Landlord.
4.11.4 The Tenant shall not carry out any operations or
change of use on the Premises until the Landlord has
acknowledged that every necessary planning permission
is acceptable to it.
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4.11.5 Unless the Landlord directs otherwise in writing, the
Tenant shall carry out before the termination of the
Term any works required to be carried out to the
Premises as a condition of any planning permission
which may have been granted during the Term and
implemented by the Tenant or any other person,
whether or not the date by which the planning
permission requires such works to be carried out
falls within the Term.
4.12 USE
4.12.1 The Tenant shall not use the Premises otherwise than
for the Permitted Use.
4.12.2 The Tenant shall not do anything which may be or
become or cause a nuisance or cause damage to the
Landlord or any owner or occupier of any adjacent
or nearby property or to the Estate or any Conducting
Media.
4.12.3 The Tenant shall not use or occupy the Premises or
any part of them:-
4.12.3.1 for any immoral or illegal act or purpose;
4.12.3.2 for any harmful, offensive, noisy,
objectionable or dangerous trade, business
or occupation.
4.12.4 The Tenant shall comply with any reasonable
regulations which the Landlord may from time to time
set out in relation to the Premises or the Estate as
are consistent with the principles of good estate
management.
4.13 LEGISLATION
The Tenant shall comply in all respects with all requirements
from time to time relating to the Premises and the use of them
imposed by:-
4.13.1 any legislation, whether public or local (including
without limitation directly applicable European Union
law);
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4.13.2 any government department, local authority or other
public or competent authority; and
4.13.3 any court of competent jurisdiction;
whether the requirements are imposed on the Landlord
or the Tenant or the occupier.
4.14 DANGEROUS AND CONTAMINATIVE MATERIALS
4.14.1 The Tenant shall not keep or use in or near the
Premises any dangerous, contaminative or other
materials which might cause harm to any person or
land without the consent of the Landlord
4.14.2 The Tenant shall comply with any condition which the
Landlord, acting reasonably, may impose in connection
with the grant of its consent pursuant to Clause
4.14.1
4.14.3 If there is any breach of the obligations in Clause
4.14.1 or Clause 4.14.2, the Tenant shall remove all
trace of the material from the affected land.
4.15 COPIES OF NOTICES
If the Tenant receives any notice or any order or proposal of
any kind in relation to the Premises it shall:-
4.15.1 immediately supply a copy of the notice, order or
proposal to the Landlord at the Tenant's cost;
4.15.2 at the Tenant's cost comply with it (unless required
by the Landlord not to do so); and
4.15.3 if required by the Landlord (but at the cost of the
Landlord except where such objections or
representations are required as a result of the
Tenant's default, in which case such costs shall be
borne by the Tenant), make, or join with the
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Landlord in making, such objections or
representations in respect of it as the Landlord may
require.
4.16 ADVERTISEMENTS
Save for such other notices as the Landlord may in its
reasonable discretion approve the Tenant shall not display on
the outside of the Premises or any part of them (or on the
inside of the Premises so as to be visible from the outside of
the Premises) any sign or advertisement, except a notice (the
location, size and design of which has first been approved by
the Landlord in writing) showing the name of the Tenant and of
any permitted undertenant or other permitted occupier.
4.17 ENCROACHMENTS
4.17.1 The Tenant shall not stop up, darken or obstruct any
windows or lights belonging to the Premises.
4.17.2 The Tenant shall take all necessary steps to prevent
any encroachment being made against or new easement
acquired over the Premises and shall notify the
Landlord immediately upon becoming aware of the
making or acquisition (or attempted making or
acquisition) of any such encroachment or easement.
4.18 YIELDING UP
At the termination of the Term the Tenant shall yield up the
Premises:
4.18.1 with vacant possession in the state and condition
required by the Tenant' covenants contained in this
Lease; and
4.18.2 (except to the extent requested not to do so by the
Landlord) fully reinstated to the condition they were
in prior to the execution of any works carried out by
the Tenant during or before the Term and shall make
good all consequential damage to the satisfaction of
the Landlord.
