EXHIBIT 10.13
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DATED 31st December 1997
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PONTSARN INVESTMENTS LIMITED
- to -
MATTHEW CLARK BRANDS LIMITED
- and -
MATTHEW CLARK PC
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UNDERLEASE
- of -
Premises situate at
Plot 2000 Severnside Distribution Park
Western Approach, Bristol
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Term commences: 25th December 1997
Term of years: 25 years
Term expires: 24th December 2022
Annual rent: [poundsymbol]1,550,000
(Subject to increase)
Nabarro Nathanson
50 Stratton Street
London W1X 6NX
Tel: 0171 493 9933
PARTICULARS
1. DATE Thirty First December 1997
2. LANDLORD AND TENANT NEW LEASE
COVENANTS) ACT 1995
3. LANDLORD PONTSARN INVESTMENTS LIMITED
whose registered office is at
Knighton House, 56 Mortimer
Street, London W1N 8BD.
4. TENANT MATTHEW CLARK BRANDS LIMITED
whose registered office is at
Whitchurch Lane, Bristol BS14
OJZ Company Registration
Number 137407.
5. SURETY MATTHEW CLARK PLC whose
registered office is at
Whitchurch Lane aforesaid
Company Registration
Number 163952.
6. THE DEMISED PREMISES The Premises known as Plot
2000 Western Approach
Distribution Centre, Bristol
more particularly described in
Part I of the First Schedule
hereto.
7. DATE OF COMMENCEMENT 25th December 1997.
OF TERM
8. LENGTH OF TERM 25 years.
9. INITIAL RENT ONE MINION FIVE HUNDRED AND
FIFTY THOUSAND POUNDS
[pound symbol] 1,550,000
per annum.
10. RENT COMMENCEMENT DATE The date six months after the
date hereof.
11. RENT REVIEW DATE(S) Every fifth anniversary of the
Date of Commencement of Term.
12. SPECIFIED USER Use as a distribution centre
and/or for storage or any
other purpose within Class B8
of Part B of the Schedule to
the Town & Country Planning
(Use Classes) Order 1987
(hereinafter called "Class
B8") including (as ancillary
thereto) the right to use
areas of the Demised Premises
which are not built upon
for storage purposes; and/or
(but only after 6 May 2007 or
such later date as and when
the transfer of the freehold
to the Landlord has occurred
and as is provided for by such
transfer) for any use or
purpose specified in Class B2
of Part B of the Schedule to
the Town & Country Planning
(Use Classes) Order 1987
(meaning - in both the
aforementioned cases - only
the said Order and not any
modification or re-enactment
thereof).
13. BREAK DATE 25th December 2017.
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CONTENTS
Page
2. DEMISE ...............................................................5
3. TENANT'S COVENANTS ...................................................6
To pay rents................................................................6
To pay outgoings............................................................6
To repair...................................................................7
Decoration..................................................................7
Maintaining plant and fittings..............................................7
Not to overcrowd............................................................8
Comply with Statutory Requirements..........................................8
To comply with the Planning Acts............................................9
To permit the Landlord to enter............................................10
Not to obstruct............................................................11
Not to make alterations....................................................11
Not to erect signs.........................................................14
Not to allow acquisition of easements......................................14
General obligations regarding insurance....................................14
Restrictions on user.......................................................15
User ..................................................................16
Alienation.................................................................16
Registration of Assignments etc............................................20
To permit display of notices for disposal..................................20
To inform the Landlord of notices and claims...............................20
Defective Premises Act 1972................................................20
Drainage ..................................................................20
Electrical installations...................................................20
To permit building on adjoining land.......................................21
Electronic equipment.......................................................21
Indemnity..................................................................21
To yield up................................................................21
Interest on arrears........................................................22
To pay Landlord's Expenses.................................................22
VAT ..................................................................22
Notices ...................................................................23
Guarantor..................................................................23
Superior Interests.........................................................24
Continuation of Lease......................................................24
Covenants in Freehold Title................................................24
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4. LANDLORD'S COVENANTS................................................ 25
Quiet Enjoyment............................................................25
To insure..................................................................25
Superior Lease Rents.......................................................26
Services ..................................................................26
Highway Adoption...........................................................26
The Option Deed............................................................27
5. PROVISO..............................................................27
Proviso for re-entry.......................................................27
Proviso for cesser of rent.................................................28
Exclusion of Landlord's Liability..........................................28
Rights Easements etc.......................................................28
Service of notices.........................................................29
No warranty as to planning.................................................29
Tenant's goods left in Demised Premises....................................29
Statutory Compensation.....................................................29
Disputes between Landlord and Tenant.......................................29
Tenant's Option to Determine...............................................30
Failure to Repair Obligations..............................................30
Landlord and Tenant (Covenants) Act 1995...................................30
Headlease..................................................................30
Interpretation.............................................................31
Headings ..................................................................31
6. SURETY COVENANT......................................................31
THE FIRST SCHEDULE
PART I...............................................................32
PART II..............................................................32
PART III.............................................................34
THE SECOND SCHEDULE Rent Review .............................................36
THE THIRD SCHEDULE Form of Surety Covenant..................................41
THE FIFTH SCHEDULE (Tenant's Works disregarded on review) ..................46
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THIS LEASE is made on the date stated in the Particulars.
BETWEEN the Landlord specified in the Particulars (hereinafter called the
"LANDLORD") of the first part and the Tenant specified in the Particulars
(hereinafter called the "TENANT") of the second part and the Surety specified in
the Particulars (hereinafter called the "SURETY") of the third part.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1.1 In this Deed the following expressions shall have where the context so
admits the following meanings respectively:
"ADJOINING PREMISES"
means the parts of the Estate excluding the Demised Premises
"CODE"
means the Code of Measurement Practice (current edition as at
the date reference requires to be made to it) produced jointly
by the Royal Institution of Chartered Surveyors and the
Institute of Valuers and Auctioneers (or if replaced, any
successor document)
"CONDUIT"
means any conducting medium or other thing by means of which
any facility service or substance may pass
"CONNECTION"
means the surface water drain or drains constructed or to be
constructed from the Demised Premises as shown for the purpose
of identification only coloured blue on Plan Number 1 into the
rhine lying on the Adjoining Premises to the north west of the
Demised Premises (such surface water drain or drains being
located directly opposite the existing outfalls into such
rhine on the Adjoining Premises to the north west of the
Demised Premises)
"ESTATE"
means Severnside Distribution Park Bristol Avon shown for
identification only edged blue on Plan Number 2 together with
any additions or alterations or extensions thereof
"HEADLEASE"
means the Lease dated 6th May 1997 made between Imperial
Chemical Industries PLC and the Tenant the term of which is
(as at the date hereof) vested in the Landlord
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"HEALTH AND SAFETY LAW"
means any Act, approved Code of Practice issued by the Health
and Safety Commission and any directive regulation or other
law of the European Union concerning:
(a) the health, safety and welfare of the Tenant's
employees,
(b) the health, safety and welfare of persons other than
the Tenant's employees who are exposed to risks to
their health and safety, arising out of or in
connection with the Tenant's undertaking at the
Demised Premises,
(c) the control, keeping use and transport of explosive,
highly flammable or dangerous substances or
substances hazardous to human health
"MANAGEMENT DEED"
means the Deed of Covenant dated 6th May 1997 between
Severnside Distribution Park (Bristol) Management Ltd (the
"Management Company") (1) and Imperial Chemical Industries PLC
(2) and/or any supplemental deed entered into by the Landlord
having reference to the same subject matter (and not being a
deed which directly or indirectly varies in a manner adverse
to the Tenant the rights and obligations passed to the Tenant
by this Lease) and any renewal of the Deed of Covenant entered
into between the Management Company and the Landlord on the
Landlord acquiring the freehold to the Demised Premises.
"OPTION DEED"
means the Option Deed dated 6th May 1997 made between Imperial
Chemical Industries PLC (1) and the Tenant (2) (including any
supplemental document thereto created for the purpose of
making the terms thereof binding upon the Landlord)
"PARTICULARS"
means the details and descriptions appearing in the pages
which precede the Contents pages of this Lease and comprising
part of this Deed
"PERMITTED PART"
means a self contained part of the Demised Premises (which if
separated from the balance of the Demised Premises - excluding
any other areas already comprising Permitted Parts - would
leave such balance as a self contained premises) comprising
not less than 75,000 square feet gross internal area measured
in accordance with the Code
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"PLANS"
means the plans annexed hereto and "Plan No. 1" and "Plan No.
2" shall be construed accordingly
"PLANT"
means all (if any) lifts boilers central heating refrigeration
air conditioning and ventilation plant apparatus
communications special installations hot and cold water and
drinking water installations and boosting pumps sprinkler
systems and other fire prevention and fire fighting equipment
fire smoke and security alarms cameras and systems smoke
extraction systems lighting and lightning protection
installations standby generators automatic controls and any
other electrical and mechanical equipment now or hereafter in
or serving the Demised Premises
"RENT"
means the Initial Rent or such other Rent as may become
reserved or payable in accordance with the provisions of the
Second Schedule hereto
"RENTS"
means the aggregate of the rent first reserved and all other
sums whatsoever as become payable by the Tenant to the
Landlord under the provisions of this Lease
"SERVICE CHARGE"
means the payments due from the Landlord by way of Service
Rent (as defined in and payable under the Headlease) while the
Headlease remains in force and thereafter the payments due
pursuant to the Management Deed (or any variation or
replacement thereof so far as it deals with the same matters
or with provision of services for the benefit of the Demised
Premises)
"SERVICES"
means the Services to be provided by the Management Company
pursuant to the Management Deed
"SERVICE CORRIDOR"
means the strip of land forming part of the Estate adjacent to
the carriageway on the Estate road shown for the purposes of
identification only coloured green on plan no. 2 which is
comprised within the land to be adopted pursuant to the
agreement dated 18 March 1996 made between Avon County Council
(1) and Imperial Chemical Industries Plc (2) under (inter
alia) Section 38 of the Highways Act 1980
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"SUPERIOR LANDLORD"
means the person in whom the reversionary interest in the
Headlease is vested (from time to time)
"SUPPLEMENTAL DOCUMENT"
means any deed agreement licence memorandum letter or other
document which in any way varies this Lease or which is or
become supplemental to this Lease whether or not expressed to
be so
"TERM"
means the term described in the Particulars which where
applicable shall include the period of any holding over or any
extension or continuance thereof whether by statute or at
common law
"TERMINATION DATE"
means the date of expiration or sooner determination of the
Term
"VAT"
means Value Added Tax or any similar tax from time to time
replacing it or performing a similar fiscal function
"VAT ACT"
means references to the VAT Act include the Value Added Tax
Act 1994 any other statutes concerned with VAT as amended from
time to time any Act from time to time replacing re-enacting
or consolidating the same any regulations made pursuant to the
same and any directives and regulations adopted by the Council
of the European Communities which relate to VAT
"VAT ELECTION"
means an election made by any person under paragraph 2 of
Schedule 10 to the VAT Act which has the effect of a waiver of
exemption on any VAT Supply made by the Landlord or by the
representative member of any VAT Group of which the Landlord
is a member in relation to the Demised Premises
"VAT GROUP"
means a group of companies within the meaning of Section 43 of
the VAT Act
"VAT SUPPLY"
the meaning which "supply" has for the purpose of the VAT Act
and any reference to a VAT Supply by or to any person shall
include a reference to a
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supply by or to the representative member of any VAT Group of
which the person is a member
1.2 INCLUSION OF PARTICULARS
In this Lease the details and descriptions appearing in the Particulars
