| HILL DICKINSON
r
S
Dated 2016
COUNTERPART LEASE
between
(1) Valedown Limited
and
(2) Abbey Logistics Group Limited
Relating to Units 13, 14 and 15 Plantation Park Wirral International Business Park Power Road Bromborough CH62 3RN
Hill Dickinson LLP Liverpool
Ref: GA/966332.114 142123493 1
www.hilldickinson.com
CONTENTS f
PAGE CLAUSE
PAR'I ICULARS
1 DEFINITIONS AND INTERPRETATION
2 DEMISE, RENTS AND OTHER PAYMENTS
3 TENANTS COVENANTS
1 i 3
7
8 r-1 i r
8 Rent and Payments
Outgoings
Costs
3.1 8 3.2 i
\
8 3.3 9 VAT 3.4 9 Interest on Arrears.
Repair
Decoration
Cleaning
Overloading
Access of Landlord
3.5 10 3.6 10 3.7 11 38
i 11 3.9 11 3.10 12 3 11 Alterations
Signs and Aerials
Use
Security
Regulations
Statutory Obligations
Ptennmg and Environmental Matters
Energy Performance Certificates
Notices
Dealings
Yield Up
Rights of Light and Encroachments..
Making of Claims
Production of Information
Indemnity
Non-Obstruct!on of Common Parts...
Making of Claims
Superior Title
13 3.12 13 3.13 13 3.14 13 3.15 13 3.16 14 3.17 14 3.18 14 3.19 15 3,20 18 3,21 18 3.22 19 3.23 19 3 24 20 3 25 20 3.26 20
3.27 20 3 28 20 LANDLORD'S COVENANTS 4 20 4.1 Quiet Enjoyment
4.2 Services 20
r
21 5 INSURANCE
21 5.1 Landlord's Insurance Covenants
5 2 Tenant's Insurance Covenants..
5.3 Suspension of Rem
5.4 Reinstatement
5.5 Determination of the Term
23 5
24
24
25
5.6 Disputes
PROVISOS
25 f
25 6 25 6.1 Re-Entry
Service of Notices
Exclusion of Representations and Warranties
No Compensation
Rights and Easements
Freedom of landlord to Deal With Other Property
Adjoining Property
Disputes with Adjoining Occupiers
Arbitration
Contracts (Rights of Third Parlies) Act
Governing Law and Jurisdiction
27 6.2 i
27 6.3 27 6.4 27 6.5
i 27 6.6
)
28 6.7 28 6.8 28 6.9 29 6 10
29 6.11
29 Party Walls 6.12
30 SCHEDULE 1
Part 1 - Rights Granted
Part 2 - Rights Reserved
Part 3 - Agreements and Covenants relating to the Premises
30
30
32
33 SCHEDULE 2
Guarantor's Covenants 33
35 SCHEDULE 3
35 RENT REVIEW
PARTICULARS
Date 2016
Landlord VALEDOWN LIMITED incorporated and
registered in British Virgin Islands with company
number 521713 whose registered office is at
Mossack Fonseca & Co (BVI) Ltd Akara
Building 24 De Castro Street PO Box 3136
Road Town Tortola British Virgin Islands and
whose address for service in tho UK is 163
Triumph Way Triumph Business Park Speke
Hall Road Liverpool L24 9SQ
--
ABBEY LOGISTICS GROUP LIMITED (No
02484251) whose registered office
Brasenose Road Millers Bridge Bootle
Merseyside L20 8HE
Tenant
at
None Guarantor
The premises known as Units 13, 14 and 15
Plantation Park, Wirral international Business
Park, Power Road, Bromborough, CH62 3RN
as shown edged in red on the plan attached.
Premises
Two (2) years from and including the Term
Commencement Date Contractual Term
1 July 2018 Term Commencement Date
For the period from and including the Rent
Commencement Date to and including the
Review Date the Initial Rent and thereafter as
reviewed in the accordance with the provisions
Principal Rent
of 3
£121,279 00 (One hundred and twenty one
thousand two hundred and seventy nine
pounds)per annum
Initial Rent
The Term Commencement Date Rent Commencement Date
2nd July 2018 Review Date
Page 1 142123493 I (966332.114)
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For the purposes specified in Class B1, B2 and
B8 of the Schedule to the 1987 Order Permitted Use
•
Page 2
142123493_1 (980332 114)
I THIS LEASE is made on the date specified in the Particulars
i
BETWEEN:
(1) the Lancfjord; and
(2) the Tenant;
r"
IT IS AGREED as follows f
DEFINITIONS AND INTERPRETATION 1
11 In this Lease:
1954 Act: the Landlord and Tenant Act 1954
1987 Order: the Town and Country Planning (Use Classes) Order 1987 (as
at the date of this Lease)
1995 Act the Landlord and Tenant (Covenants) Act 1995
Amenities: drainage, water, gas, electricity, telephone and all other services
or amenities
Arbitration: arbitration in accordance with clause 6.9
a deed of guarantee containing the Authorised Guarantee Agreement:
provisions set out in Schedule 2 but omitting paragraphs 1.1 and 1.2
Base Rate: the base rate from time to time of Barclays Bank PLC or if such
base rate ceases to be published then such other comparable interest rate
as the Landlord reasonably requires
Building: the building on the Estate of which the premises form part
Common Parts: the areas and amenities made available from time to time
by the Landlord (acting reasonably) for use in common by the tenants and
occupiers of the Estate including any footpaths, forecourts, car parks,
loading bays, service roads, Estate Roads, landscaped areas and areas
designated for the keeping and collecting of refuse
Conducting Media: gutters, gullies, pipes, sewers, drains, watercourses,
channels, ducts, flues, wires, aenals, cables, mains, cisterns, tanks and all
other conducting media together with all meters and other apparatus used in
connection with them
Page 3 1112123493_1 (300332.1*4)
costs, charges, expenses, losses, liabilities, damages, claims,
demands, proceedings and actions (as the context requiresj Costs:
an energy performance certificate and recommendation report as
defined in the Energy Performance of Buildings (England and Wales)
Regulations 2012
EPC:
the Landlord's estate at Plantation Park, Wirral International Estate;
Business Park, Power Road, Bromborough, CH62 3RN registered under title
numbers: MS316404 and MS235510 and any extensions or additions to it
Estate Roads: such unadopted roads as are now or at any timo (he
Term may be upon or lead into the Estate
RlxtuTes and FiUings: all fixtures and fittings (other than tenant's fixtures
and fittings) in or upon the Premises including plant and machinery, lifts,
boilers, central heating, air conditioning, lighting, plumbing, sanitary and
sprinkler systems and any other apparatus from time to time in or upon the
Premises
i
<3roup Company: s company that Is a meinber of Ihe same group within
the meaning of section 42 of the 1954 Act
Insured Risks: fire, lightning, explosion, earthquake, storm, tempest, flood,
impact, bursting or overflowing of water tanks and pipes, damage by aircraft
and other aenal devices or articles dropped from them, riot and civil
commotion, labour disturbance and malicious damage and such other risks
as the Landlord reasonably decides to insure against
Interest Rate: interest at the rate of 3 per cent per annum above Base Rate
(both before and after any judgment) such interest to be compounded with
rests on the Quarter Days
Landlord's Permission: the previous approval in writing of the Landlord
(such approval not 1o be unreasonabfy withhefd or cfefayed)
this Lease: this deed and any deed, document or agreement amending or
supplemental to it
Legislation: any statute or any order, instrument or regulation made untfer
it, or any notice or order issued by a government department the legislative
making institutions of the European Union, minister or iocal public regulatory
or other authority
Page 4
(960352 1 14)
i
Lettable Parts: any accommodation on the Estate from Mine to time fet or
occupied or intended for letting or occupation to or by a single tenant or
occupier but excluding any accommodation occupied in connection with the
management of the Estate
t
Licence: a licence granting the Landlord's Permission executed as a deed
by the Landlord, the Tenant and any Guarantor and being duly dated and
containing such covenants as the Landford reasonably requires
I a I
6
f t
Outgoings; all existing and future rates, taxes, duties, charges
assessments and outgoings P
Particulars: the page headed Particulars at the front of this Lease
i)
Premises: the premises described in the Particulars, any part of them, any
additions or alterations to them, the Conducting Media exclusively serving
them and the Fixtures and Fittings
j
Planning Acts: the Town and Country Planning Act 1990, the Planning
(Listed Buildings and Conservation Areas) Act 1990, the Planning
(Hazardous Substances) Act 1990, the Planning (Consequential Provisions)
Act 1990, the Planning and Compensation Act 1991, the Planning and
Compulsory Purchase Act 2004, the Planning Act 2008, the Localism Act
2011 and any other Legislation of a similar nature in force at any time during
the Term
25 March, 24 June, 29 September and 25 December in Quarter Days:
every year and Quarter Day means any one of them
Reinstatement Value: the full cost of reinstating the Prermses including:
temporarily making the Premises safe and protecting any adjoining
structures
(a)
(b) debris removal, demolition and site clearance
obtaining planning and any other requisite consents or approvals (c)
complying with the requirements of any statute, order, instrument or
regulation made under statute or by a government department or
minister or by any local public regulatory or other authority
(d)
architects', surveyors' and other fees incurred by the Landlord in
relation to the reinstatement <e)
(f) all construction costs
Page 5 14212J«93_5 (966332.114)
any VAT chargeable on any of the reinstatement costs (save where
the Landlord is able to recover such VAT as an input in relation to
supplies made by the Landlord)
(9)
Term: the Contractual Term and any period of holding whether by statute or
otherwise i
a Termination Date: the date of expiration or sooner determination of the
Term
?
