**Exhibit 10.1(e)**

 
|   | Dated | 26    of    June, | 2005 |   |
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SWINDON BOROUGH COUNCIL

 

 

and

 

 

SAUER-DANFOSS LIMITED

 

 

LEASE

 

of Building 102 Cheney ManorSwindon Wilts

 

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THIS LEASE madethe 26 day of June Two thousand and five BETWEEN SWINDON BOROUGH COUNCIL of CivicOffices Euclid Street Swindon SN1 2JH (hereinafter called the Council whichexpression where the context so admits shall include the estate owner or estateowners for the time being of the reversion of the premises hereby demisedexpectant on the expiry of the term hereby granted) of the one part andSAUER–DANFOSS LIMITED (Company number 02179360) whose registered office issituate at Cheney Manor Swindon SN2 2PZ (hereinafter called ‘the Lessee’ which expressionshall where the context so admits include any persons deriving title under the Lessee)of the other part

 

WITNESSETH asfollows:-

 

1.                                     Inconsideration of the rent hereinafter reserved and of the Lessee’s covenants hereinaftercontained the Council hereby demises unto the Lessee ALL THAT the property describedin the First Schedule hereto (which property buildings and premises(including heating sanitary and water equipment and any other fixtures fittingsand equipment thereon from time to time other than tenants fixtures andfittings which expression shall in this Lease include not only tenants fixturesand fittings installed during the term of this Lease but also tenants fixturesand fittings and plant and machinery installed by any previous tenant or by theLessee under a previous Lease and remaining in or on the Demised Premises atthe date hereof) with any alterations or additions thereto and any otherbuilding erection or works from time to time constructed or carried out on thesaid plot of land are hereinafter referred to as ‘the demised premises’)TOGETHER WITH the easements and rights specified in the Second Schedule heretoBUT EXCEPT AND RESERVING unto the Council its lessees and tenants and allothers entitled thereto the easements and rights specified in the Third Schedule heretoTO HOLD the same unto the Lessee for the terms of FIVE YEARS from the [                    ]**day of                            Two thousand and five SUBJECT TO earlier determination as hereinafterprovided YIELDING AND PAYING therefor

 

FIRST throughoutthe term the yearly rent of THREE HUNDRED AND SEVENTY THREE THOUSAND SIXHUNDRED POUNDS (£373,600) payable by equal quarterly payments in advance byBanker’s Standing Order on the First days of January April July and October in

 

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everyyear the first of such instalments or a proper proportion thereof to be made onthe date hereof and

 

SECOND a sum equalto the sum or sums which the Council shall from time to time pay solely by wayof insurance premium pursuant to its obligation under clause 5(4)(3) hereof(including any increased premium payable by reason of the act or omission ofthe Lessee) PROVIDED THAT if any payment of rent is not made within fourteendays of the date on which it is due then interest shall be payable thereoncalculated from the date the rent is due to the actual date of payment at therate of 2% per annum above the Council’s Bankers Base Lending Rate for the timebeing

 

2.                                      ITIS HEREBY agreed and declared that the Lessee shall not be or become entitled toany right of access of light or air to the demised premises or to any otherright privilege or easement which would restrict or interfere with the user ofany adjoining or neighbouring land for building or any other purpose (Providedthat such user shall not materially affect the beneficial user of the demisedpremises by the Lessee for all purposes permitted by this Lease) and that noestate or interest in the soil of any road or footpath (whether or not a highwaymaintainable at the public expense) adjacent to the demised premises is orshall be deemed to be included in the demise hereinbefore contained

 

3.                                      THELessee hereby covenants with the Council as follows:-

 

(1)                                  Topay the rent hereby reserved including interest and VAT thereon (if any) as hereinbeforeprovided and not to exercise or seek to exercise any right or claim to withholdrent or any right or claim of legal or equitable set off or counterclaim

 