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4.19 FEES
The Tenant shall pay to the Landlord and indemnify it against
all reasonable and proper costs, charges and expenses
(including, without limitation, professional advisers' and
bailiffs' costs and fees) incurred by the Landlord or any
superior landlord:-
4.19.1 in or in contemplation of any proceedings under
Sections 146 or 147 of the Law of Property Xxx 0000,
including the preparation and service of notice under
those sections (notwithstanding forfeiture is avoided
otherwise than by relief granted by the Court);
4.19.2 in the preparation and service of a schedule of
dilapidations at any time during or within 3 months
after the Term;
4.19.3 in connection with any breach of covenant by, or the
recovery of arrears of rent due from, the Tenant
under this Lease;
4.19.4 in respect of any application for consent required by
this Lease, whether the consent is granted or refused
or given subject to any lawful qualification or
condition or whether the application is withdrawn.
4.20 INDEMNITIES
The Tenant shall indemnify the Landlord in respect of all loss
arising as a consequence of:-
4.20.1 any default of the Tenant; or
4.20.2 any breach of the Tenant's covenants contained in
this Lease.
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5 LANDLORD'S COVENANTS
5.1 Subject to the Tenant paying the rents reserved by this Lease
and complying with its provisions, the Landlord shall permit
the Tenant to hold the Premises peaceably and without any
interruption by the Landlord or any person lawfully claiming
under or in trust for the Landlord.
5.2 Subject to the payment by the Tenant of the Service Charge
Rent, the Landlord shall use all reasonable endeavours to
perform the services set out in Part 2 of Schedule 6.
5.3 The Landlord shall pay the rent reserved by and observe and
perform the covenants on the part of the Tenant and the
conditions contained in a superior lease dated 20 March 1998
under which the Landlord holds its interest in the Estate
except insofar as the covenants fall to be observed and
performed by the Tenant by reason of the obligations on the
part of the Tenant contained in this Lease.
5.4 Upon reasonable written request and receipt of a suitable
indemnity from the Tenant (or the deposit of adequate
security) to use all reasonable endeavours to enforce against
the tenants of other Units a covenant entered into by such
Tenant a breach of which would cause a nuisance to the Tenant
or otherwise materially interfere with the Tenant's business.
6 INSURANCE
6.1 LANDLORD TO INSURE
6.1.1 Subject to any excesses, exclusions or limitations
required by the insurers, and to the provisions of
Clause 6.1.2, the Landlord shall insure and maintain
insurance against:-
6.1.1.1 loss or damage to the Premises by the
Insured Risks and such other risks as the
Landlord may from time to time reasonably
determine, for the following sums:-
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(i) the full reinstatement cost of the Premises
including, without limitation, architects',
surveyors' and other professional fees and
incidental expenses, the cost of shoring up,
demolition and site clearance and similar
expenses, and VAT on all the above;
(ii) loss of the Yearly Rent from time to time
for 3 years;
6.1.1.2 property owner's, employer's and public liability of
the Landlord arising out of or in connection with any
matter relating to the Premises.
6.1.2 The Landlord shall not be obliged to insure pursuant to Clause
6.1.1:-
6.1.2.1 any tenant's trade fixtures and fittings; and
6.1.2.2 to the extent that insurance is vitiated or is
unobtainable by reason of any default of the Tenant.
6.2 EVIDENCE OF INSURANCE
At the reasonable request of the Tenant the Landlord shall
produce evidence of the insurances effected pursuant to Clause
6.1 and of the payment of the last premium.
6.3 RENT SUSPENSION
If:-
6.3.1 the Premises or any part of them (other than tenant's trade
fixtures and fittings) are destroyed or damaged by any of the
Insured Risks and so become unfit for occupation and use or if
the Premises are rendered inaccessible due to damage or
destruction arising from subsidence to the bridge on the
Estate shown shaded in green on the Plan ("the Bridge"); and
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6.3.2 the insurance moneys are not rendered irrecoverable in whole
or in part as a result of any default of the Tenant,
then (subject to any excesses, exclusions or limitations on
the insurance against the loss of Yearly Rent effected by the
Landlord) the Yearly Rent, or a fair proportion of it
according to the nature and the extent of the damage
sustained, shall be suspended until the Premises are fit for
occupation and use or until the damage to the Bridge has been
remedied so as to restore access to the Premises, if earlier,
until the monies received by the Landlord in respect of loss
of rent insurance are exhausted. Any dispute regarding the
suspension of rent shall be determined by the Independent
Surveyor acting as an expert and not an arbitrator.