VAT: Value Added Tax or any equivalent tax which may be imposed in
substitution for it or in add-on to it /
In interpreting this Lease. 1 2
the Particulars form part of this Lease and words and expressions
set out in the Particulars are to be treated as defined terms; 1.2.1
{
references to clauses and schedules are to Clauses of and
Schedules to this Lease and references to a paragraph are to a
paragraph of the relevant Schedule unless stated otherwise.
1.2.2
the expression Landlord includes the person for the time being
entitled to the immediate possession of the Premises on the expiry
of the Term;
1.2.3
the expression Tenant includes the person in whom for the time
befog the Tenant's interest under this Lease is vested; 1 2.4
the egression Guarantor includes and any person who may from
time to time guarantee the performance of the Tenant's obligations
under this Lease other than pursuant to an Authorised Guarantee
Agreement;
1.2.5
reference to a piece of legislation
includes all prior and subsequent enactments, amendments and
modifications refating to that piece of legislation and any
subordinate legislation made under it;
unless slated otherwise, 1.2.6
references to a person include any individual, firm,
unincorporated association or body corporate, words importing the
singular number include the plural number and vice versa and
words importing one gender include all genders;
1.2,7
Page 6
ii?i2j4a3j (830352 114)
>
If the Tenant or any Guarantor is more than one person, any
roference to the Tenant or any Guarantor refers to each such
parsw? and any ebyigatfons of the Tenanl or the Guarantor are
Joint and several;
12.6 t i
references to an act or defauH of the Tenant include an act or
default of any predecessor or any person deriving title under or
through the Tenant, or their respective employees, agents,
licensees or visitors;
1.2.9
a covenant by the Tenant not to do any act or thing includes a
covenant not to permit or suffer such act or thing to be done; 1.2 .10
the words include(s) and including are to be construed without
limitation; 1.2.11
all references to Principal Rent or other sums payable by ttie
Tenant are exclusive of VAT;
1.2.12
the headings and contents are to be disregarded in interpreting
this Lease. 1.2.13
DEMlSt, RENTS AND OTHER PAYMENTS 2
The Landlord lets ths Premltee to the Tenant for the CowracUial Term together with the rights specified in Part 1 of Schedule 1 but except end
reserving to the Landlord the rights specified in Part 2 of Schedula 1.
2.1
The Premises are let subject to the matters contained or referred to in the
documents fisted In Part 4 of Schedute 1 2.2
i i
The Tenant will pay by way of rent throughout the Term without any
deduction, counterclaim or set off.
2.3
the Principal Rent by equal quarterly payments in advance on the
Quarter Days, the flret such payment or a due proportion of it to
the next Quarter Day becoming due on the Rent Commencement
Date;
2.3.1
t
the sums payable in connection with insurance set out in clause 2.3 2
5.2;
the Service Charge by equal quarterly payments in advance on
the Quarter Days, the first such payment or a due proportion of it
2.3.3
Page 7 142133499 \ (960332.11^1
>
I i
to the next Guater Day becoming due on the Rent
Commencement Date; and
all other sums (including VAT) due under this Lease from Ihe Tenant to the Landlord.
2.3.4 I
TENANTS COVENANTS 3
T?te Tenant covenants the LandJonJ
3.1 Rent and Payments
to pay the rents reserved by this Lease at the limes and in Ihe
manner specified; 3.1.1
3.1.2 if required by the Landlord to pay (he rents by banker's standing
order or otherwise as the Landlord reasonaWy requires;
3.2 Outgoings
to pay the Outgoings payable tn respect of the Premises, its owner
or occupier (except any payable iy Ihe Landtofd (other than VAT)
as a result of receipt oi the rents or arising on a dealing of the
Landlord's interest in Uie Premises) and a lair proportion of any
Buoh Outgoings payable in relation to the Premises and other
property;
3.2.1
If the Landlord loses rating relief after the Termination Date
because the relief has been allowed to the Tenant or anyone else
durtflg th# Term, within seven tteys of d&mand to pay the LandJorcJ
a sum equel to the relief that the Landlord has lost PROVIDED
THAT In the case of loss of rating relief the Tenant shall not be
obliged to pay to the Landlord a sum in excess of three months'
worth of Hrflngreftef;
3 2.2
to pay for the Amenities exclusively used by or available to the
Premises (Including all standing charges) and a fair proportion of
any auch outgoinga payable in r^allon to the Premises and other
property;
3.2.3
3.3 Coats
to pay to the Lendlorfl on demand and on an Indemnity basis all reesonable end proper Costs which may be properly incurred by the Landlord In
connection with or In tontemplation of:
J
Pago 9 14212M&3 1 (9ftB332.1M)
any proceedings under section 146 or section 147 of Ihe Law of
Property Act 1925 notwithstanding thai forfeiture P> avoided
otherwise than by relief granted by the Court;
3.3.1
the preparation and service of a notice (including a schedule of
dllap!dation$} served under this Lease relating lo the repair or
condition of the Premises whether during the Term or after the
Termination Date;
3.3.2 ;
f
I I
3.3.3 an application by the Tenant for any approval or consent required
by this Lease including where the application Is withdrawn or the
approval or consent is lawfully refused;
claiming or recovering any arrears of Principal Rent or other eurne
due under this Lease or in connection with the enforcemont or
remedying of any breach of the Tenant's covenants in this Lease;
3.3 4
3.3.5 the supply to the Tenant, at the Tenant's request, of a copy of the
EPC for the Premlees or any information, data, plane and
specifications that the Tenant may reasonably require to prepare
an EPC
3.4 VAT
to pay any VAT chargeable upon the Principal Rent or other sums
payable by the Tenant under this Lease 3.4.1
where the Tenant has agreed to reimtxree or indemnify the
Landlord in respect of a payment made by the Landlord under the
terms of or in connection with this lease, also to reinburee any ^recoverable VAT p^id by Ihe Landlord on such payment;
34.2
3.5 Interest on Arrears
If any sums payable to the Landlord under this Lease are not paid within
seven days of the due date in respect of the PrindpaJ Hetit and Service
Charge (whether demanded or nol), or are tendered but the landlord
reasonably refuses to accept them so as to preserve its rights, to pay the
Landlord (without prejudice to any right or remedy of the Landlord) interest
at the interest Rate on such sums from the due date until the date of actual
payment inclusive of both dates;
Page 9 I
( $ 0 0 i I t )
Repair 3.6
to keep the Premises in good and substantial repair and condition
(damage by Insured Risks excepted save to the extent that such
insurance is vitiated or the policy monies are irrecoverable as a
result of any act or default of the Tenant) provided that the Tenant
shaff Dot be obfi'ged <o keep the Premises in a better state of repsir
and condition than is evidenced by the Schedule of Condition
annexed ("Schedule of Condition");
3.6.1 i
i I
t
to replace and renew any Fixtures and Fittings which become
incapable of economic repair with modern ones of equivalent
specification and quality;
3 6.2 s
to use reasonable endeavours to make good all defects affecting
the Premises for which the Tenant js responsible within 28 days
after the Landlord serves a schedule of dilapidations on the
Tenant.