(2)                                  Topay all rates taxes duties charges and assessments whatsoever whether parliamentarylocal or otherwise which are now or may hereafter become payable inrespect of the demised premises whether by the owner or occupier thereof otherthan tax charged on the Council as a result of the ownership of or any dealingwith the Council’s reversionary interest or the receipt of rent and other paymentshereunder

 

(3)(a)                    Subjectto Clause 5(4)(3) of this Lease forthwith to insure and keep insured at alltimes during the said term (subject to such excesses exclusions and conditionsas the insurers may require) the demised premises in the full reinstatementvalue thereof against

 

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loss or damage by fireexplosion storm or tempest (including lightning) or aircraft or any article droppedfrom aircraft (in both cases other than hostile aircraft) and against two yearsrent and other risks normally included within a policy of comprehensiveinsurance which the Lessee or the Council consider to be reasonably desirable(insofar as the same are insurable on reasonable terms) such insurance to bewith an insurance company of repute approved by the Council (such approval notto be unreasonably withheld) in the joint names of the Council and the Lesseein such sum as for the time being shall be sufficient to cover the cost ofcompletely reinstating the demised premises in the event of total destructionof the buildings and erections comprised therein together with Architects andSurveyors fees and other expenses incidental thereto

 

(b)                                 Promptlyto pay all premiums and other moneys necessary for the said insurance

 

(c)                                  Wheneverreasonably required but not more than twice a year to produce to the Council andits officers or agents the policy or policies of insurance or sufficientevidence of the same and the receipt for the then current years premiumProvided Always that if the Lessee shall at any time fail to insure or keepinsured the demised premises as aforesaid the Council may (but shall beunder no obligation) do all things necessary to effect and maintain suchinsurance and any moneys expended by the Council for that purpose shall berepayable by the Lessee to the Council on demand and be recoverable forthwithby the Council by action or by distress as if such moneys formed part ofthe rent payable hereunder

 

(d)                                 Inthe event of the demised premises or any part thereof at any time duringthe subsistence of the term hereby created being destroyed or damaged by any ofthe insured risks or other risks insured against then and as often as the same may happenand so long as such insurance has not been vitiated or payment of any policymonies refused in whole or part by reason solely or in part or anyact or default of the Council its lessees or their respective agents servantsinvitees licensees or visitors to secure that all monies payable by virtue ofthe insurance before referred to shall with all convenient speed and inconformity with the provisions of this Lease be laid out and applied inrebuilding repairing or otherwise reinstating the demised premises in a goodand substantial manner and in case the moneys received in respect of the saidinsurance shall be insufficient for the purpose aforesaid to

 

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make good the deficiencyout of the Lessee’s own moneys PROVIDED THAT the covenant by the Lessee as toreinstatement shall be satisfied if the Lessee provides in the premises soreinstated accommodation as convenient and commodious as is practicable but notnecessarily identical to the demised premises as the same existed prior to suchdamage or destruction AND PROVIDED FURTHER that if the rebuilding andreinstatement of the demised premises or any part thereof shall proveimpossible the monies payable pursuant to any policy of insurance effectedhereunder shall be laid out and applied in completely clearing the site and anyremaining insurance monies not so applied shall be divided between the Counciland the Lessee in the proportions which the value of their respective interestsin the demised premises or that part thereof bear to one another at thetime of the event giving rise to payment

 

(e)                                  Notto do or cause permit or suffer to be done anything which may render thePolicy or Policies of Insurance hereinbefore mentioned void or voidable noranything which may render uninsurable the defined risks before mentioned

 

(4)                                 Notto do or permit to be done anything whereby the policy or policies of insuranceon the fabric of the demised premises against damage by fire or otherwise forthe time being may become void or voidable

 

(5)                                 Atall times during the term hereby created to maintain and keep the demised premisesin a clean and tidy condition including reasonable decorative repair and tokeep any parts thereof that are unbuilt upon reasonably clean and tidy and freefrom rubbish and to keep the roof or roofs of the demised premises in a windand weatherproof condition in all cases to the reasonable satisfaction of theCouncil