shall be included in the Lease and form part of the Deed and shall in
this Lease where the context so admits have the meanings ascribed
hereto in the Particulars
2. DEMISE
2.1 In consideration of the rents covenants and conditions hereinafter
reserved and contained, the Landlord HEREBY DEMISES unto the Tenant ALL
THOSE the Demised Premises EXCEPT AND RESERVED unto the Landlord and
any other persons entitled thereto the rights set out in Part II of the
First Schedule hereto and TOGETHER WITH the rights set out in Part III
of the First Schedule
2.2 TO HOLD the Demised Premises unto the Tenant for the Length of Term
commencing on the Date of Commencement of Term
2.3 SUBJECT TO all rights easements privileges restrictions and
stipulations of whatever nature appertaining to or affecting the
Demised Premises
2.4 YIELDING AND PAYING therefor unto the Landlord yearly during the Term
and so in proportion for any less time than a year:
2.4.1 FIRST during the Term commencing from and including the Rent
Commencement Date:
(a) the Initial Rent or (if higher)
(b) such other rent or rents as become payable under and by virtue
of the provisions of the Second Schedule hereto
to be paid clear of all deductions by equal quarterly payments in
advance on the usual quarter days in every year (by banker's order if
the Landlord so requires) the first payment to be for the period
commencing on the Rent Commencement Date to the day immediately
preceding the next usual quarter day next following such date and to be
made on the Rent Commencement Date
2.4.2 SECONDLY by way of further and additional rent the whole of the yearly
sum which the Landlord shall from time to time pay by way of premium or
premiums for keeping the Demised Premises and all fixtures therein
(excluding (unless the Landlord elects otherwise) any tenant's or trade
fixtures or alterations) insured in the full reinstatement value
thereof including (without limitation) allowance for inflation in
building costs demolition and site clearance expenses for temporary
support and protection of any building cost of compliance with local
authority requirements Architects' fees and Quantity Surveyors' fees
and other incidental expenses and (if the Landlord in its reasonable
discretion from time to time sees fit) VAT on all matters hereinbefore
referred
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to whether or not the Landlord has made a VAT Election against loss or
damage by fire storm tempest lightning explosion or aircraft (not being
hostile aircraft) and things dropped therefrom and against such other
Insurable Risk or risks as the Landlord may from time to time deem
prudent (all such risks being hereinafter called the "INSURED RISKS")
and the premium or premiums which the Landlord shall from time to time
pay for insuring loss of the Rent payable under this Lease (having
regard to any review of the Rent which may become due under this Lease)
for three years such further rent in each case to be payable from the
date hereof and to be paid in each year on demand
2.4.3 THIRDLY with effect from the Date of Commencement of Term as additional
yearly rent the Service Charge payable in accordance with Schedule 4
2.4.4 FOURTHLY by way of further and additional rent (but without prejudice
to any other right remedy or power herein contained or otherwise
available to the Landlord) all such sum or sums as may become payable
by the Tenant to the Landlord under the provisions of this Lease
(including interest and VAT) such sum or sums to be paid on the
relevant dates provided for in this Lease or (if not so provided for)
upon demand
2.4.5 FIFTHLY as additional rent interest (calculated in accordance with
clause 3.29 below) payable on demand on any sum of whatsoever nature
due from the Tenant to the Landlord (whether as rent or otherwise)
which shall not be received by the Landlord within fourteen days of the
date the sum is due
3. TENANT'S COVENANTS
3.1 TO PAY RENTS
To pay the respective rents hereby reserved on the days and in the
manner aforesaid clear of any legal or equitable set-off or any other
deductions whatsoever
3.2 TO PAY OUTGOINGS
3.2.1 To pay all existing and future rates taxes charges assessments
outgoings and impositions whether parliamentary parochial or otherwise
assessed charged or imposed upon or in respect of the Demised Premises
or upon the owner or occupier in respect thereof
3.2.2 To pay and indemnify the Landlord against all rates taxes duties
charges assessments impositions and outgoings which are or become
payable by the Landlord as a result of the Demised Premises being
vacant at a date prior to the Termination Date and the Tenant's
obligations under this sub-clause shall remain in force following the
Termination Date
3.2.3 To pay or in the absence of direct assessment on the Demised Premises
to repay to the Landlord the proportion properly attributable to the
Demised Premises (such proportion to be determined by the Landlord's
surveyor whose decision shall be conclusive) on demand all charges in
respect of gas electricity steam soil water telephone electrical
impulses and other services supplied to or consumed in the Demised
Premises
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3.3 TO REPAIR
3.3.1 To repair and keep in good and substantial repair and condition and to
maintain and decorate the Demised Premises and all additions thereto
(damage by any of the Insured Risks excepted save to the extent that
the policy or policies of insurance shall have been vitiated or payment
of any of the policy moneys withheld or refused in whole or in part by
reason of any act neglect or default of the Tenant or any underlessee
or any of their respective servants agents licensees or invitees) and
in particular but without prejudice to the generality of the foregoing
to clean all open or landscaped areas and to keep the Demised
Premises
in a clean and tidy condition
3.3.2 To pay on written demand to the Landlord or to whomsoever it may direct
a fair proportion (to be reasonably assessed by the Landlord's
surveyor) of the costs of repairing, maintaining and replacing all
party walls fences and gutters and other party structures and all
sewers drains pipes wires and cables which serve the Demised Premises
in common with other Premises
3.3.3 Where the Tenant shall fail to leave the Demised Premises in the
condition referred to in this Clause 3.3 on the Termination Date the
Landlord may do or effect all such repairs maintenance and decoration
for which the Tenant shall be liable hereunder and the proper costs
thereof shall be paid by the Tenant to the Landlord on demand and the
Tenant will also pay to the Landlord mesne profits at the rate of the
Open Market Rent on the day immediately after the Termination Date (and
which shall be ascertained in accordance with the provisions of the
Second Schedule hereto) during the period reasonably required for the
carrying out of such works and the amount of such mesne profits shall
be added to the cost of carrying out such works as aforesaid and shall
also be paid on demand
3.3.4 To keep any part of the Demised Premises which may not be built upon
adequately surfaced in good condition swept clean and all landscaped
areas properly cultivated and free from weeds and to ensure all grassed
areas are mown as and when necessary so that the same shall have a neat
and tidy appearance at all times.
3.4 DECORATION
3.4.1 During the fifth year every fifth year thereafter and in the last year
of the Term (howsoever determined) to paint in a proper and workmanlike
manner with two coats at least of best quality paint all parts usually
painted of the Demised Premises and all additions thereto and after
each internal painting to redecorate with high quality materials all
such parts of the interior of the Demised Premises as have been
previously so dealt with and so often as in the reasonable opinion of
the Landlord may be necessary and in any event during the last six
months of the Term (howsoever determined) to clean all external
surfaces of the Demised Premises and to repoint any brickwork
3.5 MAINTAINING PLANT AND FITTINGS
To keep the Landlord's Plant machinery fixtures and fittings now or at
any time during the Term in or upon any part of the Demised Premises in
good working order repair and condition and from time to time (when
beyond repair or when reasonable so to do) to
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replace the same or any of them by suitable articles or equipment of
similar and modern kind and equal value to the reasonable satisfaction
of the Landlord and (without limitation) immediately prior to the
Termination Date if reasonably necessary to renew all carpets and
suspended ceilings in any offices areas within the Demised Premises
3.6 NOT TO OVERCROWD
Without prejudice to any other provisions of this Lease not to permit
to be working in the Demised Premises at any time such a number of
persons that the requirements as to sanitary conveniences and washing
facilities contained in or imposed under the Offices Shops and Railway
Premises Act 1963 or any Act amending or replacing that Act will not be
complied with and at all times to comply with the provisions of or made
under the said Act or other Acts in respect of such conveniences and
facilities
3.7 COMPLY WITH STATUTORY REQUIREMENTS
3.7.1 In this Clause the following expression bears the following meaning
namely "ACT OF PARLIAMENT" means every Act of Parliament that may be
relevant to the Demised Premises its use or anything or any person
thereon at any time including (without limitation) every Act of
Parliament whether in force at the date hereof or not any subsequent
statutory re-enactment or modification of any Act of Parliament and any
order regulation directive (including European Union directives and
regulations) bye-law rule consent or licence made or granted under any
Act of Parliament or by any European Union legislative body or any
other Public or Local Authority (acting in its official capacity) or by
any Court of competent jurisdiction and any reference to a specific Act
of Parliament shall be construed accordingly
3.7.2 At all times during the Term:
(a) to observe and comply in all respects with the provisions and
requirements of every Act of Parliament so far as they relate
to or affect the Demised Premises or any additions or
improvements thereto or the user thereof for the purposes of
any manufacture process trade or business or the employment
therein of any person or persons or any fixtures machinery
plant or chattels for the time being thereon or used for the
purposes thereof and
(b) to execute all works and provide and maintain all arrangements
which by or under any Act of Parliament are or may be directed
or required to be executed and maintained at any time during
the Term upon or in respect of the Demised Premises or any
additions or improvements thereto or in respect of any user
thereof or employment therein of any person or persons or
fixtures, machinery plant or chattels as aforesaid whether by
the landlord or tenant thereof
(c) to indemnify the Landlord against all costs charges and
expenses of or incidental to the execution of any works or the
provision or maintenance of any arrangements so directed or
required as aforesaid and not at any time during the Term to
do omit or suffer to be done or omitted on or about the
Demised Premises
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any act or thing by reason of which the Landlord may become
liable to pay any penalty damages compensation costs charges
or expenses
3.7.3 Without limitation to the preceding provisions of this Clause 3.7 at
all times during the Term complying with the Health and Safety Law and
in particular:
(a) with any requirements relating to the use or occupation of the
Demised Premises
(b) to prepare (when and to the extent required by the Health and
Safety Law) a formal assessment of the risks to the health and
safety of the Tenant's employees, and of persons other than
the Tenant's employees, arising out of or in connection with
the Tenant's undertaking at the Demised Premises; and
(c) to provide to the Landlord on written request:
(i) a copy of its current health and safety policy
statement; and
(ii) full details of any accidents or events reportable
under Health and Safety Law together with copies of
any notices served by any regulatory body on the
Tenant or other occupier of the Demised Premises
under Health and Safety Law and copies of any
associated correspondence
3.8 TO COMPLY WITH THE PLANNING ACTS
3.8.1 In this Clause the following expressions bear the following meanings
namely: the "PLANNING ACTS" means the Town and Country Planning Act
1990 the Planning (Listed Building and Conservation Areas) Act 1990 the
Planning (Hazardous Substances) Act 1990 the Planning (Consequential
Provisions) Act 1990 the Planning and Compensation Act 1991 and all
supplemental planning legislation and the Public Health Acts 1936 to
1961 or any statutory modification or re-enactment thereof for the time
being in force and any regulations or orders made thereunder "PLANNING
PERMISSION" means any permission consent or approval given or deemed to
be given under the Planning Acts and "DEVELOPMENT" bears the same
meaning as in the Planning Acts
3.8.2 To comply in all respects with the provisions and requirements of the
Planning Acts and of all Planning Permissions so far as the same relate
to or affect the Demised Premises or any operations works acts or
things already or hereafter to be carried out executed done or omitted
thereon or the use thereof for any purpose
3.8.3 During the Term so often as occasion shall require at the expense in
all respects of the Tenant to obtain all such Planning Permissions and
serve all such notices as may be required for the carrying out of any
operations on the Demised Premises or the institution or continuance
thereon of any use thereof which may constitute Development but so that
no application for planning permission shall be made without the
previous written consent of the Landlord (which consent in relation to
any application that cannot result - whether immediately or at a later
date - in the loss of the entitlement to continue to use the Demised
Premises for Class B8 is not to be unreasonably withheld)
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3.8.4 Subject only to any statutory direction to the contrary to pay and
satisfy any charge or levy that may now or hereafter be imposed under
the Planning Acts in respect of the institution or continuance of any
such use as aforesaid
3.8.5 Notwithstanding any consent which may be granted by the Landlord under
this Lease not to carry out or make any alteration or addition to the
Demised Premises or any change of use thereof (being an alteration or
addition or change of use which is prohibited by or for which the
Landlord's consent is required to be obtained under this Lease and for
which a Planning Permission needs to be obtained) before all necessary
notices under the Planning Acts have been served or before all such
notices and all such necessary Planning Permissions have been produced
to the Landlord and approved by it in writing BUT so that the Landlord
may refuse such approval on the grounds that anything contained therein
or omitted therefrom or (as regards Planning Permission) the period
thereof in the reasonable opinion of the Landlord or its surveyor would
be or be likely to be prejudicial to it or to its interest in the