3.6.3
if the Tenant fails satisfactorily to comply with such schedule the
Landlord and ali persons authorised by the Landlord may (without
prejudice to the Landlord's right of re-entry) enter the Premises to
execute the relevant works and the proper cost (together with
proper legal and surveyors' fees) wilf be repaid by the Tenant to
toe landlord upon demand as a contractual debt;
3.6.4
3.7 Decoration
to decorate as often as reasonably necessary and in any event: 3.7.1
3.7.1.1 the exterior of the Premises in the last 6 months of the
Term (however determined), and
3 7 1.2 the interior of the Premises in the last 6 months of the
Term (however determined)
PROVIDED THAT the Tenant shall not be obliged to decorate the
Premises to a better standard than is evidenced by the Schedule
of Condition
all decoration is to ba carried out in a good and workmanlike
manner with good quality materials and in a colour which if
diffeientto tho existing colour has the Landlord's Permission,
3.7.2
Page 10
14?123493J 114)
3 8 Cleaning i
to keep the Premises in a clean and tidy condition and clear of all
rubbish;
3.6.1 i
to clean at least once a month the inside and outelde of the
windows, window frames and all the glass (if any) in the doors of
the Premises;
3.6.2
3.9 Overloading
not to overload the floors, ceilings or structure of the Premises or
the Fixtures and Fittings;
3.0.1 j
not to ovorlood or pecmil any deleiertous, dangerous or harmful
matter or substance or which may cause an obstnidion or
damage to be discharged into the Conducting Media within the
Estate or serving the Premises and, in the event of such
obstructfon or damage, immediately to remove and make good the
damage caused to the reasonable satisfaction of the Landlord,
3,9,2 t (•
3.10 Aceeaa of Landlord
to permit the Landtorcl and all persons aulhoiised by the Landlord (wilh or
without equipment) at reasonable lime* and on reasonable written notice
(save frr emergency %tften as rntfch rtttice ss re&sonobty possibh in Jfte
cfrcumatances shall be given) to enter ihe Premises:
to inspert the state of repair and condition of the Premises; 3.10.1
to inspect and execute repairs, additions, alterations and other works to or on any taf>d or buildings not comproni*e4 in (his
Lease;
3.10.2
to inspect, clean, conned lo. lay, repair, remove, replace, aller or
execute any works to or in connection with (lie Conducting Media
ibat do not eixdusivejy serve Ihe Premises;
Z 10.3
to take inventories of the Fixtures and Fritings, 3.10.4
to determine whether the Tenant has complied wilh its obligations
in this Lease and to remedy any breach of the Tenant's
oWgatfons;
3.10.5
Page 11 14? 12)4** 1
<
i to inspect the Premises for all purposes connected with any
proposed action under the 1954 Act or the jmptementation of tto
prwsrorts for cent revfew;
3.10.6
3.10.7 to fix and retain without interference upon a suitable part of the
Premises one or more notice boaids for reletting (but only within
six months before the end of the Contractual Tenn) or selling the
Lamtortfs rerererorctfy intetesi in the Premises;
I
f! 1 i i
\ to view the Premrses in connection with any deafing (by way of
sale, mortgage or otherwise) with the Landtortfs reversionary
interest in the Premises or the reletting of the Premises (but in the
case of retefting orr/y wttfw? six months before end of the
Contractual Term);
3.10.8
I
to undertake the works mentioned in clause 4.3 3.10.9
31010 to cany out any tests, mspec&ons and surveys as the Landlord or a purchaser of the Landlorcf s reversionary interest in the Premises
requires; and
3.10 11 to exercise the rights reserved by this Lease and to comply with
foe ctoligatlpns of the Landtojtf under this Lease
provided that the Landlord causes as little Inconvenience as r&ascnabfy
practicable and promptly makes good any damage to ttie Premises caused
by the exercise of these rights;
•3,11 Alterations
3.11.1 not to make any structural or external alterations or additions to
the Premises; J
3.11.2 not to merge the Premises with any adjacent property:
3,11.3 not to change the external appearance of the Premises;
3.11.4 not to make any other alteration, addition or variation to the
Premfses Wftfrctrt obtaining the Landlords Permission given by
way of Licence, save that the Tenant may install internal
dsrnountable partitioning without the Landlord's Permission
provided that details of any such partitioning works are provided to
the Landlord within one month of installation;
Page 12 1421234$$ 1 |0Qn332.114}
i
3 12 Signs and Aerials
not without the Landloicfs Permission 10 affix to or display 90 as (o be vi$ible
from outside the Premises any $ign. signboard, adveftisement hoarding, fascia, poster, pJacard. bill, notice or other notification {except such
notification as is required by law), pole, aerial or satellite dish;
t
\
1
1
[ 3.13 Use
3.13.1 not to use the Premises oiherwfee lhan for (he Permitted Use: 1 \
3.13.2 not to use the Premises:
1 for a purpose which is noisy, nuxious. offensive,
dangerous, ttegal orsnmorat; 3.13.2.1
for a purpose which is a nuisance or causes damage
or disturbance to the Landlord or the owners or
occupies of the remainder of the Estate or olher
nearby premrses;
3.13.2.2
to hold an auction, exh&ition, public show or meeting, 3.13.2.3
or gambfing activity;
as sleeping accommodation 01 for residential
purposes;
3.13.2.4
3.14 Security
not to leave the Piemises continuously unoccupied for more than
21 days wilhout fir«t notifying the Landlord ajid providing $uch
caretaking and security arrangements as the Landlord reasonably
requires;
3.14.1
to ensure that at an limes the Landlord has written nolice of the
name, home adefres* and home telephone number of at least two
keyhokJers of (he Premises:
3.14.2
3.15 Regedatfons
to comply with all reasonable regulations made by ihe Landlord from Ume lo
time for the management of the* Estate and notified 10 the Tenant in writing:
3.16 Statutory Obligations
to comply with all Legislation atfecling the Premises and their use;
Page 13 142123493 1 {96633?. 114)
Planning and Enviromnental Matters 3.17 i
not to apply for or implement any planning permission without the
Landlord's prior written consont; 3.17.1
i
to supply to the Landlord a copy of any planning permission within
five days after its receipt by the Tenant; 3.17.2
\
to pay and satisfy any charge that may be imposed under the
Planning Acts; 3 17,3
unless the Landlord otherwise directs, to carry out and complete
before the Termination Date any development begun on the
Premises and any works stipulated to be carried out to the
Premises as a conottron of any ptanaing permission implemented
by the Tenanl during the Term irrespective of the date before
which such works were required to be carried out;
3.17.4
3,17 5 not without the written consent of the Landlord to enter into an
agreement or undertaking or to serve a notice under th<j Planning
Acts;
not to apply for any consent, licence or other authority under any
environmental legislation without the Landlord's prior written
consent;
3.17,6
3.18 Energy Performance Certificates
not to commission an EPC for the Premises unless required to do
so by Legislation and after notifying the Landlord in writing* 3.18,1
to provide to the Landlord a copy of any EPC for the Premises
commissioned by the Tenant and all supporting information, data,
plans and specifications;
3.18.2
3.183 to indemnify the Landlord against all Costs arising directly or
indirectly from an EPC relating to the Premises and commissioned
by the Landlord becoming invalid as a result of any act or o'efeciit
of the Tenant;
3.19 Notices
promptly following receipt to give to the Landlord a copy of any
notice, direction, order or proposal relating to the Premises or the
Estate;
3.19.1
Page 14 14^123493 1 (006332.! 14)
i
i 3.19.2 at the request of the Landlord, bul at the joint cost of Ihe Landlord
and the Tenant, to make or join with ihe Laodlord in iriaking such
objections to or representation* against or in reaped of such
communication as the Landlord reasonsWy oeein* fn.