6.4 REINSTATEMENT
6.4.1 If the Premises or any part of them are destroyed or damaged
by any of the Insured Risks then, subject to Clauses 6.4.2 and
6.4.3, the Landlord shall as soon as reasonably practicable
use all monies paid by the insurers in respect of the Premises
(excluding sums in respect of loss of rent) in rebuilding,
repairing or otherwise reinstating the Premises.
6.4.2 If the insurance moneys are rendered irrecoverable in whole or
in part as a result of any default of the Tenant or if in
respect of any damage by Insured Risk excess is applicable
which the insurers are not liable to pay out on the insurance
claim:-
6.4.2.1 the Tenant shall pay to the Landlord on demand the
amount irrecoverable as a result of the default of
the Tenant and/or (as the case may be) the amount of
the excess not payable by the insurers; and
6.4.2.2 the Landlord shall not be obliged to comply with its
obligations under Clause 6.4.1 unless and until the
Tenant complies with Clause 6.4.2.1,
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6.4.3 The Landlord shall not be obliged to comply with its
obligations under Clause 6.4.1 unless and until it is able to
obtain any consents necessary to enable it to do so, or if it
is otherwise prevented from doing so by any other circumstance
beyond its reasonable control.
6.4.4 If the damage or destruction caused by an Insured Risk has not
been made good by the expiry of 3 years from its occurrence so
that the Premises or any part of them are still unfit for
occupation and use, then the Landlord or the Tenant may at any
time thereafter by not less than 2 months' notice served on
the other terminate this Lease, so that on the expiry of that
notice:-
6.4.4.1 the Term will come to an end, but without prejudice
to any rights that either party may have against the
other in respect of any previous breach of the
provisions of this Lease, and
6.4.4.2 all insurance monies payable under any such insurance
policy or policies (other than sums received in
respect of loss of rent) shall belong to the Landlord
absolutely.
6.5 INSURERS' REQUIREMENTS
The Tenant shall not do anything which may prejudice any
insurance policy in respect of the Premises or any adjacent or
nearby property, or cause the rate of premium under such
insurance to be increased, and the Tenant will at all times
comply with all requirements of the insurers.
6.6 FIRE PRECAUTIONS
6.6.1 The Tenant shall:-
keep the Premises supplied with such fire-fighting equipment
as the insurers and the competent fire authority and the
Landlord may require and maintain that equipment to the
satisfaction of all those persons; and
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6.6.2 not store inflammable, explosive or otherwise
dangerous substances or goods at the Premises or
obstruct the access to any fire equipment or the
means of escape from or over the Premises.
6.7 NOTICE BY TENANT
As soon as any damage caused by any of the Insured Risks
occurs, and as soon as there comes to the attention, or there
ought reasonably to come to the attention, of the Tenant any
occurrence which might affect any insurance policy relating to
the Premises or any adjacent or nearby property, the Tenant
shall forthwith give notice of the occurrence to the Landlord.
6.8 NO OTHER INSURANCE TO BE EFFECTED BY TENANT
The Tenant shall not effect any insurance over the Premises in
respect of any of the Insured Risks.
7 GENERAL PROVISIONS
It is agreed and declared as follows:-
7.1 FORFEITURE
7.1.1 Without prejudice to any other remedies of the
Landlord and any rights it may have against the
Tenant in respect of any breach of the provisions of
this Lease, if any one or more of the events listed
in Clause 7.1.2 occurs the Landlord may re-enter the
Premises or any part of them in the name of the whole
(even if any previous right of re-entry has been
waived), and the Term will then cease.
7.1.2 The events referred to in Clause 7.1.1 are as
follows:-
7.1.2.1 the rents reserved by this Lease or any part
of them being in arrears for 21 days after
becoming due (whether legally demanded or
not); or
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7.1.2.2 the Tenant at any time being in breach of any of the
provisions of this Lease; or
7.1.2.3 the Tenant:-
(i) becoming bankrupt; or
(ii) becoming subject to an interim order under
Section 252 of the Insolvency Xxx 0000; or
(iii) becoming subject to a voluntary arrangement
as defined in Section 253 of the Insolvency
Xxx 0000; or
(iv) having an interim receiver appointed under
Section 226 of the Insolvency Xxx 0000; or
(v) becoming subject to a winding up, either by
the Court or voluntarily (except for the
purpose of reconstruction or amalgamation
not involving any reduction of capital); or
(vi) having a receiver or administrative receiver
appointed in respect of the whole or any
part of its assets or undertaking; or
(vii) becoming subject to a proposal for a
voluntary arrangement; or
(viii) having made against it a petition for the
appointment of an administrator, or
(ix) being struck off the register of companies
under Section 652 of the Companies Xxx 0000;
or
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(x) having any distress or process of execution
levied on its goods; or
(xi) being the subject of any proceedings or
events analogous to those referred to in
paragraphs (i) to (x) above in any other
jurisdiction.