Demised Premises or could result in the loss of the entitlement to
continue to use the Demised Premises for Class B8 whether during the
Term or following the Termination Date PROVIDED THAT subject to the
aforementioned protection for the Landlord the said approval of the
Landlord shall not be unreasonably withheld
3.8.6 Unless the Landlord shall otherwise direct to carry out and complete
before the Termination Date:
(a) any works stipulated to be carried out to the Demised Premises
by a date subsequent to the Termination Date as a condition of
any Planning Permission granted before the Termination Date
and
(b) any Development begun upon the Demised Premises in respect of
which the Landlord shall or may be or become liable for any
charge or levy under the Planning Acts
3.8.7 If and when called upon so to do to produce to the Landlord or its
surveyor all such plans documents and other evidence as the Landlord
may reasonably require in order to satisfy itself that the provisions
of these covenants have been complied with in all respects
3.9 TO PERMIT THE LANDLORD TO ENTER
To permit the Landlord with or without its agents surveyors workmen and
others at reasonable times after at least twenty four hours' notice
(except in case of emergency):
3.9.1 to enter and view the condition of the Demised Premises and to give the
Tenant or leave on the Demised Premises notice in writing of any
defects decays or wants of reparation to the Demised Premises or other
works or acts for which the Tenant shall be liable hereunder AND if the
Tenant shall not within fourteen days (or such longer period not
exceeding three months as is reasonable in the circumstances) after
such notice (or immediately in case of emergency) commence and proceed
diligently to comply with such notice it shall be lawful for the
Landlord and its contractors agents and workmen (but without prejudice
to the rights of re-entry hereinafter referred to) to enter the
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Demised Premises and do such works and do such acts as may be necessary
to comply with the said notice and the proper cost thereof shall be a
debt due from the Tenant to the Landlord and shall be forthwith
recoverable by action or by distress as rent in arrear
3.9.2 to enter the Demised Premises for the purpose of taking schedules or
inventories of the fixtures and things in the Demised Premises to be
yielded up at the Termination Date
3.10 NOT TO OBSTRUCT
Not to:
3.10.1 place or suspend any excessive or undue weight on or front the floors
ceilings or walls of the Demised Premises
3.10.2 allow empty containers (other than trade empties or pallets which are
stored tidily) or rubbish of any description to accumulate upon the
Demised Premises or any pavement or area and generally to keep the
Demised Premises all open or landscaped areas in a clean and tidy
condition free from deposits of materials oil waste or other
deleterious matter
3.10.3 bring or keep upon the Demised Premises anything which is or may become
untidy unclean unsightly or in any way detrimental to the amenity of
the Demised Premises or the neighbourhood and forthwith to comply with
the requirements of any written notice to restore the amenity as
aforesaid and in the event of the Tenant failing to comply with such
notice the Landlord shall be entitled to enter upon the Demised
Premises and carry out any works necessary to comply therewith and to
recover the cost thereof from the Tenant upon demand but this covenant
shall be subject to the right of the Tenant to store tidily trade
empties and pallets both inside and outside the buildings on the
Demised Premises
3.10.4 stop up darken or obstruct any windows or lights openings in or
belonging to the Demised Premises
3.11 NOT TO MAKE ALTERATIONS
3.11.1 Not to erect any new building or new structure of any kind upon the
Demised Premises or any part thereof of a nature not permitted under
the Headlease
3.11.2 Not to erect any new building or carry out any alteration which would
prejudice either the structural integrity of any building on the
Demised Premises or the value of the Landlord's interest in the Demised
Premises subject to and with the benefit of this Lease
3.11.3 Subject to sub-clauses 3.11.1, 3.11.2 and 3.11.4 of this clause not
without the prior written consent of the Landlord (which shall not be
unreasonably withheld) at any time during the Term to:
(a) make any external or internal alteration or addition to the
Demised Premises or cut maim or remove any of the walls beams
columns or other parts of the Demised Premises
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(b) erect or affix any machinery (other than usual machinery
appropriate for a distribution warehouse or storage premises)
upon or to the Demised Premises
(c) make any external projections from the Demised Premises
(d) make any change to the existing design or appearance or the
external decorative scheme of the Demised Premises
(e) alter the electrical wiring and installations in the Demised
Premises other than in accordance with the Regulations of the
Institution of Electrical Engineers and without the prior
written consent of the Landlord (such consent not to be
unreasonably withheld)
(f) remove any of the Plant
3.11.4 The Tenant shall not require the Landlord's consent for internal
non-structural alterations to the Demised Premises and related
alterations to electrical wiring and other utilities but shall not make
such alterations without producing to the Landlord before commencing
the same detailed plans and specifications of the relevant works and an
unconditional undertaking to remove the same and reinstate the Demised
Premises prior to the Termination Date
3.11.5 Without prejudice to Clause 3.28 hereof the Tenant shall on or before
the Termination Date:
(a) unless the Landlord directs the Tenant in writing to the
contrary remove any alterations or improvements permitted
under this Lease including any signs or signboards displayed
by the Tenant and reinstate the Demised Premises to their
original state and condition and
(b) if requested in writing by the Landlord remove all (if any)
internal partitioning in the Demised Premises (whether or not
they comprise Landlord's fixtures or fittings) which has been
installed by the Tenant during the Term
(c) making good any damage thereby caused to the reasonable
satisfaction of the Landlord
3.11.6 If the Tenant makes any alterations or additions to the Premises in
breach of this Clause 3.11 then in addition to any other remedies and
powers available to the Landlord (and without prejudice to them) the
Landlord may remove and reinstate such additions or alterations and the
reasonable and proper cost of carrying out such work will be repaid to
the Landlord by the Tenant on demand.
3.11.7 In relation to any works to the Demised Premises the responsibility of
or which are undertaken by the Tenant or any other person pursuant to
or in accordance with any provision of this Lease and to which the
Construction (Design and Management) Regulations 1994 (the
"REGULATIONS") apply (the "WORKS")
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(a) to procure that the Regulations are complied with; and
(b) to procure that the Tenant (or as the case may be any
Permitted Underlessee) shall act as sole "client" for the
purposes of the Regulations and that a declaration to that
effect will be made by the Tenant under Regulation 4 of the
Regulations (with a copy sent at the same time to the
Landlord); and
(c) promptly to provide to the Landlord a full and complete copy
of the health and safety file for the Works prepared in
accordance with the Regulations and any Code of Practice or
other guidance issued by any competent authority and (no later
than the Termination Date) the original health and safety file
itself; and
(d) to procure that there shall be granted to the Landlord a
royalty free and irrevocable licence to use and copy any
design as built and maintenance and operational information
and documentation and other information comprised in the
health and safety file for any purpose connected with the
Demised Premises and on the basis that such licence shall
include the right to grant sub-licences to and shall be
assignable to third parties without consent
(e) the Tenant shall not allow any material which is deleterious,
polluting or dangerous (to persons or property) to enter from
the Demised Premises into the subsoil or to any adjoining or
nearby property and shall not do anything on the Demised
Premises or cause to be present on the Demised Premises any
matter or thing which may cause loss to the Landlord by reason
of any Environmental Law Provided Always that the Tenant shall
have no liability in respect of any Dangerous Substance which
existed at the Demised Premises prior to the date upon which
the Tenant commenced its building operations for the original
erection of the buildings at the Demised Premises
(f) subject to the proviso to the preceding sub-clause the Tenant
shall ensure that all Environmental Laws relating to the
carrying out of any operations on the Demised Premises or the
use thereof or the existence of the Demised Premises shall be
complied with at all times
(g) In this clause:
(i) "Dangerous Substances" means any substance (whether
in the form of a solid, liquid, gas or vapour) the
generation, keeping, transportation, storage, use or
disposal of which gives rise to a risk of causing
harm) to humans or to any other living organism, or
causing damage to the Environment and includes any
controlled, special, hazardous, toxic, radioactive or
dangerous waste.
(ii) "Environmental" means the environment as defined in
Section 1(2) of the Environmental Protection Act
1990.
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(iii) "Environmental Law" means any legal rule, regulation
or obligation in force from time to time concerning
the protection of human health or the Environment or
Dangerous Substances.
3.12 NOT TO ERECT SIGNS
(a) Subject to subclause 3.12(b) not to affix or exhibit or permit
to be affixed or exhibited to or upon any part of the exterior
of the Demised Premises (or within the same so as to be
visible from the exterior thereof) any placard poster
signboard notice or other advertisement save for any
reasonable notice or signs stating the name and/or business of
the Tenant and/or any undertenants which notices shall be of a
form appropriate for a high class distribution warehouse or
storage park and the location form and size of such notices
shall be first approved in writing by the Landlord (such
approval not to be unreasonably withheld)
(b) Landlord's consent shall not be required for reasonable
directional signs and other reasonable signs relating to the
operation of the Tenant's business at the Demised Premises
3.13 NOT TO ALLOW ACQUISITION OF CASEMENTS
Not to permit or suffer any encroachment upon the Demised Premises or
the acquisition of any new right to light passage drainage or other
easement on over or under the Demised Premises and if any such
encroachment or easement shall be made or acquired or threatened and at
the cost of the Tenant to do all such things as may be proper for the
purpose of preventing the making of such encroachment or the
acquisition of such easement or right PROVIDED ALWAYS that if the
Tenant shall omit or neglect forthwith to do all such things as
aforesaid it shall be lawful for the Landlord or its agents officers
servants and workmen to enter the Demised Premises and to do the same
and any expenses reasonably so incurred by the Landlord shall be repaid
to the Landlord by the Tenant within seven days of a written demand in
that behalf
3.14 GENERAL OBLIGATIONS REGARDING INSURANCE
3.14.1 Not to do anything which may prejudice any insurance effected by the
Landlord under this Lease over the Demised Premises or which may result
in any insurance under this Lease becoming void or voidable or (without
the prior written consent of the Landlord which shall not be
unreasonably withheld) the rate of premium under such insurance being
increased and the Tenant will at all times comply with all requirements
and recommendations of the Landlord's insurers and (without prejudice
to the Landlord's rights of action in respect of a breach of the
provisions contained in this sub-clause) repay to the Landlord on
demand all sums paid by way of increased premiums and all expenses
incurred by it in consequence of a breach of the provisions contained
in this Clause and all such payments shall be added to and form part of
the Rents reserved by this Lease and be recoverable as rent in arrear
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3.14.2 To keep the Demised Premises supplied with such fire fighting equipment
as the Landlord's insurers or any competent fire authority may properly
require and will maintain that equipment to the satisfaction of all
those persons
3.14.3 Not to store inflammable substances or goods (save in proper containers
and approved when necessary by the insurers and any relevant regulatory
authority) nor explosive substances or goods at the Demised Premises or
obstruct the access to any fire equipment or the means of escape from
or over the Demised Premises and will immediately give notice to the
Landlord of any event which may affect any of the insurances effected
by the Landlord under this Lease
3.14.4 To pay to the Landlord on demand the cost of a periodic valuation of
the Demised Premises made (not more frequently than at intervals of 3
years) by or for the Landlord for insurance purposes
3.14.5 To pay to the Landlord on demand the whole of any amount reasonably
determined by the Landlord or its surveyor to be the expenses
reasonably incurred by the Landlord in making pursuing or enforcing any
claim against the Landlord's insurers arising from the Landlord's
insurance under this Lease
3.14.6 Not to effect any insurance of the Demised Premises in respect of the
Insured Risks other than insurance of Tenant's fixtures (not insured by
the Landlord) which fall outside the Landlord's reinstatement
obligation
3.14.7 If the payment of any insurance monies is refused in whole or in part
by reason of any act or default of the Tenant or anyone under its
control the Tenant will pay to the Landlord on demand the amount so
refused
3.14.8 To pay to the Landlord on demand the amount of any excess required by
the insurers in connection with any damage or destruction to the
Demised Premises
3.14.9 If requested by the Landlord to remove its fixtures and effects from
the Demised Premises to allow the Landlord to repair or reinstate the
Demised Premises
3.15 RESTRICTIONS ON USER
3.15.1 Not to do or permit to be done anything in or upon the Demised Premises
which may be or become an unlawful nuisance damage disturbance or
danger to the Landlord or other occupiers of any adjoining property
owned by the Landlord
3.15.2 Not to permit the Demised Premises or any part thereof to be used for
any illegal or immoral purposes or for any offensive disreputable noisy
or dangerous trade business pursuit or occupation or as a betting
office or for residential or sleeping purposes
3.15.3 Not to play or use in the Demised Premises any musical instrument
loudspeaker tape recorder gramophone radio or other equipment or
apparatus that is unduly noisy
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3.16 USER
Not to use the Demised Premises or any part thereof for any purpose
other than the Specified User
3.17 ALIENATION
Generally