3.19.3 to take all steps required to comply with any such communicdtion;
3 20 Dealings
3.20.1 Assignments
i 3.20.1.1 no* to assign part onfy of the Pfemiees;
not to assign the whole of Ihe Premises without the Landlord's Remission (given by way of Licence),
provided that for the purposes of section 19(1 A) of the
Landlord and Tenant Act 1027 the landlofd's
Permission may be subject to all or any of the
following conditions:
3.20.1.2
I
i
I 3.20.1.2.1 the Tenant enters into an Authorised
Guarantee Agreement
3.20.1.2.2 if the Landlord reasonably requres the
proposed assignee procures one or more
guarantors reasonably acceptable to the
Land/Oft/ who covenant wfth fhe Landlord
by deed Including the provisions set out
in Schedule 2;
3.20.1.2,3 if the Landlord reasonably requires the
proposed assignee deposits In a bank account with a bank nominated by the
Landlord a cash deposit equal to half the
annual Principal Rent plus VAT and
enters Into a rent deposit deed In such
form as the landlord reasonably
requires;
all sums due from Ihe Tenant under this Lease are paid before completion of the
assignment;
3.20. 1 . 2 4
provided that the Landlord may irnpoee such other
conditions as the Landlord reasonably requires;
Page 15 142123493_1 (966332 514)
1 i
3 20.2 Underlettings
k not to underlet part only of the Premises; 3 20 2.1
not to underlet the whole of the Premises without the
Landlord's Permission (given by way of Licence); 3.20.2.2
»
not to underlet the whole of the Premises unless1 3.20.2.3 r*
i
3.2D 2 3 1 the underlease
reserves a rent of not less than
the open market rent for the
Premises at the time of grant
without a fine or premium;
(D
i
contains a covenant by the
undertenant not to underlet, part
with or share possession or
share occupation of the whole or
any part or parts of fhe underfef
premises, nor to assign or charge
part only of the underlet
premises;
(2)
contains a covenant by the
undertenant not to assign the
whole of the underlet premises
without
(3)
Landlord's
Permission (given by way of
Licence);
the
(4) contains a covenant by the
undertenant not to do or omit to
do any act or thing which would
or might cause the Tenant to be
in breach of its covenants in this
Lease;
is otherwise on the same terms
(mutatis mutandis) as the terms
of this Lease;
(5)
is excluded from the operation of
sections 24 to 28 of the 1954 Act; (6)
Page 16 1-12 I23493_1 (flfiGWii 114)
before the grant of any underlease the
Tenant procures a covenant from the
undertenant and any guarantor of the
undertenant with the Landlord to observe
and perform the covenant on lite part of the undertenant contained in the
proposed underlease;
3.20 2.3.2
4
i 9
t 1
1 3.20.2.3 3 all sums due from the Tenant under ibis
Lease are paid before completion of the
underletting.
not to vary the terms of any underlease wilhoul if* Landlord's Permrssion (given by way of Licence);
3.20.24
not to accept a surrender of part of (he underlet
premises and lo notify the Landlord in wnting if the
Tenant accept* a surrender of the whole of (he
underlel premises;
3.20.25
3.20.2.6 lo use reasonable endeavours to enforce the covenants of the undertenant under any underlease;
3.20.3 Sharing Occiqration
not to share occupation of the whole or any part of Ihe Premises
excep* with a Group Company of the Tenanl provided that.
3.20.3.1 no relationship of landlord and tenant is created.
3-20.3 2 notice of such sharing shall be given to the Landlord:
and
3.20.3.3 any such sharing shall cease immediately upon such
company leaving the said group;
3.20.4 Charging
3.20.4.1 not to charge part only of the Premises;
3.20.4.2 not lo charge the Premises as a whole without the Landlord's Permission (given by way of Licence);
3.20.5 Other Dealing*
except as expressly permitted by this clause 3.20:
Page 17
(WCWM'K}
I
I
not to part with or share possession or share
occupation of the whole or any part or parts of the
Premises;
3.20.5.1
i i
not to hold the Premises or any part or parts of the
Premises or this Lease on trust for another; 3.20,5.2
3.20.6 Notification of Dealings
wJMn one month after eny assignment, underlease, assignment of
an underleeee, charge or other devolution of an Interest under this
Lease, to produce to the Landlord's solicitors a certified copy of
the relevant document and pay his reasonable registration fee;
3.21 Yield Up
3,2 ' l : I on the Term (natfo n Date;
to yield up the Premises with vacant possession and
repaired, decorated and otherwise in accordance with
the Tenant's covenants contained in this Lease;
3.21.1,1
to remove all refuse, tenant's ftxtwas and fittings and
signs from the Premise*, making good any damage
caused by their removal;
3.21.1.2
to <jeSver to the Landtofd any records reJaljnp )o tfte
Premises as are required by any Legislation;
3.21.1.3
unless the Landlord notifies the Tenant in writing to the contrary at
least three months prior to the Temiination Date, to remove all
afterations and additions made to the P rem fees dimng the Term
and to make good any damage caused by their removal prior to
the Termination Date;
3.21.2
3.22 RlQhls of Light and Encroachments
not to obstruct any windows or openings belonging to the
Premises; 3.22.1
not to make any acknowledgement that the flow of y^kt or ah* to
the Premises n enjoyed with the consent of a third party; 3 22.2
if any easemenf enjoyed by the Premfses is obstructed to
immediately notify the L&idlord and take al steps the Landlord 3.22.3
Page 18
(968337.1'4)
reasonably requires to prevent or secure the removal of the
obsirudion; s t
t 3.22.4 not to permit any encroachment upon the Premises; t
3.22.5 if any encroachment upon the Premises is made or attempted to
be made lo Immediately notify the Landlord and lake all steps the
Landlord reasonably requires lo prevent such right being acquired: fca
3.23 Making of Claim*
not to commence proceedings or make any claim on account of any injury or
ddma9e to Uie Premises arising directly ex indiredty from the erection of any
structure or the alteration of any structure on any land neighbouring the
Premise; by the Landlord or for which the Landlord has given lis permission
or in respect of any easemenl, wayleave or privilege gran led of lo be
granted by the Landlord for the benolit of any land or structure erected a* to be erecled on any land neighbouring the Premises and at its own expense
(if required) to consent to such permission given by the Landlord it being
acknowledged by the Tenant that the Landlord has the power at ail times
without obtaining any consenl from or paying any compensation to the
Tenant to doal as the landlord may Itirnk fit with any property not comprised
in the Lease;
i
t
3,24 Production of Information
to supply to the Landlord on request:
full details of the occupiers of the Premises and Ihe terms upon
which they occupy it;
3.24.1
such evidence as the Landlord reasonebly requires to satisfy Itself
that the tenant's covenants in this Lease have been compiled with; 3.24.2
any information reasonably requested In relation to any proposed action under the 1954 Act or the Implementation of the provisions
for rent review,
3.24.3
! •
all information that the Landlord reasonably requires from time to
time to comply wrth the Landlord's obligations under any
Legislation;
3.24.4
;<
Page 19 142'2^D3_l {966339.114}
1
3.25 Indemnity
to Indemnify the Landlord against all proper Costs aritlng directly or
Indirectly out of a defect in or the condition or use of the Prern(ee$ or
anything done or omitted to be done on them, or any breach of the Tenant's
obligations In this Lease;
Non-Obetructlon of Common Parts ti
3.26 i'.i
i 1
not to place on or within the Common Parts any goods or other Items or
cauee any obstruction of the Common Paris; p
3.27 Making of Claims
not to commence proceedings or make any claim on account of any fnjury or
damage to the Premises arising direcffy or MrecKy ftom the erect/on of any
structure or the alteration of any structure on any land neighbouring the Premises by the Landlord or for which the Landlord ha$ given its permission
or in respect of any easement, wayleave or privilege granted or to be
granted by the Landlord for the benefit of any laivj or slructure erected oi to
bs erected on any land neighbouring the Premises and al its own expense
(If required) to consent to such permission given by the Landlord:
Superior Title 3.28
to observe and perform the matters (if any) contained or referred to in the
documents listed in Pan 2 of Schedule 1 so far as they are still subsisting
and capable of taking effect and re fate to the Premises.