 

(6)                                 Topermit the Council its officers servants and agents workmen and authorised agentsat reasonable times after due notice (save in case of emergency) to enter uponthe demised premises for the purpose of ascertaining that the covenants andconditions herein contained have been duly observed and performed for thepurpose of taking inventories of landlord’s fixtures and fittings therein andto view the state of repair and condition of the demised premises and to giveor leave on the demised premises notice in writing to the Lessee of any failureto keep any part of the demised premises in accordance with the

 

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Lessees covenantsherein AND within the period of two calendar months after any such notice theLessee shall begin to comply with the requirements of such notice and inaccordance with the covenants in that behalf herein contained and shalldiligently proceed with the same AND if the Lessee shall fail to comply withthe requirements of such notice as aforesaid to permit the Council or its contractorsagents and workmen to enter upon the demised premises to execute such works as may benecessary to comply with the same AND in the event of the Council so enteringthe demised premises and carrying out such works to pay to the Council theproper and reasonable cost of executing such works within twenty-one days of awritten demand

 

(7)                                 TheLessee must give notice to the Council of any defect in the Premises that mightgive rise to an obligation on the Council to do or refrain from doing anythingin order to comply with the provisions of this lease or the duty of careimposed on the Council whether pursuant to the Defective Premises Act 1972 orotherwise and must at all times display and maintain any notices the Councilfrom time to time requires him to display at the demised premises

 

(8)                                 Notat any time during the term hereby created to build or place or permit orsuffer to be built or placed on the demised premises any new or additionalbuildings or erections or subject to the provisions of the DisabilityDiscrimination Act 1995 not to make any material alterations in the existingexternal design or appearance of the demised premises (all of which buildingserections and alterations are referred to in this sub-clause as ‘new works’) exceptwith the prior written approval of the Council in accordance with planselevations sections site plans and specifications which have first beenapproved in writing by the Council (in both cases such approval not to beunreasonably withheld) In the event of the Lessee carrying out any new workswithout the prior written consent of the Council it shall be lawful for theCouncil to enter upon the demised premises and restore them to the condition inwhich they were before the Lessee commenced such new works and the proper andreasonable expense of the Council in so doing together with interest at two percentum above the Council’s Bankers Base Lending Rate for the time being inforce shall be paid by the Lessee to the Council within twenty-one days fromthe date of a written demand in that 

 

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behalf IN the event ofthe Lessee carrying out any new works to which the Council may have givenits prior consent which do not comply with the plans elevations sections siteplans and specifications approved by the Council the Lessee shall forthwithupon notice in writing from the Council requiring it so to do make good andcorrect all such works which do not comply with the said plans elevationssections site plans and specifications as directed by the Council and if theLessee shall neglect to begin so to do within seven days after such notice thenit shall be lawful for the Council or its servants contractors agents andworkmen to remove or make good and correct all such non-complying works and allexpenses of so doing with interest thereon at the rate aforesaid shall be paidby the Lessee to the Council within twenty-one days of a written demand in thatbehalf  The Lessee shall permit the dulyauthorised officers and servants of the Council at all reasonable times uponreasonable prior notice in writing to enter upon the demised premises to viewthe state of progress of any new works which the Council has approved and toinspect or test the material and workmanship thereof and for the purpose ofascertaining generally that any such new works have been and are being carriedout in accordance with the plans elevations sections site plans andspecifications approved by the Council and the Lessee shall permit the Councilits servants agents or contractors of the Council to enter upon the demisedpremises to carry out any works or do any matter or thing which under thisLease the Council is empowered to do or carry out

 