3.17.1 In this Clause the following expressions bear the following meanings
namely:
(a) "PERMITTED UNDERLEASE" sell shall be an underlease which:
(i) contains provision for review of rent (in an upwards
direction only) corresponding both as to terms and
dates with the rent review provisions in this Lease
(ii) is granted without taking any fine or premium
(iii) reserves not less than the higher of (aa) the rent
reserved under this Lease (or an apportioned part
thereof) as at the date of its creation (provided
that this subclause (aa) shall only apply to
underleases granted before the agreement or
determination of the rent review due under this Lease
on 25th December 2002 or the failure of either party
to implement that review on that date) and (bb) the
open market rent for the premises thereby demised as
at the date of its creation
(iv) is not in breach of clause 3(21)(d) of the Headlease
(at a time when the Headlease still subsists)
(v) does not demise any land or interest in land other
than the Demised Premises or part thereof and the
rights hereby granted
(vi) provides for an annual rent which is to be paid by
equal quarterly payments in advance on the usual
quarter days
(vii) contains covenants on the part of the undertenant
similar in all respects to the covenants on the part
of the Tenant contained in this Lease save in
relation to such covenants as do not relate to the
sub-demised premises or are otherwise inappropriate
in the context of all underletting
(viii) contains a condition for re-entry on breach of any
covenant by the undertenant or in the event of the
undertenant's insolvency
(b) In the case of a Permitted Part:
(i) is validly contracted out of Sections 24-28
(inclusive) of the Landlord and Tenant Act 1954 by
order of a County Court
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(ii) contains comprehensive service charge provisions for
the recovery of (without limitation) the cost of
maintenance repair and decoration of the main
structure (if not demised) and common parts of the
Demised Premises such service charge provision (and
the lessor's obligation to provide such services) to
be in a form first approved by the Landlord (such
approval not to be unreasonably withheld or delayed)
(iii) contains rights and reservation which are first
approved by the Landlord (such approval not to be
unreasonably withheld or delayed)
(iv) prohibits any sub division or underletting of part of
the Permitted Part
(c) "PERMITTED UNDERLESSEE" shall be a person who shall prior to
any underletting have entered into a direct covenant with the
Landlord to observe and perform the covenants contained in the
underlease on the part of the lessee to be observed and
performed In the event of a Permitted Underlessee being an
unquoted limited company such company shall not be a Permitted
Underlessee unless if the Landlord reasonably so requires one
or more acceptable guarantors for the proposed underlessee
enters into a direct covenant with the Landlord in such form
as the Landlord reasonably requires
(d) "AUTHORISED GUARANTEE AGREEMENT"
has the meaning defined in and for the purposes of Section 16
of the Landlord and Tenant (Covenants) Act 1995 which shall be
made by separate deed
3.17.2 GENERAL PROHIBITIONS
(a) Not to assign or part with or share possession or occupation
of the whole or any part of the Demised Premises nor to charge
or mortgage part only of the Demised Premises nor agree to do
any of the foregoing save in accordance with sub-clauses
3.17.3 and 3.17.6 below
(b) Not to allow any person to have beneficial occupation of the
Demised Premises or any part thereof except by virtue of one
of the permitted transactions set out in sub-clauses 3.17.3
and 3.17.6 below
(c) Not to hold or occupy the Demised Premises or any part thereof
as trustee or agent or otherwise for the benefit of any other
person
(d) Not to grant any underlease of any part of the Demised
Premises which could result in there being more than four
separate occupiers
3.17.3 PERMITTED TRANSACTIONS
Not without the previous written consent of the Landlord (which shall
not be unreasonably withheld or delayed and in the case of 3.17.3(a)
subject always to Clauses 3.17.4(a) and 3.17.4(b):
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(a) to assign the whole of the Demised Premises
(b) to underlet the whole of the Demised Premises by a
Permitted Underlease to a Permitted Underlessee
(c) to underlet a Permitted Part by a Permitted Underlease to a
Permitted Underlessee
(d) to permit the assignment of any Permitted Underlease of the
whole or a Permitted Part of the Demised Premises except to
another Permitted Underlessee
3.17.4 CONSENTS ETC
(a) It is agreed that the Landlord shall not be regarded as
unreasonably withholding consent to any proposed assignment of
the whole of the Demised Premises if it is withheld on the
ground (and it is the case) that one or more of the
circumstances mentioned below exist whether or not such
withholding is solely on such ground or on that ground
together with other grounds:
(i) that there are any Rents due which have not been paid
to the Landlord
(ii) that in the reasonable opinion of the Landlord the
proposed assignee is a person who is not likely to be
able to meet its obligations under this Lease and/or
who could be such a person following the assignment
(iii) that the proposed assignment is to a "HOLDING
COMPANY" "SUBSIDIARY" or "WHOLLY-OWNED SUBSIDIARY"
(all of which shall have the meanings ascribed to
them in Section 736 of the Companies Act 1985) of the
Tenant
(b) On any assignment the Tenant shall:
(i) enter into an Authorised Guarantee Agreement which
will encompass the obligations set out in the Third
Schedule to this Lease and which shall otherwise be
in such form as the Landlord may reasonably require
and be prepared by or on behalf of the Landlord and
at the cost of the Tenant
(ii) if the Landlord reasonably so requires the Tenant
will obtain one or more acceptable guarantors for the
proposed assignee who will covenant with the Landlord
in the terms (mutatis mutandis) set out in the Third
Schedule
(c) Clauses 3.17.4(a) and 3.17.4(b) shall operate without
prejudice to the right of the Landlord to refuse such consent
on any other ground or grounds where such refusal would be
reasonable or to impose further conditions upon the grant of
consent where such imposition would be reasonable
(d) Not more than three underleases of Permitted Parts shall
subsist at any one time in the Demised Premises (but if the
Tenant shall have wholly vacated the said maximum shall be
four)
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3.17.5 UNDERLEASE MANAGEMENT
In relation to any Permitted Underlease:
(a) to use reasonable endeavours to enforce the covenants or
conditions on the part of any Permitted Underlessee but the
Tenant shall not be obliged to re-enter on the relevant
premises unless it is reasonably necessary so to do having
regard to the severity of the breach and the availability of
other remedies
(b) not to commute or waive any rents payable by a Permitted
Underlessee
(c) not to vary the terms thereof accept any surrender thereof
without the previous written consent of the Landlord (such
consent not to be unreasonably withheld)
(d) not do or permit to be done any action which shall prejudice
the right to review the rent payable and with all due speed
and diligence to take all such action as shall be necessary to
secure that the said rent shall be reviewed in accordance with
the terms thereof (unless in the reasonable opinion of the
Tenant such review would be unlikely to result in an increased
rent) at all times keeping the Landlord fully informed of
progress on rent reviews and furnishing any information
reasonably required to the Landlord
(e) to observe and perform all the obligations imposed on the
Tenant as sub-lessor
3.17.6 SHARING OCCUPATION
Notwithstanding the foregoing provisions of this Clause 3.17 the Tenant
may without the consent of the Landlord part with or share possession
or occupation of the Demised Premises or any part or parts thereof with
a company or companies which are members of the same group (as defined
by Section 42 of the Landlord and Tenant Act 1954) (a "PERMITTED
OCCUPIER") PROVIDED THAT:
(a) no relationship of landlord and tenant shall be created or
exist between the Tenant and the Permitted Occupier
(b) the rights of the Permitted Occupier shall forthwith determine
on it ceasing to fall within the definition of Permitted
Occupier
(c) the Tenant shall give notice to the Landlord within fourteen
days of the commencement and termination of each such parting
with or sharing possession or occupation of the Demised
Premises
3.17.7 INFORMATION
From time to time during the Term to furnish to the Landlord on demand
full particulars of all derivative interests of or in the Demised
Premises howsoever remote or inferior
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3.18 REGISTRATION OF ASSIGNMENTS ETC
To leave two certified copies of every assignment transfer mortgage
charge underlease probate letters of administration order instrument or
other writing effecting or evidencing any transmission or devolution of
any estate or interest (derivative or otherwise) in the Demised
Premises or any part thereof to the Solicitors of the Landlord for
registration within one month from the date thereof and to pay to the
Landlord's Solicitors their reasonable registration fee and any VAT
payable thereon for each such registration
3.19 TO PERMIT DISPLAY OF NOTICES FOR DISPOSAL
To permit the Landlord without interference during the six months
immediately preceding the Termination Date to affix and retain upon any
part of the Demised Premises a notice for the disposal of the same and
to permit persons with the authority of the Landlord or its agents at
reasonable times to view the Demised Premises
3.20 TO INFORM THE LANDLORD OF NOTICES AND CLAIMS
To give immediate notice to the Landlord of any notice or claim
affecting the Demised Premises or any part thereof
3.21 DEFECTIVE PREMISES ACT 1972
To give written notice to the Landlord of any defect in the Demised
Premises which might give rise to an obligation on the Landlord to do
or refrain from doing any act or thing in order to comply with the duty
of care imposed on the Landlord pursuant to the Defective Premises Act
1972 and at all times to display and maintain all notices which the
Landlord may reasonably from time to time require to be displayed at
the Demised Premises
3.22 DRAINAGE
To take all such measures as may be necessary to ensure that any
effluent discharged into the Conduits which serve the Demised Premises
(whether within the Demised Premises or not) will not be corrosive or
in any way harmful to the Conduits or cause any blockage obstruction or
deposit therein
3.23 ELECTRICAL INSTALLATIONS
Not to use electrical wiring and electrical installations in the
Demised Premises in such a way as to overload the wiring system or any
part of the electrical installations and forthwith following any
reasonable request by the Landlord in that behalf to produce a
certificate of test of the electrical wiring and the electrical
installations in the Demised Premises such certificate to be given by a
competent electrical engineer in accordance with the regulations of the
Institution of Electrical Engineers and the local electricity supply
authority or either of them
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3.24 TO PERMIT BUILDING ON ADJOINING LAND
To permit the Landlord or any party now or hereafter authorised by the
Landlord at any time during the Term to erect or build or alter any
buildings or erections facing adjoining or near to the Demised Premises
to any extent in any manner the Landlord or such other party may think
fit and notwithstanding that such buildings or erections are built or
altered in any way that may obstruct or interfere with the access of
light or air enjoyed by the Demised Premises
3.25 ELECTRONIC EQUIPMENT
Without prejudice to Clause 3.15.1 hereof to indemnify the Landlord
against any claim resulting from any radio or electronic equipment
being used in the Demised Premises in such manner or conditions as to
cause electric electronic or other forms of interference to equipment
operated in any adjoining or neighbouring premises
3.26 INDEMNITY
To keep the Landlord fully indemnified against damages losses costs
expenses proceedings and liabilities arising directly or indirectly out
of the existence state of repair or user of the Demised Premises any
breach of the Tenant's covenants contained in this Lease or contained
in any superior lease (other than in the case of a superior lease in
respect of non-payment of rent or in respect of premises other than the
Demised Premises) or against any liability for any tax levy charge or
other fiscal imposition of whatsoever nature including penalties and
interest on overdue tax (where the Landlord could not reasonably have
paid the tax on the due date) for which the Landlord shall be liable as
a result of any material development carried out on the Demised
Premises and shall on demand pay to the Landlord the amount of any such
sum
3.27 TO YIELD UP
3.27.1 At the Termination Date peaceably and in accordance with the full and
due performance by the Tenant of the covenants on the part of the
Tenant herein contained to surrender and yield up the Demised Premises
unto the Landlord together with all fixtures and additions except those
in the nature of tenant's and trade fixtures provided that the same
shall be removed prior to the Termination Date the Tenant forthwith
making good all damage occasioned thereby
3.27.2 Wherever any plant or other fixtures fittings or improvements to be
removed are connected to or take supplies from any of the mains
services the same shall be disconnected in such manner that all
redundant service media are removed and sealed off at points as close
as possible to the various ring mains or principal distribution pipes
which provide the supplies such removal and sealing to be carried out
so as not to interfere with the continued function of the remaining
services
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3.28 INTEREST ON ARREARS
If and whenever the Tenant shall fail to pay the Rents or any other
monies due under this Lease on the due date (including payments which
the Landlord may have reasonably declined to accept in relation to any
actual or anticipated breach of any of the terms of this Lease) the
Tenant shall pay to the Landlord interest at the rate of Four per cent
(4%) per annum above the base rate of National Westminster Bank MC on
such Rents or other monies as the case may be from the date when it was
due to the date on which it is actually paid
3.29 TO PAY LANDLORD'S EXPENSES
3.29.1 To pay all properly incurred expenses (including Solicitors' Counsels'
Surveyors' Agents' and other professional consultants' fees
disbursements bailiffs commissions and VAT) of the Landlord:
(a) resulting from all applications by the Tenant for any consent
of the Landlord required by this Lease including in cases
where consent is refused or the application is withdrawn
(b) in contemplation of or in connection with the preparation and
service of a notice under Section 146 or 147 of the Law of
Property Act 1925 or any other notice hereunder (including in
particular a notice relating to a Schedule of Dilapidations)
notwithstanding that forfeiture shall be avoided otherwise
than by relief granted by the Court