LANDLORD'S COVENANTS 4
The Landlord covenants with the Tenant:
4.1 Quiet Enjoyment
that the Tenant may peaceab(y and qufetfy how and enjoy the Preftifses
during the Term without any interruption or disturbance by the Landlord or
any person rightfully claiming through or under the Landlord,
4.2 Services
To use Its reasonable endeavours tc
keep the Premises wind and watertight; 4.2. f
4,2.2 clean the Common Parts; and
Pags 20 USM234M...1 {(Kwatt.m)
fl
1
i
4.2.3 light the Common Pane
Landlord's Works 4.3 t
Within three (3) months of the complotlon of this Leese the Landlord shell at
Its own coat carry out the following works in a good and workmanlike
manner:-
\
6ti rr » . <
repair existing roof leaks repair damaged roof panels, chyck and
repair as necessary roof guttering: 4.3.1
replace current lighting with LED fittings; 4.3.2
service loading doors; 4.3.3
4.3.4 service fire doors;
ensure toilets are in working order and available with a hot water
supply; 4,3.5
drain (town and switch off sprinkler system; 4.3.6
4.3.7 patch up large holes in the floor of the Premises;
provide a valid electrical test certificate; and 4.3.8
install separate utility meters where not currently present 4.3.9
5 INSURANCE
5.1 Landlord's insurance Covenant!
5.1.1 Subject to clause 5.1.2, the Landlord covenants with the Tenant: 3 3
5.1.1.1 to insure
the Premises against loss or damage by
the Insured Risks In such sum as from
time to time the landlord is advised
ropresents the Reinstatement Value;
5 1.1 1.1
against loes of the Principal Rent and
Service Charge arising from any of the
Inswed Risks for three years or such longer period as the Landlord reasonably considers appropriate having regard to the likely penod for reinstating the
Page 21
5.1.1.1.2
142izwg3_1 (**332. »14)
f i
I r
Premises and calculated having regard to
future rent reviews, r
5.1.1.1 3 against public liability and property
owner's liability:
5 1,1.2 to effect such insurance with insurers or underwriters
of repute with the interest of the Tenant noted or
endorsed on the policy whenever this is permitted
under tho policy; and
i
if requested in writing by the Tenant (but not more
often than once in any year of the Term) to produce to
the Tenant reasonable evidence of the terms of the
relevant policy and of payment of the (ast premium
5.1 1.3
paid.
5."(.2 The Landlord:
is not obliged to maintain such insurance if and to the
extent that'
5.1.2.1
5.1.2.1.1 cover is not obtainable on reasonable
terms from a reputable insurance
company on the insurance market in the
Untteo1 Kingdom;
any exclusion, condition or limitation is
imposed by the insurers; 5.1.2.1.2
such insurance becomes void, in whole
or in part, or renewal is refused due to an
act or default of the Tenant;
5.1.2.1.3
5.1,2.2 may effect such insurance through any agency that it
decides (acting reasonably);
may retain any commissions or other benefits for
effecting or maintaining such insurance, 5.1.2.3
may, where the Landlord is an insurance company or
a member of a group of companies which includes an
insurance corttpany, self insvre or insurQ w?rh that
insurance company at the usual rates and on the
usual terms of such insurance company;
5.1.2.4
Page 22
|f)GnW2 J14)
may, if it so chooses, comply with its insurance
obligations by insuring the Estate, or any part of it that
includes the Premises.
5.1 25
5
I
5.2 Tenant's Insurance Covenants
The Tenant covenants with the Landlord
to pay within fourteen days of demand, or where the Landlord
insures the Estate, or any pari of it that indudes the Premises, a
fair and reasonable proportion as determined by the Landlord:
5.2.1
5.2.1.1 the gross amount payable by the Landlord for the
insurance specified in clause 5.1;
the proper fees and expenses for professional
valuations of the Premises for the purpose of
determining the Reinstatement Value and/or the level
of loss of rent insurance;
5.2.1.2
5.2.1.3 any excess deducted by the insurers or underwriters In
respect of a claim;
the fees and expenses payable to professional
advisers and consultants properly incurred in
connection with any insurance claim;
5.2 1 4
the cost of any increased or additional premium and afl
consequential expenses incurred by the Landlord as a
resuft of a breach of cfause 5 2.2;
5 2.1.5
5.2 1.6 a sum equal to any irrecoverable insurance monies
under any policies effected by the Landlord where
such monies are wholly or partly irrecoverable due to
an act or default of the Tenant;
not to do or omit to do anything which would or might invalidate or
prejudice the insurance of the Premises or the Estate or any other
nearby property of the Landlord or which may cause an increased
or additional premium for their insurance to be payable,
5 2.2
5.2.3 to notify the Landlord:
5.2,3 1 as soon as reasonably practicable upon becoming
aware of any damage to or destruction of the Premises
Page 23
(3QC232 1*4}
I
or arsy part of (fiem or any ©vent tfiat migW affect any
insurance policy relating to the Premises,
in writing of the reinstatement cost of any authorised
alterations, additions or improvements to the Premises
prior to them being carried oat or installed,
5.2.3.2 i i
\ to comply with all the requirements and recommendations of the
insurers of the Premises of which the Tenant has been provided
with notice;
5,2 4 f
t f
not lo effecl any Insurance of Premises acjamsr the Insured
Risks, but if nevertheless the Tenant becomes entitled to the
benefit of any insurance relating to the Premises to pay all
insurance monies received to the Landlord as soon as reasonably
practicable.
5.2.5
5.3 Suspension of Rent
if:
the Premises or any part of them Premises or the Common Parts
or any part of therri are destroyed or damaged by any of the
Insured Risks so that the Premises or any part of them are unfit
for occupation and use or inaccessible; and
5.3.1
provided that the insvranoe effected by Jbp Landlord Is not
invalidated or payment of the policy monies refused in whole or in
part due to an act or default of the Tenant
5.3.2
then the Principal Rent and Sen/ice Charge, or a fair proportion according' to
the nature and extent of the damage, will be suspended to the extent (but
not otherwise) that the insurers meet the Landlord's claim under the policy
for loss of rent and service charge from ttie date of the damage or
destruction until the Premises are again fit for occupation and use and
accessible or until the expiry of the period covered for loss of rent and
service charge under the insurance policy effected by the Landlord
(whichever period is the shorter).