7.2 NO WARRANTY AS TO PLANNING
Nothing in this Lease shall be deemed to constitute any
warranty by the Landlord that the Premises or any part of them
are authorized under the Planning Legislation or otherwise for
use for any specific purpose.
7.3 NOTICES
Section 196 of the Law of Property Xxx 0000 shall apply to any
notice to be served on any of the parties under the terms of
or in connection with this Lease as if the notice were a
notice authorised by those Acts.
7.4 BREAK CLAUSE
7.4.1 The Tenant may determine this lease on 23 July 2003
or 23 July 2008 by serving on the Landlord not less
than 6 months' prior written notice to that effect.
7.4.2 This Lease shall only determine as a result of notice
served by the Tenant under Clause 7.4.1 if:-
7.4.2.1 that notice has been served strictly in
accordance with that clause;
7.4.2.2 on the intended date of determination the
Tenant gives vacant possession of the
Premises to the Landlord;
7.4.2.3 on the intended date of determine of the
Tenant has paid the Yearly Rents;
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7.4.2.4 on or before the intended date of
determination the Tenant pays to the
Landlord in addition to the other sums
payable under this Lease a sum equal to
three months' of the Yearly Rent payable on
the date of determination.
7.4.3 The Landlord may in its absolute discretion waive
compliance with all or any of the conditions set out
in Clause 7.4.
7.4.4 If the provisions of this Clause 7.4 are complied
with then upon the date specified in Clause 7.4.1
this Lease shall determine but without prejudice to
any right of action of the Landlord in respect of any
previous breach by the Tenant of this Lease.
7.4.5 Time is of the essence in respect of this Clause 7.4.
7.4.6 Any notice of determination served under this Clause
7.4 shall be irrevocable.
7.4.7 On the intended date of determination the Tenant
shall send to the Landlord the original of this Lease
and any other title documents to the Premises but it
is expressly acknowledged that any failure to comply
with this obligation does not affect determination of
this Lease.
7.5 SEVERABILITY
Each covenant and provision in this Lease shall be construed
as separate and independent so that in the event of any
invalidity, illegality or unenforceability of any covenant or
provision the remainder of the covenants and provisions in
this Lease shall not be affected.
7.6 CERTIFICATE FOR STAMP DUTY
The parties certify that there is no agreement for lease to
which this Lease gives effect.
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7.7 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No term of this Lease may be enforced solely by virtue of
section 1 Contracts (Rights of Third Parties) Xxx 0000.
Executed as a deed and delivered on the date set out at the head of
this Lease.
SCHEDULE 1
THE PREMISES
The land with the building erected on it known as Xxxx X0, Xxxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Chadderton, shown edged red for
identification purposes only on the plan annexed to this Lease,
including, without limitation, the Landlord's fixtures, fittings,
plant, machinery, apparatus and equipment now or at any time after the
date of this Lease in or on that land, and all additions, alterations
and improvements to that land carried out pursuant to the terms of this
Lease.
SCHEDULE 2
RIGHTS GRANTED
1 The right in common with the Landlord and all others similarly
entitled to pass and xxxxxx at all times and for all purposes
connected with the use and enjoyment of the Premises over the
estate roads and accessways' within the Common Parts provided
always that the accessways shall be used only for the purpose
of obtaining access to and egress from the Car Parking Spaces.
2 The right in common with the Landlord and all other similarly
entitled to pass and xxxxxx at all times and for all purposes
connected with the use and enjoyment of the Premises on foot
only along the pavements forming part of the Common Part
3 The right of free passage of water steam soil air gas
electricity and telephone communications from and to any part
of the Premises through the Conducting Media commonly used for
those purposes which are now or may in the future during the
period of 80 years after the date of this Lease be in upon or
under the Estate.
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4 With the consent of the Landlord (except in emergency) (such
consent not to be unreasonably withheld or delayed) the right
to enter the Estate and adjacent units with or without agents
workmen and others and with or without necessary appliances
and materials at all times and to erect scaffolding for the
purposes of maintaining repairing and cleansing the Premises
causing as little damage and disturbance as possible the
Tenant making good all damage that is caused to the retained
land and/or adjacent units.