(c) in connection with any breach of covenant by the Tenant or the
recovery of arrears of the Rents or any monies from time to
time payable by the Tenant to the Landlord pursuant to this
Lease or any Supplemental Document or any matter arising
herefrom
3.29.2 To pay on demand to the Landlord the whole or (as the case may be) a
fair proportion (such proportion to be fairly determined from time to
time by the Landlord's surveyor) of any costs charges expenses or
outgoings of whatsoever nature (including a management charge of 10% of
such costs charges expenses or outgoings) which the Landlord may
reasonably be required to expend or incur in relation to the Demised
Premises or in any way in connection with the Demised Premises as a
result of any application by the Tenant or as a result of any activity
of the Tenant at the Demised Premises which is unlawful or in breach of
obligation hereunder
3.30 VAT
3.30.1 OUTPUT TAX
(a) Where this Lease requires the Tenant to pay repay reimburse or
provide any amount or other consideration in respect of a VAT
Supply to the Tenant by the Landlord that amount or other
consideration will be deemed to be exclusive of any VAT
chargeable on that VAT Supply (whether by virtue of a VAT
Election
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made or to be made or otherwise) and the Tenant will when
paying or providing the relevant amount or other consideration
also pay to the Landlord a sum equal to that VAT on receipt of
valid VAT invoice
(b) If the grant of this Lease is or gives rise to a VAT Supply
(whether by virtue of a VAT Election or otherwise) by the
Landlord to the Tenant then (except in so far as provided for
by Clause 3.31.1(a)) the Tenant will pay to the Landlord a sum
equal to the VAT chargeable on that VAT Supply on the date of
the grant or (if later) when demanded by the Landlord and (in
either case) on receipt of a valid VAT invoice
3.30.2 INPUT TAX
Where this Lease requires the Tenant to pay repay reimburse or provide
any amount or other consideration in respect of a VAT Supply to the
Landlord the Tenant will pay to the Landlord a sum equal to any VAT
charged to the Landlord on that VAT Supply less any part of that VAT
for which the Landlord obtains credit or which the Landlord is
otherwise able to recover as input tax
3.31 NOTICES
3.31.1 In this Clause "NOTICE" means any written permission notice order or
proposal relevant to the Demised Premises or to the use of the Demised
Premises whether or not contained within a communication dealing also
with other subject-matter
3.31.2 Within seven days of receipt by the Tenant of any Notice given to the
Tenant or the occupier of the Demised Premises the Tenant will give to
the Landlord full particulars and a copy of the Notice
3.31.3 The Tenant will expeditiously take all necessary steps to comply with
any Notice (if it is not able to procure that such notice is not
withdrawn modified or otherwise challenged) and the Tenant's proposals
as to the way in which it will comply with or challenge any Notice must
first be approved by the Landlord in writing (such approval not to be
unreasonably withheld)
3.31.4 Notwithstanding Clause 3.32.3 at the request of the Landlord the Tenant
will make or join with the Landlord in making any objections or
representations which the Landlord may reasonably require to have made
against or in respect of any Notice
3.32 GUARANTOR
3.32.1. To procure that any person who has guaranteed to the Landlord the
Tenant's obligations contained in this Lease joins with the Tenant and
becomes a party to any Supplemental Document to consent to the Tenant
entering into such Supplemental Document and to confirm that its
covenants remain in full force and effect in respect of the Lease as
varied or amended by such Supplemental Document
-24-
3.32.2 Within fourteen days of the death during the Term of any person who has
or shall have guaranteed to the Landlord the Tenant's obligations
contained in this Lease or of such person becoming bankrupt or having a
receiving order made against him or being a company passing a
resolution to wind up or entering into liquidation then to give notice
thereof to the Landlord and if so required by the Landlord at the
expense of the Tenant within Twenty eight days to procure some other
person reasonably acceptable to the Landlord to execute a guarantee in
respect of the Tenant's obligations contained in this Lease in the form
set out in the Fourth Schedule hereto
3.33 SUPERIOR INTERESTS
3.33.1 Any provision for consent or approval of the Landlord shall be deemed
to be subject to the consent or approval of the superior landlord
(under the Headlease (unless and until it terminates whether by merger
with the freehold or otherwise) and the costs and expenses of obtaining
such consents (whether or not consent is forthcoming) shall be repaid
by the Tenant to the Landlord on demand
3.33.2 To comply with all the tenant's covenants contained in the Headlease
(other than the covenants to pay rent to insure and those relating to
reinstatement) until it terminates as if such covenants were set out in
this Lease in full as covenants to be performed by the Tenant and
indemnify the Landlord against all fees payable to any Superior
Landlord and any costs charges damages or liabilities arising from any
non compliance
3.34 CONTINUATION OF LEASE
3.34.1 To give notice in writing to the Landlord not less than three months
(and not more than twelve months) prior to the expiry of the
contractual term granted by this Lease if the Tenant does not require
the Lease to be continued under the provisions of the Landlord & Tenant
Act 1954 (as amended) (the "ACT") whether or not the Act applies
34.2 In the event of any notices having been served under the Act or any
proceedings pursuant thereto being current not to cease business use or
give up occupation of the Demised Premises without giving at least
three months' advance written notice to the Landlord
3.34.3 In the event of any breach of the above provisions the Tenant shall pay
as a liquidated debt to the Landlord a sum equivalent to three months'
rent reserved by this Lease at the rate current at the relevant time
but in the event of the Tenant having given notice of less than three
months but otherwise in accordance with the above provisions the amount
of the debt shall be reduced to in amount equivalent to rent for such
period as would (together with the length of notice actually given)
amount of three months
3.35 COVENANTS IN TITLE
To observe and perform the covenants and conditions contained in or
referred to in the title of the Landlord and any Superior Landlord to
the Demised Premises (including the covenants and conditions to be
created which are contained in the agreed form of transfer annexed to
the Option Agreement)
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4. LANDLORD'S COVENANTS
THE Landlord HEREBY COVENANTS with the Tenant (but so that no liability
shall attach to the Landlord in respect of any breach by the Landlord
of its obligations under this Lease occurring after the reversion
immediately expectant on the determination of the Term has ceased to be
vested in the Landlord) as follows:
4.1 QUIET ENJOYMENT
That the Tenant paying the Rents and observing and performing the
covenants on the part of the Tenant hereinbefore contained shall
peaceably enjoy the Demised Premises for the Term without any
interruption by the Landlord or any person lawfully claiming through
under or in trust for it
4.2 TO INSURE
4.2.1 To keep the Demised Premises insured against the Insured Risks (using
reasonable endeavours to ensure competitive quotations are secured)
subject to such excesses exclusions and limitations and other terms and
conditions which may be imposed by the insurers in some insurance
office of repute in the full reinstatement value thereof procuring a
note of the Tenant's interest upon the policy and whenever reasonably
so requested to provide to the Tenant details thereof and in the event
of damage or destruction by any of the Insured Risks with all
convenient speed (as soon as is practicable after all necessary labour
and material permits and consents have been obtained) and when
otherwise lawful so to do to cause all monies received by virtue of
such insurance (other than in respect of loss of Rent) together with
all monies received from the Tenant under clauses 3.14.7 and 3.14.8 to
be laid out in rebuilding or reinstating (so far as practicable) the
Demised Premises either as previously existing or in accordance with
the then latest techniques materials and requirements (as determined by
the Landlord) and the, Landlord will make up any shortfall (which is
not attributable to the default of the Tenant) out of its own resources
PROVIDED THAT such reinstatement shall exclude any fitting out or new
works or alterations by the Tenant unless at or after the time of any
such Tenant's items being originally installed it is agreed in writing
between the Landlord and the Tenant that the same shall comprise part
of the Demised Premises for the purposes of this reinstatement
obligation or unless (and to the extent that) such items are in any
event covered by the Landlord's insurance policy
4.2.2 In the event of the insurance policy being made subject to any
qualifications, conditions or excesses, where the same are negotiable
with the insurance company, to consult with the Tenant and have regard
to the views of the Tenant on the amount of any excess (and accepting a
greater excess than might otherwise be available in the event of the
Tenant undertaking to pay the relevant sums should a claim arise)
4.2.3 Provided always that in the event of the Demised Premises being damaged
or destroyed by an insured risk and the policy of insurance not having
been vitiated by any act or default of the Tenant and the Demised
Premises not having been reinstated by the expiry of the third
anniversary of the date of such damage then either party shall have the
right
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at any time after the expiry of such third anniversary to give three
months written notice to the other determining this lease and upon the
expiry of such notice this lease shall be void and of no further effect
(save in relation to any antecedent or accrued claims) provided that
the Landlord may not serve such notice if it is in breach of its
obligation to reinstate nor may the Tenant serve such notice if it is
in material breach of any of its obligations so as to adversely affect
the ability of the Landlord to reinstate
4.3 SUPERIOR LEASE RENTS
To pay the rents reserved by any superior lease for the time being in
force and at the request and cost of the Tenant to enforce the
obligations of the superior landlord under the superior lease (while it
subsists) and the obligations on the part of the Transferor under the
agreed form of transfer annexed to the Option Deed (following the
acquisition of the freehold pursuant to that Deed)
4.4 SERVICES
4.4.1 Subject (and as a precondition) to the Tenant paying the Service Charge
and indemnifying the Landlord against all liabilities in relation to
the same, to use all reasonable endeavours to provide or procure the
provision of the Services in accordance with the terms of the
Management Deed and the Agreement dated 6th May 1997 made between
Imperial Chemical Industries plc (1) and the Tenant (2) (relating to
the supply of the Services among other things) (such Agreement and the
Management Deed being together hereinafter referred to as "the
Management Documentation")
4.4.2 Subject (and as a precondition) to the Tenant undertaking to pay all
costs and indemnifying the Landlord against all liabilities in relation
to the same, whenever reasonably so requested by the Tenant, to enforce
the obligations of the other parties and to exercise all rights
available to it under the Management Documentation (so far as the same
is consistent with ensuring the supply of Services is kept at an
optimum level and appropriate for a high quality distribution park with
all modern and up to date (from time to time) facilities) including
(among other rights) the rights under the Management Documentation to
secure consultations, provision of information and maintenance of the
Service Charge at reasonable levels (including all rights to query the
quantum of any charges from time to time if specifically so requested)
4.5 HIGHWAY ADOPTION
At the request and cost of the Tenant and subject to the Tenant fully
indemnifying the Landlord against any liabilities incurred by the
Landlord pursuant to such request, to take all necessary and
appropriate action to ensure that the benefit of the indemnity from
Imperial Chemical Industries plc in relation to the costs of adoption
of highways by the local authority remains available so as to preclude
the possibility of any such costs devolving upon the Tenant PROVIDED
THAT this covenant shall lapse upon the adoption of the highway leading
to the Estate
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4.6 THE OPTION DEED
During such time only as the freehold has not yet become vested in the
Landlord
4.6.1 Not to assign the Landlord's interest as lessee under the Headlease
without assigning to that assignee the Option Deed and not to assign
the Option Deed other than to an assignee of the Headlease
4.6.2 To exercise the Call Option within the Call Option Period (both as
defined in the Option Deed) unless the Put Option (as therein defined)
has been exercised first
4.6.3 To supply to the Tenant a certified copy of the completed Transfer
pursuant to the Option Deed within 14 days after completion
4.6.4 To procure that on the exercise of the option the freehold is acquired
in the name of the Landlord and that the Headlease, shall as soon as
reasonably practicable thereafter terminate by merger on completion of
such acquisition
5. PROVISO
IT IS HEREBY AGREED AND DECLARED that:
5.1 PROVISO FOR RE-ENTRY
Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if:
5.1.1 the Rents hereby reserved or any part thereof shall be unpaid for
twenty one (21) days after becoming payable (whether formally demanded
or not) or
5.1.2 any covenant on the Tenant's part herein contained shall not be
performed or observed or
5.1.3 the Tenant (being a company) shall:
(a) enter into liquidation whether compulsorily or voluntarily
(save for the purpose of reconstruction or amalgamation
forthwith put into effect)
(b) have a Petition for an Administration Order under Part II of
the Insolvency Act 1986 presented in respect of it
(c) have a receiver or an administrative receiver appointed in
respect of the whole or any part of its assets or
5.1.4 the Tenant (being all individual or being more than one individual any
one of them) shall:
(a) become bankrupt or
(b) enter into composition with his or their creditors or
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(c) have a Receiving Order made against him or them or
(d) fail to pay a debt or debts which is or are in the aggregate
equal to or in excess of the bankruptcy level from time to
time and a statutory demand thereof having been neither
complied with or set aside
then and in any of the said cases it shall be lawful for the Landlord
at any time thereafter to re-enter the Premises in the name of the
whole and thereupon this demise shall absolutely determine but without
prejudice to any right of action or remedy of the Landlord in respect
of any breach of the Tenant's covenants herein contained
5.2 PROVISO FOR CESSER OF RENT