(9)                                 Topermit the Council and the lessees or occupiers of adjoining property belongingto the Council if authorised in writing by the Council and their officersservants agents and workmen at convenient times by appointment after not lessthan fourteen days’ notice to the Lessee or without notice in case of emergencyto enter upon the demised premises to execute repairs alterations paintingredecoration or any other works whatsoever to any adjoining property now orhereafter belonging to the Council provided that such works cannot reasonablybe carried out without such access the person or persons exercising such right makinggood all damage thereby occasioned to the demised premises and to the Lessee’sproperty and also to permit the Council and the lessees or occupiers ofadjoining property authorised as aforesaid and their respective officersservants contractors agents and

 

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workmen atconvenient times by appointment after such notice as aforesaid (if required) toenter upon the demised premises for the purpose of constructing laying downconnecting altering repairing cleansing or maintaining any sewers drainsgutters pipes or cables in or under the demised premises for the accommodationof any adjoining or neighbouring property now or hereafter belonging to theCouncil the person or persons exercising such right making good all damagethereby occasioned to the demised premises and the Lessee’s property

 

(10)                            Duringthe said term to use the demised premises (apart from the office block)only for general industrial purposes and/or for warehousing and to use theoffice block as offices

 

(11)                            (a)                                  Notat any time to instal any fuel burning apparatus on the demised premises otherthan apparatus of a type approved by the Council (such approval not to be unreasonablywithheld) and to erect any chimney in connection with any such apparatus to thereasonable satisfaction in all respects of the Council To keep all fuel burningapparatus repaired and maintained to the reasonable satisfaction of the Counciland to stoke and operate the same only in a proper and skilled manner in allrespects in accordance with the manufacturers instructions and recommendationsand in particular not to exceed the proper working pressure and temperature

 

(b)                                 Notto cause or permit smoke effluvia vapour or grit to be emitted from any apparatuson the demised premises to such an extent as would result in a loss of amenityto other occupiers of the surrounding neighbourhood and to erect any chimney inconnection with any such apparatus to the reasonable satisfaction in allrespects of the Council

 

(c)                                  Topermit officers of the Council to enter upon the demised premises at reasonabletimes by appointment to inspect the method of stoking any fuel burning apparatusinstalled on the demised premises and to comply with such reasonable directionsas may be given by the Council to ensure the provisions of Clause 3(11)(a) and (b) are complied with by the Lessee

 

(12)                            Notto use the demised premises or any part thereof or permit or suffer thesame to be used for any illegal or immoral purpose nor to permit or suffer tobe done in or upon the demised premises nor to permit or suffer to be broughton the demised premises anything

 

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which may be orbecome a danger or nuisance or which may cause damage or inconvenience tothe Council its lessees or tenants or occupiers of any adjoining or neighbouringproperty (the Lessee’s business as now and previously carried on at the demisedpremises not being in breach of this covenant) and not to use or permit orsuffer to be used any part of the demised premises or anything connectedtherewith as an advertising station or for the display of boards postersnotices or signs except such as may be permitted in writing by the Councilsuch permission not to be unreasonably withheld

 

(13)                            (a)           Notat any time during the said term without first obtaining the written consent ofthe Council which shall not unreasonably be withheld or delayed to assign the wholeof the demised premises PROVIDED that it is agreed between the parties that ifthe following conditions are not met then it shall be reasonable for theCouncil to withhold consent

 

(1)                                 theproposed assignee (“the Assignee”) being one or more individuals shall providetwo trade references a current and previous landlord’s reference together witha bankers reference all of which in the reasonable opinion of the Council showsthat the Assignee is likely to be a responsible tenant of good financialstanding capable of fulfilling the covenants and obligations in this Lease

 

(2)            If theAssignee is a limited Company (“the Company”) then

 

(i)                                     theCompany shall provide two trade references a current and previous landlord’sreference together with a bankers reference all of which in the reasonableopinion of the Council shows that the Company is likely to be a responsibletenant of good financial standing capable of fulfilling the covenants andobligations in this lease and

 

(ii)                                  atleast two directors of the Company (or the sole director if only one) shallprovide a bankers reference which in the reasonable opinion of the Councilshows the director(s) to be of good financial standing and such director(s) areto act as guarantor(s) who will (if required) take a lease of the demisedpremises on the same terms and conditions of