SCHEDULE 3
RIGHTS EXCEPTED AND RESERVED
1 The right of free passage of water steam soil air gas
electricity and telephone communications from and to the
Estate through the Conducting Media commonly used for those
purposes which are now or may in the future during the period
of 80 years after the date of this Lease be in upon or under
the Premises.
2 With the consent of the Tenant (not to be unreasonably
withheld) the right to enter the Premises with or without
agents workmen and others and with or without necessary
appliances and materials at reasonable times for the purposes
of connecting into the Conducting Media and the services
referred to in paragraph 1 of this schedule and also for the
purposes of repairing maintaining testing cleansing and if
necessary renewing such services causing as little damage and
disturbance as possible to the Tenant and making compensation
for all damage that is done.
SCHEDULE 4
INCUMBRANCES
The matters contained or referred to in the Property and Charges
Registers of the Landlord's leasehold title registered at H.M. Land
Registry under title number GM 783329.
SCHEDULE 5
REVIEW OF THE YEARLY RENT
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1 RENT REVIEW
It is agreed that at each Review Date the Yearly Rent shall be
reviewed so that on and after each Review date the Yearly Rent
shall be the greater of:-
1.1 the Yearly Rent payable immediately before the Review Date in
question; and
1.2 the Open Market Rent as at that Review Date, as defined in
this Schedule, and as agreed between the parties (or
determined by the Independent Surveyor in the absence of
agreement between the parties, as provided below).
2 OPEN MARKET RENT
2.1 The Open Market Rent shall be the best yearly rent at which
the Premises might be expected to be let in the open market:-
2.1.1 for a term commencing on the relevant Review Date and
of a length equal to the unexpired residue of the
contractual term of this Lease as the relevant Review
Date or 10 years (whichever is longer);
2.1.2 as between a willing landlord and a willing tenant;
2.1.3 without the landlord taking a fine or premium;
2.1.4 as a whole;
2.1.5 with vacant possession;
2.1.6 upon the assumptions set out in paragraph 2.2;
2.1.7 disregarding the matters set out in paragraph 2.3;
2.1.8 by a lease in the same terms in all other respects as
this Lease (save as to the amount of the Yearly Rent
and any rent free period allowed to the Tenant, but
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including provisions for review of rent at the same
intervals and on the same terms as those of this
Lease).
2.2 It shall be assumed that at the relevant Review Date:-
2.2.1 the Premises are ready fit and available for
immediate occupation and use for the purpose or
purposes required by the willing tenant referred to
in paragraph 2.1.2, and that all the services
required for such occupation and use are connected to
the Premises;
2.2.2 no work has been carried out to the Premises by the
Tenant or by any undertenant or any of their
predecessors during the Term which has diminished the
rental value of the Premises;
2.2.3 if the Premises have been destroyed or damaged, they
have been fully restored;
2.2.4 the Premises are in good and substantial repair;
2.2.5 the covenants contained in this Lease on the part of
the Landlord and the Tenant have been fully observed
and performed;
2.2.6 no rent free or concessionary rental period would be
allowed to the willing tenant by the Landlord to
compensate for lack of use of the Premises during any
period in which fitting out works would be carried
out and that the rent would not be discounted to
reflect the absence of such a period.
2.3 There shall be disregarded:-
2.3.1 any effect on rent of the fact that the Tenant or any
undertenant or their respective predecessors in title
have been in occupation of the Premises;
2.3.2 any goodwill attached to the Premises by reason of
the carrying on there of the business of the Tenant
or any undertenant or their predecessors in title in
their respective businesses;
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2.3.3 any effect on rent of any improvements to the
Premises made with the Landlord's consent (where
required) by the Tenant or any undertenant, except
improvements carried out in pursuance of an
obligation to the Landlord or at the Landlord's
expense;
3 DETERMINATION BY THIRD PARTY
3.1 In the absence of agreement between the parties on the revised
Yearly Rent the question shall at the request of either of
them as soon as practicable be referred to the decision of the
Independent Surveyor, acting as an arbitrator.
3.2 The decision of the Independent Surveyor (including any
decision as to the costs of his determination) shall be final
and binding on both parties.
3.3 If before issuing his decision the Independent Surveyor dies
or is unable or unwilling to act then either party may apply
to the President for a substitute to be appointed in his
place.