If the Demised Premises or any part thereof shall at any time be
destroyed or damaged by any of the Insured Risks so as to render the
Demised Premises unfit for occupation and use (and the relative policy
or policies of insurance effected by the Landlord shall not have been
vitiated or payment of the policy monies refused (and the shortfall not
made good by the Tenant) in whole or in part in consequence of any act
or default on the part of or suffered by the Tenant its undertenants
and its or their respective agents licensees and invitees) then the
Rent (or a fair and just proportion thereof according to the nature and
extent of the damage sustained) shall be suspended and cease to be
payable until the Demised Premises shall again be rendered fit for
occupation and use or until the expiration of three years from the date
of the happening of such destruction or damage as aforesaid (whichever
period shall be the shorter) and in case of dispute as to the
proportion or period of such abatement the same shall be referred to
arbitration in accordance with the Arbitration Act 1996 or any
statutory modification or re-enactment thereof for the time being in
force
5.3 EXCLUSION OF LANDLORD'S LIABILITY
So far as permitted by law the Landlord shall not be responsible to the
Tenant or any underlessee servant agent licensee or invitee of the
Tenant or other person occupying or on the Demised Premises or any part
of it or calling upon the Tenant or such other persons as aforesaid for
any accident or injury suffered by any person or damage to or loss of
any chattel or property sustained on the Demised Premises or in the
event of any works carried out or other things done by the Landlord
permitted or required by the provisions of this Lease
5.4 RIGHTS EASEMENTS ETC
The operation of Section 62 of the Law of Property Act 1925 is excluded
from this Lease and the Tenant will not by virtue of this Lease during
the Term acquire or become entitled (by any means whatever) to any
easement from or over or affecting any other land or premises now or at
any time after the date of this Lease belonging to the Landlord and not
comprised in this Lease
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5.5 SERVICE OF NOTICES
In addition to any other prescribed mode of service any notices
requiring to bc served hereunder shall be validly served if served in
accordance with Section 196 of the Law of Property Act 1925 as amended
by the Recorded Delivery Service Act 1962 or in the case of the Tenant
if left addressed to it or if there shall be more than one to any of
them or sent to it him or any of them by post or left at the last known
address or addresses of it him or any of them in Great Britain
5.6 NO WARRANTY AS TO PLANNING
No representation or warranty is given or made or shall be deemed to
have been given or made by the Landlord as to any matter affected by
the Planning Acts or any regulations made thereunder
5.7 TENANT'S GOODS LEFT IN DEMISED PREMISES
If after the Termination Date any property of the Tenant shall remain
in the Demised Premises and the Tenant shall fail to remove the same
within five days after being requested in writing by the Landlord so to
do the Landlord may as the agent of the Tenant (and the Landlord is
hereby appointed by the Tenant to act as such) sell such property and
shall then hold the proceeds of sale after deducting the costs and
expenses of removal storage and sale reasonably and properly incurred
by it to the order of the Tenant PROVIDED THAT the Tenant will
indemnify the Landlord against any liability incurred by it to any
third party whose property shall have been sold by the Landlord in the
bona fide mistaken belief (which shall be presumed unless the contrary
be proved) that such property belonged to the Tenant and was liable to
be dealt with as such pursuant to this sub-clause
5.8 STATUTORY COMPENSATION
Except where a statutory provision prohibits the Tenant's right to
compensation being reduced or excluded by agreement the Tenant will not
be entitled to claim from the Landlord on quitting the Demised Premises
any compensation under the Landlord and Tenant Act 1954
5.9 DISPUTES BETWEEN LANDLORD AND TENANT
5.9.1 Save in relation to any disputes arising under or in relation to the
exercise of the Landlord's rights under Clause 5.1 or any disputes
where a separate procedure is provided for in this Lease if any dispute
shall arise between the Landlord and the Tenant with regard to the
construction or effect of this Lease or any provision hereof or
otherwise in connection with the Demised Premises such dispute shall be
determined by a single Arbitrator appointed by the President for the
time being of the Royal Institution of Chartered Surveyors and in
relation to matters of construction (and where there is no agreement as
to whether the dispute does or does not relate to matters of
construction) such dispute shall be determined by a single Arbitrator
appointed by the President for the time being of the Law Society in
each case in accordance with the Arbitration Act 1996
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or any statutory re-enactment or modification thereof PROVIDED THAT any
non payment of monies due hereunder shall not be governed by the
provisions of this clause 5.9
5.9.2 In the event of any person to whom a dispute under this Lease is
referred being unable to or precluded from acting in connection with
the same then such dispute shall be referred in place of such person to
an Arbitrator agreed between the Landlord and the Tenant or failing
agreement nominated by the President for the time being of the Royal
Institution of Chartered Surveyors or the Law Society (in accordance
with the principles set out in clause 5.9.1) upon the application of
either the Landlord or the Tenant
5.10 TENANT'S OPTION TO DETERMINE
5.10.1 If the Tenant shall desire to determine the Term on the Break Date
(time being of the essence for such date) and shall give to the
Landlord written notice to that effect not earlier than 24 months
beforehand and not later than 12 months beforehand (time being of the
essence for such notice) (the "BREAK NOTICE") then subject to the
provisions of clause 5.10.2 below being satisfied on the Break Date the
Term shall thereupon cease and determine but without prejudice to any
rights or liabilities in respect of any antecedent breaches of any
party
5.10.2 It shall be a requirement for the operation of the clause 5.10 that as
at the Break Date vacant possession of the whole of the Demised
Premises is given to the Landlord
5.11 FAILURE TO REPAIR OBLIGATIONS
The Landlord shall not in any event be liable to the Tenant in respect
of any failure of the Landlord to perform any of its obligations to the
Tenant hereunder whether expressed or implied unless the Tenant has so
notified the Landlord and the Landlord has failed within a reasonable
time to remedy the same and then in such case the Landlord shall be
liable to compensate the Tenant only for loss or damage sustained by
the Tenant after such reasonable time has elapsed
5.12 LANDLORD AND TENANT (COVENANTS) ACT 1995
5.12.1 The Landlord and the Tenant declare that this is a new lease for the
purposes of the Landlord and Tenant (Covenants) Act 1995 (for the
purposes of this Clause referred to as the "ACT")
5.12.2 If the Landlord agrees with the Tenant whether prior to on or after the
date of this Lease to postpone the payment of any of the Rents due
under this Lease then for the purposes of the Act the date upon which
such Rents shall be due shall be treated as the date upon which the
postponed Rents are due
5.13 HEADLEASE
5.13.1 In the event of the Headlease being determined or no longer being in
existence due to merger or for any other reason, the obligations of the
Tenant hereunder to comply with
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the terms thereof shall remain in full force and effect as if the same
remains in existence to the intent (and to the extent only) that any
obligation to indemnify the Landlord against liabilities in the
Headlease shall remain effective so long as the Landlord remains
directly or indirectly liable for such matters and the same have not
been abrogated by virtue of the Headlease no longer being in existence
5.13.2 Any consent or approval of the Landlord which may be required under
this Lease shall be subject to a precondition that the consent and
approval of the Superior Landlord is obtained under the Headlease
(where required) and the Tenant shall be responsible to pay all costs,
charges and expenses in securing the same whether or not it is granted
or lawfully refused or the application withdrawn
5.14 INTERPRETATION
5.14.1 In this Lease where the context so admits the expression the "LANDLORD"
shall include the reversioner for the time being immediately expectant
on the term hereby created and the expression the "TENANT" shall
include the successors in title and assigns of the Tenant and where
there are two or more individuals included in the expressions the
"TENANT" or the "SURETY" (if any) covenants herein expressed to be made
by the Tenant or the Surety (as the case may be) shall be deemed to be
made by such persons jointly and severally
5.14.2 Any reference in this Lease to any statute or order shall include any
statutory extension modification or re-enactment of such statute or
order or any regulations or orders made thereunder
5.14.3 Any covenant by the Tenant not to do any act or thing shall be deemed
to include an obligation not to permit such act or thing to be done
5.14.4 Each of the Clauses of this Lease is distinct and severable from the
others and if at any time one or more of such provisions is or becomes
illegal invalid or unenforceable the validity legality and
enforceability of the remaining provisions will not in any way be
affected or impaired
5.15 HEADINGS
The headings hereto shall not affect the construction of these presents
6. SURETY COVENANT
In consideration of this Lease being made at its request the Surety
herewith covenants with the Landlord in the terms set out in the Third
Schedule hereto
I N W I T N E S S whereof this Lease has been duly executed the day and year
first before written
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THE FIRST SCHEDULE
PART I
The land and buildings shown delineated edged red on Plan Number 1 and whose
approximate position on the Estate is for identification only edged red on Plan
Number 2 (the boundary of the Demised Premises at the southern corner abutting
the roadway to be adopted pursuant to the Agreement dated 18th March 1996 made
between Avon County Council (1) and the Superior Landlord (2) under (inter alia)
Section 38 Highways Act 1980) EXCEPT and RESERVED as mentioned in Part II of
this Schedule and TOGETHER with the rights mentioned in Part III of this
Schedule
PART II
EXCEPT AND RESERVED to the Landlord (and all other persons having like rights)
the free and uninterrupted rights:
(1) to the passage and running of water soil gas electricity telephone and
other services or supply through and the right to connect into the
Conduits which are now or may at any time during the Perpetuity Period
(being 80 years from the, date of this Lease) be in on under or passing
through or over the Demised Premises and are intended for use by other
parts of the Estate or any land adjoining or neighbouring the Estate
with the right to construct and maintain new services (other than oil
or chemical pipelines to the nearby ICI Severnside Works or other
conduits which are not drains or utilities connected with the
development and use of the Estate and/or the Adjoining Premises) on
unbuilt parts of the Demised Premises for the benefit of any Adjoining
Premises and the right to repair maintain and renew such existing and
new services and Conduits and the right at any time but (except in
emergency) after giving reasonable notice to enter (or in an emergency
or after the giving of reasonable notice in the Tenant's absence to
break and enter) the Demised Premises in the exercise of such rights
the person exercising such right making good any damage caused to the
Demised Premises but being under no liability to pay compensation
PROVIDED THAT before constructing any new services on the Demised
Premises the Landlord will first consult with the Tenant and will only
lay such services where they will not impede or interfere with proposed
building works and if reasonably required by the Tenant in connection
with any future development of the Demised Premises the Tenant may
relocate such new services to some other position within the Demised
Premises as may be designated by the Tenant with the prior approval of
the Landlord (such approval not to be unreasonably withheld) but not so
as to interfere with the uninterrupted supply of such services
(2) to enter the Demised Premises for the purposes and in manner mentioned
in this Lease
(3) of light air support and protection now or after the date of this Lease
enjoyed by any Adjoining Premises
(4) at any time hereafter to build or construct any buildings or structures
on any Adjoining Premises or to alter raise the height of rebuild
construct make connections to or demolish
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any buildings or structures on or to be built or constructed on any
Adjoining Premises in such manner as the person exercising the right
shall think fit notwithstanding the same may obstruct affect or
interfere with the amenity of or the passage of light and air to the
Demised Premises
(5) to enter the Demised Premises with or without vehicles plant and
machinery for the purposes of repairing maintaining and renewing the
boundary fence on the north west side of the Demised Premises provided
that for so long as the Tenant maintains a security fence in the
vicinity of such boundary this right of access may be restricted by the
Tenant (but not in such a way as to render the said right incapable of
exercise) to the strip of land between the said boundary fence and the
Tenant's said security fence within the Demised Premises
(6) (a) to enter on the Demised Premises after giving reasonable
notice and by prior appointment unless the Tenant shall refuse
to make such an appointment or to arrange an appointment
within a reasonable period of time for the purpose of
constructing within the Perpetuity Period surface water drain
or drains from the Adjoining Premises on the South East side
of the Demised Premises into the rhine which runs inside the
boundary of the Demised Premises (such rhine to be constructed
by the Tenant in the position already agreed) and thereafter
the right (subject to paying a fair and proper proportion of
the costs of cleaning and repairing maintaining and renewing
such rhine assessed according to user) to maintain in position
and use those drains for the drainage of surface water into
the rhine from the Adjoining Premises in compliance with all
applicable statutory and other requirements of the relevant
competent authorities and so that the amount of surface water
discharged from the Adjoining Premises into the rhine shall
not have a detrimental affect on the Tenant's drainage system
on the Demised Premises or otherwise cause damage to any part
of the Demised Premises; and
(b) an ancillary right of entry onto the Demised Premises on
reasonable notice and at all reasonable times (except in
emergency) and by prior appointment unless the Tenant shall
refuse to make such an appointment or to arrange an