5.4 Reinstatement
If the Premises are damaged or the Common Parts are damaged or
destroyed by a risk against which the Landlord is obliged to insure then
subject to;
Page 24
14?12349i_^ (9RC332 114)
t
the landlord obtaining all nece&sary consents; 5.4.1
i
the payment by the Tenant of a fair proportioh reasonably attributable to the Premised of any excess deducted by the Landtortfs insurers or underwriter; and
5.4.2
the insurance not being invalidated or payment refused in whole or n part due to an act or d^ault of the Tenant
5.4.3
the Landord will use all insurance proceeds received (other than in respect of kss of rent, costs and fees) as soon as reason ably practicable In rebuilding or reinstating the Premises or the Common Parts, as Itie case may be, so far as leatonaMy practicable to the same or a reasonabfy equivalent state as before such damage or destruction.
f
t
Determination of the Term 5.5
If. following damage or deslmclioh by any of the Insured Risks, the Premises are Premises or the Comrnon Paris are not reinstated so far as reasonably practicable so as to render I he Premises fit for occupation and use by the dale six months prior to the end of the penod which is covered by loss of rent insurance then either Ihe Landlord or the Tenant may by giving not tess than six months' written notice to the other at any time after such date determine the Term, and upon expiry of such notice unless the Premises have Premises or the Common Parts have been reinstated to the extent necessary to render the Premises fit for occupation and u$e Ihe Term will immediately end, but without prejudice to the rights of either party against the other in respect of any prior breach of any obligation contafried in this Lease and in the event of such determination (or If the rebuilding or
reinstatement of the Premises is prevented or frustrated by any other
reason) the Landlord is entitled to receive the whole of any Insurance
ntomes psrd fn respect of fte Premisss for the Lsndlorti'* owfl benefit. i1
?!
5.6 Disputes s
Any dispute under this clause 5 will be referred to Arbitration.
6 PROVISOS
t 6.1 Re-Entry
If:
the Principal Rent or any other sums payable by the Tenant to the
Lsndford trncfer fhft Lease cr sny pari of them are unpaid for 14
6.1.1
Page 25 1421?34fl3_I (966332 114)
\
days after becoming payable (in n&sped oi the principle rem and the service charge whether fonrtalty demanded or not); or
}
6.1.2 the Tenant breaches any material covenant or other term of this Lease: or i
t 6.1.3 the Tenant has any distress or other execution levied on il$ goods
at the Premises; or s t
the Tenant enters irrto a votuntaiy arrangement or any other arrangement or composition for the benefit of its creditors, or
€.1.4
6.1.5 a corporate Tenant:
I i 6.1.5.1 passes a resolution or the Court makes an ordei for its
winding up (other than a members* voluntary winding up of a solvent company lor the purposes of amalgamation or reconstruction having (he Landlord's Permission); or
has a receiver, administralor, administrative receiver or provisional Squidator appoinied of it or any of lis
assets, or
6.1.5.2
dissdvsd or Struck off the Register of Companies or
othewtse ceases to exist; or
6.1.5.3
61.5.4 Is deemad unable to pay its debts within the meaning
of eectfon 123 of (he fnsofvency Act 1$86; or
6.1.6 on IndMdual Tsnant:
6,1.5.1 has an Admfn(straf(on Order made or a banKrupfcy
petition presented or a bankruptcy order made against
It; or
6.1.6,2 appears to be unable (or has no reasonable prospect
of being able) to pay its debts within the meaning of
section 268 of the Insolvency Act 1986; or
any of the above events occur in relation to the Guarantor but only
whore the Tenant does not provide a substitute guarantor
reasonably acceptable to the Landlord within 14 working days of
such event
6.1.7
Page 26
<9663*?,114>
then ths Landlord may re-enter the Premises or ary part of them In the
name of the whole at which time this Lease will Immediately end, but without
pfejudice (o any right or remety of the Landlord rn respect of any bredc'i of
[bo Tenanl's obhgaltons contained in this Lease. i
Service of Notice* e.2 (
6 2.1 Section 196 of the Law of Propwty Ata 1925 applies to el rtclic** which may be served under this Lease.
If the receiving party consists of more than one person, a nolle* served upon one of them constitutes service upon all of them.
6.2.2
£xcJus*oa of Representations ami Mterantfes 6.3
The Tenant acknowledges that this Lease has not been entered aito in reliance wholly or partly on any statement or representalion made by or on behalf of the Landlord except any such statement or representation that is expressly set out in thi* Lease or made by the Landlord's solicitors in written response lo enquiries raised by the Tenants sofcrtors nt cortnection wftfi the grant of tfre
Lease.
6.3.1
The Landlord does not werrent that the Permitted Use is lawfully permitted under the Planning Acts.
6.3.2
6.4 No Compensation
Any statutory right of the Tenant to claim compensation from the Landtord on vacating the Premises is excluded to tho extent allowed by tew,
Rights and Easements 65
The operation of section 62 of the Law of Property Act 1925 is excluded from tlvs Lease, the only rights granted to the Tenant are those se* out in this Lease and the Tenant ts not entitled to any other rights affecting any adioining property.
Freedom of Landlord to Deal With Other Property 6 6
Nolhmg contained in this Lease or implied shall anpose or be deemed to impose any restriclion on the use of any land or buildings not comprised in (hi* Lease or give (he Tenant the benefit of or fre right to enforce or to have enforced or to prevent the release or modification of any covenant, a9reement or condition entered into by any purchaser from or by any lessee
i 4
Page 27
(960332.114) I
S
or occupier of Ihe Landlord in respect of properly not demised by this Lease or restrict In any way me devefopmem of any 'and not comprised m (fife
Lease I
Adjoining Properly (3.7
The Tenant is not entitled to the benefit of or the rfghf to enforce or to prevent the release or modification of any covenant, egreament or condition entered into Dy any tenant of the Landlord in respect of any adjoining or nearby property of the Landlord,
B
6.6 Die p utes with AdJ ol n I ng Occ upfere
If any dispute ansea between the Tenant and tha tenants or occupiers of any adjoining or nearby property of the Landlord In connectfon with the Premises doc1 any of that adjoining or nesrby property, K te to be decided by the
Landlord or in such manner aa tha Landlord directs.
6.9 Arbitration
Where Htis Lease provides for reference to ArbtirQller than the ertvtratJon will be conducted aa follows:
refefence will be made to an independent surveyor to be agreed upon by the Landlord and the Tenant and m the absence of agreement as nominated by the President for the time being of the Royal Institution of Chartered Surveyors (or his duly appointed deputy or a person authorised by him to make appointments on Ms behalf) upon the application of the Landlord or the Tenant made at any time ',
6.9.1
if the appointed surveyor dies, delays unduly or becomes unwilling or incapable of acting then the President of the Royal Institution of Chartered Surveyors may discharge han and appoint enolhef
6.9.2
surveyor in his place;
the arbitration will be conducted in accordance with the Arbttrdtion Act 1996;
3.9.3
the fees of Ihe arbitrator wil be bo me equally unless the arbilrator determines otherwise;
6.9.4
if the release of the arbitrator's award is delayed because lite Tenant has not paid its share of the arbitrator's costs. Ihe Landlord
6.9 5
Page 2d 14?1Z34M_1 (986537.114)
I
may pay the unpaid costs and the amount paid will be a debt due
on demand from the Tenant to the Landlord.
Contracts (Rights of Third Parties) Act 6.10
A person who is not a party to this Lease has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Lease but this
does not affect any right or remedy of a third party which exists or is
available apart from that Act.
t
6.11 Governing Law and Jurisdiction
This Lease and any dispute or cfaim arising out of cr in cortrtection
with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed >n
accordance with the laws of England and Wales.
6.11.1
The parties hereby submit to the exclusive jurisdiction of the High
Court of England and Wales in relation to any dispute or claim
arising out of or in connection with this Lease or in relation to its
existence or validity (including non-contractual disputes orc(aims).