3.4 The Tenant shall supply to the Landlord such information as
the Landlord may reasonably require and shall allow the
Landlord and its valuers and the Independent Surveyor access
to the Premises on giving not less than 24 hours' prior
written notice for the purpose of assessing the Open Market
Rent or otherwise giving effect to this Schedule 5.
4 WHERE THE REVIEW DATE IS NOT A QUARTER DAY
If the Yearly Rent payable after any Review Date is ascertained by that
date and that date is not a quarter day the Tenant shall on that
Review Date pay to the Landlord the amount by which one quarter's
Yearly Rent at the rate payable on the immediately preceding quarter
day is less than one quarter's Yearly Rent at the rate of the revised
Yearly Rent apportioned on a daily basis for that part of the quarter
during which the revised Yearly Rent is payable.
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5 DELAY IN ASCERTAINMENT OF REVISED YEARLY RENT
5.1 If the Yearly Rent payable after any Review Date has not been
ascertained by that date:-
5.1.1 the Yearly Rent payable immediately before the Review Date
shall continue to be paid until the revised Yearly Rent has
been ascertained the payments being on account of the Yearly
Rent due after the Review Date; and
5.1.2 within 14 days after the date when the revised Yearly Rent is
ascertained the Tenant shall pay to the Landlord:-
5.1.2.1 any shortfall between the Yearly Rent which would
have been paid on the Review Date and any subsequent
quarter days if the revised Yearly Rent had been
ascertained on or before the relevant Review Date and
the payments made by the Tenant on account; and
5.1.2.2 interest at 3 per cent below the Prescribed Rate in
respect of each instalment of the Yearly Rent due on
or after the relevant Review Date, on the amount by
which each such instalment which would have been
payable on the relevant Review Date or such quarter
day if the revised Yearly Rent had been ascertained
on or before the relevant Review Date exceeds the
amount paid on account, and such interest shall be
payable for the period from the date upon which the
instalment was due up to the date of payment of the
shortfall.
6 RENT RESTRICTIONS
If on any Review Date there is in force any statutory restriction on
the amount of the Yearly Rent or on a review of it, the Landlord may
upon any modification or removal of that restriction serve on the
Tenant a notice to the effect that on the day following the
modification or removal there shall be a Review Date (and the
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provisions of this Schedule shall then apply to that Review Date), but
without prejudice to the review due on the immediately following Review
Date.
7 RENT REVIEW MEMORANDUM
The Landlord and Tenant shall within 28 days of its ascertainment at
their joint expense sign and exchange a memorandum recording the
revised Yearly Rent.
SCHEDULE 6
SERVICE CHARGE PROVISIONS
PART 1
OPERATIVE PROVISIONS
1 The Tenant shall pay to the Landlord the Service Charge Rent as
provided by this Part l.
2 The Service Charge Rent shall be payable by four equal preliminary
payments in advance on the usual quarter days in every year, each of
such preliminary payments being such sum as the Landlord shall in its
reasonable discretion demand, being one quarter of the anticipated
annual Service Charge Rent for the current year (and so in proportion
for any part of the year) as adjusted under paragraph 3.
3 The Landlord shall as soon as practicable after the end of each Service
Charge Year submit to the Tenant a statement duly certified by the
Landlord's surveyor giving full details of the Service Charge for that
Service Charge Year and if the Service Charge Rent shall be more or
less than the total of the four preliminary payments (or the grossed-up
yearly equivalent of such payments if made for any period of less than
a year) then any sum due to or payable by the Landlord by way of
adjustment in respect of the Service Charge Rent shall forthwith be
paid by the Tenant or credited against the Tenant's future Service
Charge Rent liabilities as the case may be.
4 The expression the Service Charge Percentage shall mean in relation to
the Service
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Charge the proportion which is attributable to the Premises as
determined by the Landlord in its reasonable discretion calculated
primarily on a comparison of the area of the buildings on the Premises
with the areas of the buildings on the Estate let or capable of being
let by the Landlord, provided that in the event of such calculation
being inappropriate having regard to the nature of the expenditure
incurred or the parts of the Estate benefited by it or otherwise the
Landlord shall be at liberty in its reasonable discretion to adopt such
other method of calculation of the Service Charge Percentage as shall
be fair and reasonable in the circumstances (including if appropriate
the attribution of the whole of such expenditure to the Premises).