appointment within a reasonable period of time for the purpose
of maintenance repair and renewal of those drains but only in
compliance with the reasonable security and operational
requirements of the Tenant
PROVIDED THAT the Landlord shall cause as little interference as is
reasonably practicable in all the circumstances to the business of the
Tenant (but so that the Landlord shall not be liable in any
circumstances to the Tenant in respect of my interference to and/or
loss of business arising out of the lawful exercise of this right) and
forthwith making good any damage caused to the Demised Premises to the
Tenant's reasonable satisfaction and the Landlord shall indemnify the
Tenant against any actions proceedings claims or demands brought
against the Tenant as a result of the exercise of this right
(7) at convenient times and upon reasonable notice (except in emergency) to
enter the Demised Premises if it shall be reasonable to do so in order
to view the state or condition of the Adjoining Premises
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(8) The right at any time to enter the Demised Premises:
(a) to inspect or view the condition of the Demised
Premises and/or
(b) to carry out any work to any adjacent premises and/or
(c) to carry out repairs or other work or to do anything
which the Landlord must or may carry out under the
provisions of this Lease
(d) for any purpose connected with the Landlord's
interest in reversion to this Lease
PROVIDED THAT if the Landlord exercises any of the rights in paragraphs (1),
(2), (5), (7) and (8) above by carrying out work on the Demised Premises it
shall forthwith make good any damage caused to the Premises and will carry out
such works in such manner as shall cause as little disturbance to the Tenant as
reasonably practicable and in compliance with all reasonable security and
operational requirements of the Tenant
PART III
(1) TOGETHER WITH the benefit of the rights (insofar as the Landlord has
power to grant the same and in common with the Landlord its tenants and
licensees and all others now or hereafter entitled to like rights): to
the passage and running of water soil gas electricity telephone and
other services or supply to and from the Demised Premises through the
Conduits in or under Adjoining Premises
(2) at convenient times and upon reasonable notice (except in emergency) to
enter any Adjoining Premises comprised in the Estate if it shall be
necessary to do so in order to view the state or condition of the
Demised Premises provided that the Tenant shall forthwith make good any
damage and disturbance caused in the exercise of this right and comply
with all reasonable security and operational requirements of the
relevant owner and occupiers
(3) of way with vehicles over the roadways and on foot over the footpaths
comprised in the Estate (including without limitation those shown for
the purpose of identification only edged brown on Plan No. 2) to and
from the Demised Premises at all times and for all purposes in
connection with the use of the Demised Premises authorised by this
Lease PROVIDED ALWAYS THAT the rights of way over the roadways shall
determine if and when and to the extent that they may be adopted as
highways maintainable at the public expense
(4) of support and protection from the Adjoining Premises as now enjoyed
by the Demised Premises
(5) to construct and maintain new services under the Service Corridor
within the Estate for the benefit of the Demised Premises and the right
to repair maintain and renew all existing and new service conduits
serving the Demised Premises in the Service Corridor within the Estate
subject to the Tenant first consulting with the Landlord as to the
route
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and specification of any new services and with a view to minimising the
damage and disturbance resulting from the exercise of such rights and
making good any damage caused to the Service Corridor and the remainder
of the Estate in exercise of such rights PROVIDED THAT the Tenant shall
before exercising any such rights first request that such works are
carried out by the Landlord (with the Tenant being responsible for the
Landlord's reasonable and proper costs) and allow the Landlord a
reasonable opportunity to carry out and complete such works PROVIDED
FURTHER THAT this right shall determine if and when and to the extent
that the strip of land comprising the Service Corridor within the
Estate is adopted as highway maintainable at public expense
(6)
(i) to enter on the Adjoining Premises to the north-west after
giving reasonable notice and by prior appointment unless the
owner and occupiers thereof shall refuse to make such an
appointment or to arrange an appointment within a reasonable
period of time and subject to compliance with the owner and
occupiers reasonable security and operational requirements for
the purpose of constructing within the Perpetuity Period the
Connection from the Demised Premises into the rhine which runs
inside the boundary of that Adjoining Premises (referred to in
paragraph (6) (a) of Part II of this Schedule) and thereafter
the right (subject to the Tenant paying a fair and proper
proportion of the costs of cleaning repairing maintaining and
renewing the rhine lying on the Adjoining Premises into which
the Connection is made assessed according to user) to maintain
in position and use the Connection for the drainage of surface
water from the Demised Premises in compliance with all
applicable statutory and other requirements of the relevant
competent authorities and so that the amount of surface water
discharged from the Promises into the rhine shall not have a
detrimental affect on the owner and occupiers drainage system
on the Adjoining Premises or otherwise cause damage to any
part of the Adjoining Premises; and
(ii) all ancillary right of entry onto the Adjoining Premises on
reasonable notice and at all reasonable times (except in
emergency) and by prior appointment unless the owner and
occupiers thereof shall refuse to make such an appointment or
to arrange an appointment within a reasonable period of time
for the purpose of maintenance repair and renewal of the
Connection but only in compliance with the owner and occupiers
reasonable security and operational requirement
PROVIDED THAT the Tenant shall cause as little interference as is reasonably
practicable in all the circumstances to the business of the owner and/or
occupiers of the Adjoining Premises (but so that the Tenant shall not be liable
in any circumstances to the said owner and/or occupiers in respect of any
interference to and/or loss of business arising out of the lawful exercise of
this right) and forthwith in making good any damage caused to the Adjoining
Premises to the Landlord and the said owner and occupiers reasonable
satisfaction and the Tenant shall indemnify and keep indemnified the Landlord
and the said owner and occupiers against any actions proceedings claims or
demands brought against the Landlord and/or the said owner and/or occupiers as a
result of the exercise of this right
-36-
THE SECOND SCHEDULE
Rent Review
DEFINITIONS
1.1 In this Schedule the following expressions shall have the meanings
assigned to them hereunder:
"RENT REVIEW DATES"
means the dates specified in the Particulars
"NOTIONAL PROPERTY"
means a warehouse building:
(a) constructed at the same time as construction of
the actual building at the Demised Premises; and
(b) having a gross internal area of 75,000 square feet
measured in accordance with the Code; and
(c) being situated on a site of an area which has the
same proportion to the gross internal ground floor
area of the notional warehousing building as the
Demised Premises has to the gross internal ground
floor area of the actual building at the date of this
Lease (in both cases being gross internal floor area
measured in accordance with the Code) in the same
location as the Demised Premises and having the same
rights over adjoining land as the Demised Premises
has under this Lease and subject to the same title
matters
(d) being constructed to an equivalent specification to
the actual building on the Demised Premises (with
such amendments as are appropriate in relation to the
size of the building) and
(e) constructed in accordance with all necessary planning
and building regulations consents (subject to the
same conditions as attach to the actual consents
applicable to the actual building on the Demised
Premises so far as not inconsistent with the above
provisions) and
(f) constructed and completed in a good and workmanlike
manner and kept in repair in accordance with the
repairing covenants in the Lease and
(g) assuming the actual building at the Demised Premises
is not in existence
-37-
"NOTIONAL RENT"
means the rent per square foot of the gross internal area of
the Notional Property as at the relevant Rent Review Date
assessed in similar manner to the assessment of the Open
Market Rent but with all necessary or appropriate adjustments
and adaptations to be applicable to the Notional Property
"OPEN MARKET RENT"
means the yearly rent which might reasonably be expected to be
paid by a willing tenant to a willing landlord for a letting
of the Demised Premises on the relevant Rent Review Date with
vacant possession in the open market without taking a fine or
premium for a term of fifteen years commencing on the relevant
Rent Review Date subject to the provisions of this Lease as
amended by any subsequent document
(a) except that:
(i) the provisions in this schedule relating to
Notional Property, Notional Rent and
paragraph 2.4 of this Schedule shall be
deemed to be deleted
(ii) there shall be deemed to be omitted from the
terms of such lease the amount of the
Initial Rent; the tenant's break clause
(5.10) above; and any reference to a minimum
figure as contained in paragraph 2.3 of this
Schedule;
(iii) there shall be deemed to be rent reviews on
each fifth anniversary of the relevant Rent
Review Date which will be upwards only to
open market rental levels (so far as
applicable on the basis of this definition
of Open Market Rent and without any unusual
assumptions or disregards which might
distort rent from normal market levels)
(b) on the assumptions that at the relevant Rent Review
Date:
(i) there has been a reasonable period in which
to negotiate the terms of the letting taking
into account the nature of the Property and
the state of the market
(ii) no account will be taken of any additional
rent which might be offered by a prospective
tenant with a special interest
(iii) the Demised Premises are fit for immediate
occupation and use
(iv) no work has been carried out on the Demised
Premises by the Tenant, any permitted
occupier and/or its or their respective
-38-
predecessors in title which has diminished
the rental value of the Demised Premises
(v) in case the Demised Premises or any access
or essential services have been destroyed or
damaged they have been fully reinstated and
(vi) the covenants contained in this Lease or
the part of the Tenant have been fully
performed and observed
(vii) the benefit of all rent free periods and
other initial rental concessions
(attributable only to time for fitting out
as distinct from contributions to costs of
fitting out or reverse premiums or incentive
payments to prospective tenants) available
to prospective tenants in the open market at
the relevant Rent Review Date have been
exhausted for the benefit of the prospective
tenant to the intent that the Open Market
Rent is to be the figure which would be
payable at the expiry of any such period
(viii) the willing landlord has or has not elected
to waive exemption for VAT purposes in
respect of supplies made by it in relation
to the Demised Premises according to the
actual position of the Landlord in relation
to the Demised Premises at the time
(ix) the gross internal area of the Demised
Premises (measured in accordance with the
Code) as now constructed shall be deemed to
be 312,500 square feet
(c) and disregarding at the relevant Rent Review Date
any:
(i) effect on rent of the fact that the Tenant
any undertenant or any of their respective
predecessors in title has been or is in
occupation of the Demised Premises
(ii) goodwill attached to the Demised Premises by
reason of the carrying on thereat of the
business of the Tenant any undertenant or
their respective predecessors in title
(iii) any improvement to the Demised Premises
which:
(A) was carried out by and at the
expense of the Tenant or a permitted
undertenant or any of their
respective predecessors in title and
(B) was not carried out pursuant to an
obligation to the Landlord or its
predecessors in title and
-39-
(C) was carried out with Landlord's
consent where required under this
Lease and
(D) was carried out and completed during
the Term or during any period of
occupation immediately before the
start of the Term (but not prior to
practical completion of the original
construction of the Demised
Premises) under a licence or
agreement for lease
(iv) obligation of the Tenant to reinstate any
works for which the Landlord may have
granted consent
(v) any enhancement to rental value attributable
to the items set out in Schedule 5
2. RENT PAYABLE
The yearly rent payable under Clause 2.4.1 of this Lease shall from and
after each relevant Rent Review Date be whichever is the highest of:
2.1 the yearly rent reserved under Clause 2.4.1 of this Lease immediately
before the relevant Rent Review Date
2.2 the Open Market Rent on the relevant Rent Review Date
2.3 [pound symbol] 1,796,875
2.4 the product of the number of square feet as comprise the gross internal
area of the Demised Premises (as specified in paragraph (b) (ix) of the
definition of Open Market Rent) and the Notional Rent
3. APPOINTED SURVEYOR
3.1 If the Landlord and the Tenant shall not have agreed the Open Market
Rent or the Notional Rent by the relevant Rent Review Date or (if
earlier) within three months of the service of any notice by the
Landlord requiring the rent to be reviewed then the Open Market Rent
and/or the Notional Rent (as the case may be) may be determined by a
valuer (hereinafter called the "APPOINTED SURVEYOR") who shall be
agreed upon in writing by the Landlord and the Tenant and in default of
such agreement shall be nominated at the joint expense of the Landlord
and the Tenant by the President for the time being of the Royal
Institution of Chartered Surveyors (hereinafter in this Schedule called
the "PRESIDENT") upon the application of either party at any time after
the said three month period or the relevant Rent Review Date (as the
case may be)
3.2 In the event that the Landlord gives notice that it does not require
both the Open Market Rent and the Notional Rent to be determined it any
relevant Rent Review Date (but only requires one of them to be
determined) then there shall be no requirement to determine the other
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4. SURVEYOR'S DETERMINATION
The Appointed Surveyor shall be an expert in rental values in the
immediate vicinity of the Demised Premises and shall be bound to afford
to both the Landlord and the Tenant the opportunity to make
representations (whether written or oral at his option) regarding the
Open Market Rent for the Demised Premises and/or the Notional Rent The
Appointed Surveyor shall make his determination of the Open Market Rent
and/or the Notional Rent acting as all Arbitrator and the provisions of
the Arbitration Act 1996 (including any statutory modification or