6.11.2
Party Walls 6 .12
Arty wails wfircri dMcte fte Premtee® from any adpoenl premises are
deemed to be party walls within the meaning of section 38 of the Law of
Property Act 1025.
EXECUTED AS A DEED by the parties on Ihs date tvtoch first appears in this Lease
Page 29
(96633? 11*)
i I I [ PART 1 • RIGHTS GRANTED
1 Right to use the Common Pari*
i The rigtrt, sufctfecl to lempcrsry 'Mletniplion for repair, afterato), rebuJJdinp or reptacemerrt, for the Tenant and al parsons expressly or by implication authorised by him, In common with Ihe Landlord and all olter parson* havmg a like right, to use all appropriate areas o' the Common Part* for all proper purposes, including access to and egress from (ha Premises over the area marked 'shared yard" on the plan attached and also the parking of motor vehicles in (he car parking areas designated by the Landlord (if any), in connection with the use and enjoyment of ihe Premises at such times as Ihey are open in accordance with th& Landlord's obligations in this Lease.
i i
i B
I
t
f
I
Right to Use the Common Conducting Madia 2
The right, subject to (emporary intenupiion tor repair, alteration or replacement in common with the Landlord and all olher persons having a like right, to the free passage and running of Amenfltes to and from the Premises through (h* Concfcicting Media in, on. over or under 11* Estate and nol exclusively serving Ihe Premises.
Support and Protection 3
Th e rig ht of su p port and protection for the benefit of the Premises that is now enjoyed
from all other parts of the Estate.
4 Signs
The right to have a sign cfispteyed ii any name board which may be provided by the Landlord at the entrance to the Estate showing the Tenant's name and any other details approved by the Landlord, whose approval may not be unreasonably withheld
or delayed.
PART 2 - RIGHTS RESERVED
Passage and Running through the Conducting Ifledia 1
The right to Ihe free and wuntemjpted passage and mnning of Amenities from and to other parts of the Estate or any other adjoining or nearby property of the Landlord through the Conducting Media that may at any time be constructed in, on. over or under the Premises
Page 30 M? 123403.1
i \
2 Right to Construct Concfucting Media i
The right to construct aixl maintain Condudhtg Media for the provision of services or supplies for the benefit of any part of the Estate or any other adjoinng or nearby property of the Lancford, (he Lardtord making good any damage caused by Che exercise of the right
t
I 3 Access
The rights of entry or. the Prtmi$e& as referred fo in clause 3 10
I 4 Right to Erect Scaffolding i
The right to erect scaffolding for any reasonable purpo** connecled with the Estate even if it restricts the access to or use and enjoyment of the Premises but not so as to materially affect such access, use and enjoyment and provide that the scaffolding shaft remain ai situ Tor as short a period as is reasonably Accessary.
i
i Rights of Support and Shelter 5
I
The rights of liphr, air. support, shelter, ptelection and ail other easemenis and ricihts at the date of Uiis Lease belonging to or enjoyed by olhet parts of (he Estate or any other adjornrrrg or nearby property of ihe Landlord.
RJght to Erect New BuUdmps 3
Full right and liberty at any time after the date of this Lease: s
to alter, raise the height of, or rebuild the other parts of the Estate or any
other buildings, and
6 1
5 3
to erect any new buildings of any height on any adjoining or nearby properly of the Landlord
6.2
in any manner as the Landlord thinks fit even If doing 90 may obstruct, affect, or
Interfere with the amenity of or access to the Premises or the passage of light and air
to the Promises, but provided they do not inaterlelly affect the Premises or the use
and enjoyment of the Premises.
Light Air and Support and Right to Deal with Adjoining Property 7
All rights of light and air, support and protection enjoyed by the Landlora's
neighbouring property and all other easements, quasi-easements, rights and
benefits now enjoyed or intended to be enjoyed by the Landlord's
neighbounny property.
7.1
Page 31
(06*33? 1M) 1
\ %
The right to build or rebuild or alter or demolish any building or erection on any adjacent or neighbouring iand m any manner whatsoever ana to sell or M fto aama for any purpose or oJbenvis© dwi with them notwi bslai di s thai the light prairto the Premises is in any such case thereby diminished or
any other liberty, easement, right or advantage enjoyed by the Premises is
thereby diminished or prejudicially affected provided that they do not
materially affect the Premises or the Tenant's use and enjoyment of it.
7.2
fl Access to Premises 8
The right, upon giving reasonable poor wriUen notice to the Tenant (except in case of emergency when as much notice as possible shall be provided), to enter upon the Premises where necessary for the purpose of inspecUng and executing repairs, addilions. alterdtion? and other works to or on any adjoining or neighbouring pfemises (whether or not owned by the Landlord) or to any Conducting Media within the Premtses Ihe person exercising such right cdusing as liUle damage, disturbance or inconvenience as reasonably possible to the Tenanl or the business being earned on upon Ihe Premise* and making good any damage to ihe Premises caused by the exercise of this right as soon as reasonably practicable.
PART * • AGREEMENTS AND COVENANTS RELATING TO THE PREMISES
All those entries In the Property and Charges Registers to Titie Numbers) MS316404 and MS235510
$
i
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J
1
•I
Page 32 I42tt3493_1 <&eb3i2li4}
0
SCHEDULE?
GUARANTOR'S COVENANTS
i Guarantee 1
The Guarantor covenants with the Landlord as principal debtor that: f-.
the Tenant will pay the rent and observe and perform the Tenant's
covenants contained in this Lease; and 1.1
the Tenant will observe and perform the obligations imposed on it under an
Authorised Guarantee Agreement. 1 2
s
Indemnity 2
The Guarantor covenants with the Landlord as a primary obligation to indemnify the
Landlord against all losses, damages, costs and expenses arising out of any default
by the Tenant:
in paying the rent or performing its obligations under this Lease; and 2.1
m performing its obligations under an Authorised Guarantee Agreement. 2.2
Liability of the Guarantor
The liability of the Guarantor under paragraphs 1 1 and 2.1 continues unti)
the end of the Term or until the Tenant is released from its covenants
pursuant to the 1995 Act.