5 In no event shall the Service Charge Percentage be increased or altered
by reason that at any relevant time any part of the Estate may be
vacant or be occupied by the Landlord or that any tenant or other
occupier of another part of the Estate may default in payment of its
percentage of the Service Charge.
6 The Tenant shall not be entitled to object to the Service Charge Rent
(or any item comprised in it) on any of the following grounds:-
6.1 the inclusion in the following year of any item of expenditure
or liability omitted in good faith from the Service Charge for
the preceding year;
6.2 an item of Service Charge included at a proper cost might have
been provided or performed at lower cost;
6.3 the manner in which the Landlord exercises its discretion in
providing services so long as the Landlord acts in good faith
and in accordance with the principles of good estate
management.
7 In the event that the Landlord shall be required during any year of the
Term to incur heavy or exceptional expenditure which forms part of the
Service Charge the Landlord shall be entitled to recover from the
Tenant the Service Charge Percentage of that expenditure on the quarter
day next following.
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PART 2
SERVICES TO BE PROVIDED BY THE LANDLORD
1 The maintenance, amendment, repair, renewal, cleansing, decorating,
painting and otherwise keeping in good and substantial condition of the
Common Parts, provided that the Landlord shall not be liable to the
Tenant for any defects or want of repair unless the Landlord has had
notice of them.
2 The repair, renewal, replacement, cleansing and maintenance in good
working order and repair of the equipment, apparatus and appliances (if
any) in the Common Parts including (without prejudice to the generality
of the foregoing) the Conducting Media, meters, the water systems,
tanks and reservoirs, barriers, the electrical installation and light
fittings and the hose reels and other fire fighting appliances of the
Common Parts which the Landlord may reasonably deem desirable or is
required to provide by statute or local authority regulations or by its
insurers.
3 Keeping the Common Parts adequately lighted.
4 Grassing and tending and keeping tidy and planting with such flora,
trees and shrubs as the Landlord shall reasonably deem to be
appropriate the landscaped areas on the Estate where not included in
any demise to individual tenants or occupiers.
PROVIDED ALWAYS that the Landlord may from time to time withhold, add
to, extend, vary or make any alterations in the rendering of the said
services or any of them as the Landlord deems desirable so to do in the
interests of good estate management.
PART 3
COSTS AND EXPENSES
The charges and expenses comprised in the Service Charge are as follows:-
1 The cost of providing and performing the services specified in Part 2
of this Schedule 6.
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2 All Outgoings payable by the Landlord in respect of the Common Parts
except insofar as the Tenant or any other occupier of the Estate may be
liable for the same under the terms of this Lease or its lease or
occupation.
3 Insurance premiums in respect of the insurance of the Common Parts and
for third party and public liability and any other risks relating to
the management of the Estate and the provision of services to it in so
far as such premiums are not included in the insurance rent reserved by
Clause 3.2.
4 The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with, making representations against or
otherwise contesting the incidence of the provisions of any legislation
concerning town planning, public health, highways, streets, drainage or
other matters relating or alleged to relate to the Estate for which the
Tenant is not directly liable under this Lease.
5 The cost of enforcing or attempting to enforce against any owner or
occupier of adjoining or neighbouring premises the payment of any
contribution towards anything used in common with the Estate.
6 The cost of operating, maintaining, testing, repairing, modifying or
renewing a fire alarm system for the Common Parts (including where
appropriate a direct link with the fire brigade), and in addition fire
fighting equipment in and for the Common Parts.
7 The cost of complying with the obligations pursuant to the matters set
out or referred to in Schedule 4 where those obligations fall on the
Landlord.
8 A fair and reasonable contribution towards the expense of repairing,
renewing and maintaining all sewers, drains, pipes, watercourses,
Estate nameboard or other conveniences which may belong to or be used
by the occupiers of the Estate in common with other premises near or
adjoining it and not forming part of the Premises.
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9 Such costs (if any) of the provision of staff for the efficient
management of the Estate including, but not limited to wages,
insurance, health, pension and other payments and all other expenditure
relating to such employment and the supplying of uniforms, equipment
and any necessary accommodation for such staff.
10 The cost of providing, maintaining and renewing name boards and signs
at the entrances and other parts of the Estate.
11 The cost of providing and maintaining any receptacles for refuse for
the Estate and the cost of collecting, storing and disposing of refuse.