re-enactments thereof) shall apply and his determination shall be
conclusive and binding on the parties and his fees which shall be fixed
on a quantum merit basis shall be borne as he may determine
5. LATE DECISIONS
If on the relevant Rent Review Date the Open Market Rent or the
Notional Rent (or whichever of them requires in accordance with
paragraph 3 above to be determined) shall not have been agreed or
determined as aforesaid the yearly rent reserved hereunder immediately
before the relevant Rent Review Date shall continue to be payable until
so agreed or until the determination of the Open Market Rent or the
Notional Rent by the Appointed Surveyor but so that immediately on
demand after such agreement or determination the excess difference (if
any) over the amount actually so reserved and the amount that would
have been payable had the determination been made before the relevant
Rent Review Date shall be paid by the Tenant to the Landlord together
with interest thereon at the base rate of National Westminster Bank PLC
in respect of the period from the relevant Rent Review Date (or such
later quarter day on which the payment would have been due) until the
date of payment and if not so paid shall be recoverable as rent in
arrear
6. MEMORANDUM
When the Open Market Rent or the Notional Rent (and the revised rent
payable consequent thereon) shall be agreed or determined as aforesaid
the memorandum endorsed on this Lease and Counterpart shall be
completed and signed by the Landlord and the Tenant
7. TIME NOT TO BE OF THE ESSENCE
Time shall not be of the essence for any periods of time referred to in
this Schedule
-41-
THE THIRD SCHEDULE
Form of Surety Covenant
The Surety COVENANTS with the Landlord as a primary obligation and on a full and
unqualified indemnity basis as follows:
1. The Tenant will pay the Rents payable under this Lease on the date on
which Rents become due and payable and will comply with all the
obligations and conditions contained in this Lease relating to any
other matter
2. In default of compliance the Surety will pay the Rents or (as
appropriate) comply with the obligation or condition in respect of
which the Tenant has defaulted and the Surety will make good to the
Landlord on demand all costs damage expense and liabilities resulting
from any such default
3. As and when called upon to do so by either the Landlord or the Tenant
the Surely will enter into any Supplemental Document for the purpose of
consenting to the Tenant entering into such Supplemental Document and
confirming that all covenants by the Surety will remain in full force
and effect in respect of the Lease as varied or amended by such
Supplemental Document
4. The Surety's liability shall remain in full force and effect and shall
not be released notwithstanding any of the following it being
acknowledged that the items in the list below are each separate and
independent and not to be interpreted in the light of any other item:
4.1 any time or indulgence granted by the Landlord to the Tenant or to
any other person liable or by the Landlord dealing with exchanging
varying or failing to perfect or enforce any of its rights and
remedies against the Tenant or any other person liable
4.2 any variation of or addition to or reduction from the terms of
this Lease or any Supplemental Document
4.3 any non-acceptance of Rents or any of them in circumstances where
the Landlord has reason to suspect a breach of covenant by the
Tenant
4.4 the occurrence of any of the contingencies specified in Clause 5.1
of this Lease
4.5 a surrender of part of the Demised Premises except that the Surety
will have no liability in relation to the surrendered part in
respect of any period following the date of surrender
4.6 any document which has the effect of operating as a deemed
surrender and re-grant
4.7 this Lease being forfeited (subject to paragraph 15)
4.8 any incapacity or change in the name style or constitution of the
Tenant
-42-
4.9 any change in the constitution of the Landlord or its absorption
in or amalgamation with or the acquisition of all or part of its
undertaking or assets by any other person or any reconstruction or
reorganisation of any kind
4.10 any other act or thing by virtue of which (but for this provision)
the Surety would have been released
5. This guarantee covenant:
5.1 secures the ultimate balance from time to time owing to the
Landlord by the Tenant and is a continuing security
notwithstanding any settlement of account or other matter
5.2 is in addition to any present or future indemnity or guarantee or
other document containing some obligation to pay discharge or be
responsible for any indebtedness or liability of the Tenant (a
"COLLATERAL INSTRUMENT") or right or remedy held by or available
to the Landlord and
5.3 will not be in any way prejudiced or affected by the existence of
any Collateral Instrument rights or remedies or by the Collateral
Instrument becoming wholly or in part void voidable or
unenforceable on any ground or by the Landlord compounding with
any other person liable
6. The Landlord will not be obliged to make any claim or demand on the
Tenant or to resort to any Collateral Instrument or other means of
payment held by or available to the Landlord before enforcing the
Surety's covenants and no action taken or omitted by the Landlord in
connection with any Collateral Instrument or other means of payment
will discharge reduce prejudice or affect the liability of the Surety
nor will the Landlord be obliged to apply any money or other property
received or recovered in consequence of any enforcement or realisation
of any Collateral Instrument or other means of payment in reduction of
the liabilities which are guaranteed by the Surety
7. The Surety warrants that it has not taken or received and undertakes
that until all the liabilities which are guaranteed by the Surety have
been paid or discharged in full it will not take or receive the benefit
of any security from the Tenant or any other person in respect of its
obligations under this guarantee
8. Until all the liabilities guaranteed by the Surety have been paid
discharged or satisfied in full (and notwithstanding payment of a
dividend in any liquidation or bankruptcy or under any compromise or
arrangement) the Surety agrees that without the prior written consent
of the Landlord it will not:
8.1 exercise its rights of subrogation reimbursement and indemnity
against the Tenant
8.2 demand or accept repayment in whole or in part of any indebtedness
due to the Surety from the Tenant or from any other person liable
or demand or accept any Collateral Instrument in respect of the
same or dispose of the same
-43-
8.3 take any step to enforce any right against the Tenant or any other
person liable in respect of any liabilities guaranteed by the
Surety or
8.4 claim any set-off or counterclaim against the Tenant or any other
person liable or claim or prove in competition with the Landlord
in the bankruptcy or liquidation of the Tenant or any other person
liable or have the benefit of or share in any payment from or
composition with the Tenant or any other person liable or any
other Collateral Instrument held by the Landlord for any
liabilities guaranteed by the Surety or for the obligations or
liabilities of any other person liable but so that if so directed
by the Landlord it will prove for the whole or any part of its
claim in the liquidation or bankruptcy of the Tenant on terms that
the benefit of such proof and of all money received by it in
respect of such proof shall be held on trust for the Landlord and
applied in or towards discharge of the liabilities guaranteed by
the Surety in such manner as the Landlord shall deem appropriate
9. If contrary to Paragraphs 7 or 8.2 the Surety takes or receives the
benefit of any security or receives or recovers any money or other
property such security money or other property will be held on trust
for the Landlord and will be delivered to the Landlord on demand
10. The Surety agrees to reimburse the Landlord on demand for all legal and
other costs charges and expenses on a full and unqualified indemnity
basis which may be reasonably incurred by the Landlord in relation to
the enforcement of the Surety's covenants
11. All payments to be made by the Surety will be made in full without any
set-off (legal or equitable) condition or counterclaim and subject as
provided below free and clear of any deductions or withholdings If at
any time any applicable law regulation or regulatory requirement or any
governmental authority monetary agency or central bank requires the
Surety to make any deduction or withholding in respect of taxes levies
duties imposts or any charges from any payment due from the Surety the
sum due from the Surety in respect of such payment shall be increased
to the extent necessary to ensure that after making such deduction or
withholding the Landlord receives on the due date for such payment and
retains (free from any liability in respect of such deduction or
withholding) a net sum equal to the sum which it would have received
had no such deduction or withholding been required to be made The
Surety shall indemnify the Landlord against any losses or costs
incurred by reason of any failure of the Surety to make any such
deduction or withholding or by reason of any increased payment not
being made on the due date for such payment The Surety shall promptly
deliver to the Landlord any receipts certificates or other proof
evidencing the amount (if any) paid or payable in respect of any
deduction or withholding as aforesaid
12. Each of the provisions of this guarantee covenant is distinct and
severable from the others and if at any time one or more of such
provisions is or becomes illegal invalid or unenforceable the validity
legality and enforceability of the remaining provisions will not in any
way be affected or impaired
-44-
13. The Surety agrees to pay interest on each amount demanded of it under
this Schedule at the rate referred to in Clause 3.28 of this Lease from
the date of demand until repayment (as well after as before judgment)
14. If a liquidator or trustee in bankruptcy surrenders or disclaims this
Lease or if this Lease becomes forfeited the Surety will at the request
of the Landlord made within the three months following that surrender
or disclaimer or forfeiture (as the case may be) take from the Landlord
a lease of the Demised Premises for a term equal to the residue of the
Term which would have remained had there been no surrender or
disclaimer or forfeiture at the same rents and subject to the same
obligations and conditions as are contained in this Lease That lease is
to take effect from the date of such surrender or disclaimer or
forfeiture (as the case may be) and in such case the Surety will pay
the costs of that new lease and execute and deliver a counterpart of it
to the Landlord
15. If the Landlord does not require the Surety to take a new lease of the
Demised Premises under the preceding Paragraph 14 the Surety will
nevertheless on demand pay to the Landlord a sum equal to the Rents
which would have been payable under this Lease but for the surrender or
disclaimer or forfeiture (as the case may be) in respect of the period
from the date of that surrender or disclaimer or forfeiture (as the
case may be) until the expiration of three months from it or until the
Demised Premises become re-let by the Landlord (whichever occurs first)
together with all arrears of Rents outstanding under this Lease
-45-
THE FOURTH SCHEDULE
(Service Charge)
1. The provisions of this Schedule shall have effect with regard to
payment of the Service Charge and the expressions "Service Rent" and
"Service Charge" shall have the meanings respectively given to them by
the Headlease and the Management Deed
2. The Tenant will pay to the Landlord in manner hereafter specified the
Service Charge
3. Payment will be made by the Tenant within 14 days of written demand
therefor by the Landlord
4. The Landlord may demand payment from the Tenant at any time:
(a) after; or
(b) within 14 days before
the payment by the Landlord in respect of the Service Rent or Service
Charge falls due under the Headlease or Management Deed (as the case
may be)
5. If at the expiration of the Term the payments by the Tenant hereunder
shall have resulted in a credit to which the Landlord is entitled as
against the Superior Landlord and/or the Management Company such credit
shall be refunded by the Landlord to the Tenant
6. The Certificate of the Management Company (or its Accountants) as to
the amount of Service Rent or Service Charge shall (save in the case of
manifest error and subject as stated in the Management Deed) be final
and binding on the parties to this Lease
7. Nothing in this Lease contained shall impose any obligation on the
Landlord to do or perform any of the Services other than complying with
the Landlord's obligations under Clause 4.4 of this Lease
-46-
THE FIFTH SCHEDULE
(Tenant's Works disregarded on review)
1. Catering equipment
2. Staff lockers
3. Emergency generator
4. Waste compactor
S. Data voice and comms. Installations
6. Data cable trunking
7. Telephone and switchgear equipment
8. Radio communication systems
9. Material handling equipment
10. Access control systems
11. Aisle wire guided systems
12. Signage
13. Warehouse heating and ventilation
14. Warehouse lighting
15. Gatehouse
16. Security Systems
17. Racking
18. External lighting
19. External canopy
20. Battery charging area - fixtures and fittings
-47-
( THE COMMON SEAL of PONTSARN
( INVESTMENTS LIMITED
( hereunto affixed in the presence of
Director/s/Signature Illegible
Secretary/s/Signature Illegible
MEMORANDUM
We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease has been reviewed
under the provisions hereof and fixed in accordance with those provisions at
POUNDS ([pound symbol] ) per annum with effect from the day of
20
Dated this day of , 20
SIGNED for and on behalf of SIGNED for and on behalf of
the Landlord the Tenant
- ----------------------------- ---------------------------
-48-
MEMORANDUM
We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease has been reviewed
under the provisions hereof and fixed in accordance with those provisions at
POUNDS ([pound symbol] ) per annum with effect from the day of
20
Dated this day of , 20
SIGNED for and on behalf of SIGNED for and on behalf of
the Landlord the Tenant
- ------------------------- ----------------------------
-49-
MEMORANDUM
We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease bas been reviewed
under the provisions hereof and fixed in accordance with those provisions at
POUNDS ([pound symbol] ) per annum with effect from the day of
20
Dated this day of , 20
SIGNED for and on behalf of SIGNED for and on behalf of
the Landlord the Tenant
- -------------------------- ----------------------------
-50-
MEMORANDUM
We being the Landlord in whom the reversion immediately expectant upon the
determination of the term granted by the within written Lease is vested and
being the Tenant in whom the benefit of the said term is vested desire to record
the fact that the rent payable under the within written Lease bas been reviewed
under the provisions hereof and fixed in accordance with those provisions at
POUNDS ([pound symbol] ) per annum with effect from the day of
20
Dated this day of , 20
SIGNED for and on behalf of SIGNED for and on behalf of
the Landlord the Tenant
- -------------------------- ----------------------------
[MAP DEPICTING LEASED PREMISES]