3.1
The liability of the Guarantor is not affected by any of the following: 3.2
the Landlord grants time to the Tenant or waives or fails to enforce
payment of the rent or the performance and observance of any of
the terms of this Lease or of any Authorised Guarantee
Agreement;
3.2.1
the Landlord refuses to accept rent tendered when the Landlord is
entitled (or would have beeri entitled after service of a notice
under section 146 Law of Properly Act 1925) to re-enter the
Premises;
3.2.2
the terms of this Lease are varied by the Landlord and the Tenant
(subject to section 18 of the 1S95 Act); 3 2.3
3.2 4 the reversion to this Lease is transferred,
Page 33 112123493_1 (96^532 1141
the surrender of any part of the Premises; 3.2.5 I (
the Tenant ceases to exist; 3.2.6
an alteration to the slructure, composition or powers of the Tenant
or Guarantor;
3.2.7 i I i
any Illegality or defect in the powers of the Tenant or the manner
in which they are exercised or any limitation, disability or
incaoacity of the Tenant;
3 2.8
the release of any one or more of the Tenant or Guarantor (where
there are two or more); 3.2.9
*
i the Guarantor would but for this provision have been released by
any act or thing (other than a release by deed). 3.2.10
Guarantor to take New Lease or Make Payment 4
If this Lease is disclaimed and if so required by the Landlord within six months of the
Landlord receiving notice of the disclaimer (he Guarantor will (at the option of the
Landlord):
at its own cost accept a new lease of the Premises for the residue of the
Term to take effect from the date of the disclaimer or forfeiture at the same
rent and on the same terms as this lease (but as if this Lease ftad continued
so that any outstanding matters relating to rent review or otherwise are to be
determined between the Landlord and the Guarantor); or
4.1
pay to the Landlord on demand an amount equal to the rents that would
have been payafcfe under this Lease bat for {he dfstfaimer or forfeiture until
whichever is the earlier of the date on which the Premises are fully relet, the
date six months after the date of the disclaimer, and the expiry of the Term
4.2
Page 34 1fl?12349S_1 1300332 114)
I
SCHEDULE 3 t
RENT REVIEW i I
In this Schedule the President is the President for the time being of Ihe Royal
Instiiutton of Chartered Surveyors or a person acting on his behalf and (he Surveyor
is the independent valuer appointed piffsuant to paragraph 7 1 r
The amount of Rent wii be reviewed on the Review Date lo the greaiev of:
f 2 1 the Rent payable immediately before the Review Dale {or which woukl then be
payable but for any abatement or suspension of Ihe Rent or reslrietion on the
right to collect it) and
i
2.2 the open market rent agreed or datermrned pursuant to this Schedule i
The open market rent may be agreed between the Landlord and the Tenant at any
bme before it is determined by the Surveyor I
If the open market rent b detenryned by the Surveyor it will be the amount (hat the
Surveyor determines rs the Rent (exclusive o( any VAT) at which lhe Premises coufd
reasonably be expected to be let
I
4.1 lathe open market
4.2 at the Review Date
4 3 on the usumptions listed in paragraph 5, and
4.4 disregarding the matter? listed in paragraph 6
The assumptions are: 5
5.1 the Premises are available to let in the open market:
5.1.1 by a wiling lessor to a willing lessee (which may be the Tenant)
5.1.2 as a whole
5.1.3 with vacant possession
5.1.4 without a fine or a premfum
5.1.5 for a term of five (5) years commenceig on the Review Date, and
5.1.6 otherwise on the terms of this lease other than as to the amount of the
Rent but including the provisions for review of the Rent
Page 35
(966W.11'1)
the willing lessee has had the benefit of any rent-free or other concession or
contribution which would be offered in the open market at the Review Date to
reflect the need to fit out the Premises
52 }
!
the Premises may lawfully be used and is in a physical state to enable it to be
JawfuUy used by the willing lessee (or any potential undertenant or assignee of
the willing lessee) for any purpose permitted by this lease
5.3
L
n i
the Landlord and the Tenant have fully complied with their obligations in this
lease
5.4
i
if the Premises or any means of access to it or any Conducting Media serving
the Premises has been destroyed or damaged It has been fully restored 55
no work has been carried out on the Premises that has diminished its rental
value
5.6
any fixtures fittings machinery or equipment supplied to the Premises by the
Landlord that have been removed by or at the request of the Tenant or any
undertenant {otherwise than to comply with any law) remain at the Premises
5.7
and
the willing lessee and its potential assignees and undertenants will not be
disadvantaged by any actual or potential election to waive exemption from VAT
in relation to the Premises
5.8
The matters to be disregarded are: 6
any effect on rent of the fact that the Tenant or any authorised undertenant has
been in occupation of the Premises 6.1
6 2 any goodwill attached to the Premises by reason of any business carried out
there by the Tenant or by any authorised undertenant or by any of their
predecessors in business
any effect on rent attributable to any physical improvement to the Premises
carried out before or after the date of this lease by or at the expense of the
Tenant or any authorised undertenant with all necessary consents approvals
and authorisations and not pursuant to an obligation to the Landlord (other than
an oWipation to comply wirh any law)
6.3
any effect on rent of any obligation on the Tenant to reinstate the Premises to
the condition or design it was in before any alterations or improvements were
carried out and
6.4
Page 36
142123493 1
6.5 any statutory restriction on rents or the right to recover them
The LancBord and the Tenant may appoint an independent valuer al any lime before
either of them applies to the President for an independent valuer to be appointed. The Landlorcl or tho Tenant may apply to the President for an independent valuer to
be appointed at any time after the date which is three (3) months before the Review
Date. Tte independent valuer must be an associate or felhw of the RoyaJ l;>$Wul>or
of Chartered Surveyors
7 j
I
The Landlord may elect by notice in writing to the Tenant that the Surveyor shsfl acJ as an arbitrator or an expert and in default of such ejection the Surveyor shall ad a$
an expert.
The Surveyor shall give the Landlord and the Tenant an opportunity to make writlen
representations to the Sorveyor and to mate wrfften cognfer-repres^n'ations
comrnonting on the representations of the other party to the Surveyor
9
I
If the Surveyor dies delays or becomes unwilling or incapable of ading then either the Landlord or the Tenant may apply to the President to discharge the Surveyor and
paragraph 7 will then apply in relation to the appointment of a replacement
10
The feoe and expenses of the Suveyor and the cost of the Surveyor's appointment
and any counsel's fees incurred by the Surveyor will be payable by the Landlord and
the Tenant in the proportions that the Surveyor directs (or it th* Surveyor makes no
direction then equally) If the Tenant does not pay its part of the Surveyor's fees and
expenses wtthin ten (10) working days after demand by the Surveyor I ho Landlord
may pay that part and the amount il pays will be a debt of the Tenant due and
payable on demand to the Landlord. The Landlord and the Tenant shall otherwise
each bear their own costs in connection wfth the rent review
11
If the revised Rent has not been agreed by the Landlord and the Tenant or
determined by the Surveyor on or before the Review Date the Rent payable from the
Review Date wilf continue at the rate payable immedialely before the Review Date.
No later than fifteen (IS) working days after the revised Rent is agreed or the
Surveyor's determination is notified to the Landlord and the Tonant the Tenant will
12
pay:
the shortfal (if any) between the amount that it has paid for Iho penod from
the Review Date until the Quarter Day following the date of agreement or
notification of the revised Rent and the amount that would have been payable
had the revised Rent been agreed or determiied on or before the Review
Date and
12.1
Page 3?
114}
I interest af the Interest Rate on that shortfall calculated on a daily basis by
reference to the Quarter Days on which parts of the shortfelf would have been
payable If the revised Rent had been agreed or determined on or before the
Review Date and the date payment is received by the Landlord
12.2 {
If at the Review Date there shaff be in force any law whrch prevents resfricte cr
modifies the Landlord's right either to review the Renl in accordance with this lease
or to recover any increase in the Rent then the Landlord may when the restriction or
modification is removed relaxed or varied on giving notice to the Tenant (an Interim
Review Notice} require the Tenant to proceed with any review of the Rent that may
have been prevented or to review the Rent further in respect of any review where ths
Landlord's rights were restricted or modified and the date specified in the Interim
Review Notice shall be treated as a Review Date and the Landlord may recover any
increase in the Rent wifh effect from the earnest date permitted by }sw provided
13 V-|rj
always that;
5 13.1 the date epecified in the Interim Review Notice shall not be less than one (1)
mcnth from the dflfe of the notice, and
the service by the Landlord of the Interim Review Notice shall be without
prejudice to any rights the Landlord may have to recover any Rent the
payment of which has been deferred by statute
13.2
Time wtt not be of the essence for the purposes of this Schedule 14
A guarantor will not have any right to p&ilicipat* in the review of the Rent 15
As soon as practicable after the amount of the revised Rent has been agreed or
determined a memorandum recording the amount shall be signed by or on behalf of
the Landlord and the Tenant and endofsed on or attached to this lease and its
counterpart. The Landlord and the Tenant will each bear their own costs in
connection with the memorandum
16
Page 38 UWMK i (946MMMr
I
I I
EXECUTED as a deed by ABBEY LOGISTICS GROUP LIMITED acting by.
Signature of director
Name of director \ f
Is
f vJfrrVll^C^xi
Signature of director/secretary
Name of director/secretary
5
Page 39 14?19V.fi3_1 <96033? 11-1)
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