12 The cost of executing any works as are or at any time during the Term
shall, under or by virtue of any enactment for the time being in force
or by any local or other competent authority, be directed or required
to be done or executed in respect of the Estate and for which none of
the occupiers of the Estate is liable.
13 The proper and reasonable fees of the Landlord and/or the Landlord's
agents in respect of the general supervision and management of the
Estate.
14 Bank charges and interest on proper overdrawings in respect of any
separate bank account maintained by the Landlord or its agents for
discharging expenditure comprised within the Service Charge after
giving credit for any interest earned (net of any tax).
15 (If the Landlord so desires) the establishment and maintenance of a
reserve fund based on the principles of good estate management to cover
prospective and contingent costs of carrying out works, repairs and
other items referred to in this Part 3 to the intent (so far as may
reasonably be practicable) that the charge for such items made to the
Tenant and other tenants and occupiers of the Estate shall be
progressive and cumulative rather than irregular.
16 The costs of providing any other service or amenity or matter which the
Landlord in its reasonable discretion shall think proper for the better
and more efficient management and/or use of the Estate and the Common
Parts or for the comfort and convenience of the generality of the
tenants and their agents, servants and invitees visiting the Estate.
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17 VAT payable in respect of any of the charges and expenses referred to
in the other paragraphs of this Part 3.
PROVIDED THAT the costs of any remedial works necessary on the Estate
in relation to defective surface water drainage and damage caused by
sub-terranean streams and in connection with any methane gas escape or
build-up will not be recoverable from the Tenant under the provisions
of this Lease or otherwise.
SCHEDULE 7
SURETY
1 SURETY'S GUARANTEE
1.1 The Surety, as primary obligor (and not merely as guarantor),
covenants with and guarantees to the Landlord (until such time
as the Tenant is released from its covenants pursuant to the
1995 Act):-
1.1.1 that the Tenant will pay the rents reserved by this
Lease and comply with all its provisions; and
1.1.2 to indemnify the Landlord against, and pay on demand
and make good to the Landlord, all loss sustained by
the Landlord as a result of any breach by the Tenant
of the provisions of this Lease; and
1.1.3 that the Tenant will comply with the provisions of
any authorised guarantee agreement which it gives
with respect to the performance by an assignee of
this Lease of the obligations of the tenant contained
in this Lease.
1.2 The Surety's obligations contained in paragraph 1.1 shall
apply notwithstanding and shall not be released or affected
by:-
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1.2.1 any neglect or forbearance of the Landlord in
endeavouring to obtain payment of the rents reserved
by this Lease as and when they become due; or
1.2.2 any failure or delay of the Landlord in taking
proceedings or any other steps to enforce compliance
with the provisions of this Lease by the Tenant or
the Surety; or
1.2.3 any time which may be given by the Landlord to the
Tenant or the Surety; or
1.2.4 any other act or omission, matter or thing which, but
for this paragraph 1.2, would cause the Surety's
obligations under paragraph 1.1 to be released wholly
or in part other than a release given under seal by
the Landlord.
1.3 DISCLAIMER
1.3.1 The Surety covenants with the Landlord that if:-
1.3.1.1 the Tenant becomes bankrupt or (if it is a
limited company) goes into liquidation; and
1.3.1.2 its trustee in bankruptcy or its liquidator
disclaims this Lease; and
1.3.1.3 within 3 months of the date of the
disclaimer the Landlord by written notice
requires the Surety to accept a lease of the
Premises for a term equal to the residue of
the Term unexpired at the date of the
disclaimer, at the same rent and subject to
the same covenants and conditions as are
contained in this Lease,
then the Surety shall accept such a lease, to take effect from
the date of the disclaimer, and shall execute and deliver to
the Landlord a counterpart of it, and shall pay all the
Landlord's reasonable costs with VAT on them incurred in
preparing and completing such lease.
1.3.2 The Surety covenants with the Landlord that if the
Tenant fails to comply with any obligation contained
in an authorised guarantee agreement to enter into a
new
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tenancy of the Premises following disclaimer of this
Lease, the Surety shall comply with that obligation
as if it were the Tenant upon being required to do so
by written notice from the Landlord.
INDUSTRIAL PROPERTY )
INVESTMENT FUND acting by its )
General Partner LEGAL & GENERAL )
PROPERTY PARTNERS )
(INDUSTRIAL FUND) LIMITED )
whose COMMON SEAL was hereunto )
affixed in the presence of: )
/s/ Authorised signatory /s/ Authorised Signatory
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