 

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this lease for a**termcommencing on the date the lease is disclaimed and expiring on the contractualexpiry date of this lease if the Company shall be wound up compulsory orvoluntarily (other than a voluntary liquidation of a solvent company for thepurpose of amalgamation or reconstruction) or shall have a receiver appointed

 

If the conditionsat sub-clauses (a)(1) or (a)(2) of thisclause are not satisfied then the Council may at its discretion withholdconsent or require the Assignee to enter into a rent deposit bond relating to[two] quarters rent,

 

(3)                                  Savein the case of manifest error if any outstanding arrears debts or invoices owedby the assigning lessee to the Council as a result of his occupation of thedemised premises in relation to rents rates or other sundry debts are not paidin full before consent is issued or in the case of outstanding arrears debts orinvoices owed by the assignee to the Council in relation to rents rates orother sundry debts are not paid in full or in the case of previously agreedinstalment payments are not paid up to date before consent is issued.

 

(b)                                 theassigning Lessee shall pay the Council’s reasonable legal costs and reasonableestates costs incurred in considering any request for consent to an assignmentwhether the assignment proceeds to completion or not.

 

(c)                                  the assigning lessee shall if required by the Council enterinto an Authorised Guarantee Agreement guaranteeing the performance of thetenants covenants by the Assignee.

 

(d)                                 theLessee shall within one month from the date of any assignment give notice inwriting to the Council and to produce to the Council the relative original or counterpart deeddocument or grant and to pay to the Council a registration fee of Ten pounds orsuch greater fee as may be reasonable at the time in respect of every suchproduction

 

(e)                                  not to assign part of the demised premises

 

(f)                                    notto charge underlet share license or part with possession of the demises premisesor any part thereof save as provided in sub-clause (a) hereof

 

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(14)                            Ifany encroachment or easement shall be made or threatened to be made on or over thedemised premises or if any window or opening shall be made or threatened to beopened or made in any neighbouring building (whether already or hereafter to beerected) which if not obstructed might by lapse of time confer the right toaccess of light in favour of any neighbouring property (unless in either casethe dominant tenement is also owned by the Council) to give notice to theCouncil as soon as the same shall come to the notice of the Lessee and at thecost of the Council to do all such things as may be reasonable and proper forthe purpose of preventing the making of such encroachment or the acquisition ofsuch easement or right AND if the Lessee shall omit or neglect to do all suchthings as aforesaid at the earliest reasonably practicable time it shall belawful for the Council its officers servants and workmen to enter upon thedemised premises and to do the same (unless as aforesaid)

 

(15)                            Notto form or permit to be formed a rubbish or waste materials (especially inflammablematerials) dump on the demised premises but to keep all rubbish and refuse in properlycovered receptacles to the reasonable satisfaction of the Council TO arrange atthe Lessee s own expense for the removal of all refuse (other than refuse whichthe appropriate Local Authority is under obligation to remove under the PublicHealth Act 1936 or otherwise) from the demised premises whenever necessary

 

(16)                            Atthe Lessee’s own expense to provide and maintain on the demised premises throughoutthe said term adequate fire fighting equipment in accordance with theappropriate regulations for the time being in force and to maintain a clearaccess way to such equipment at all times

 

(17)                            Notto do anything or suffer anything to be done on the demised premises which wouldremove support from any adjoining land buildings or structure in any waywhatsoever

 

(18)                            Toendeavour to ensure that no vehicle belonging to the Lessee its servants and inviteesshall park or load or unload on any road on the Council’s Trading Estate (assuch Trading Estate may exist from time to time adjoining Cheney ManorRoad Swindon) except roads within the demised premises

 

(19)                            Notto supply gas electricity water or heating to any other tenant or occupier ofland

 

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comprisedwith the Council’s TradingEstate situate adjoining Cheney Manor Road Swindon

 

(20)                           Topermit the Council during the six months immediately preceding the expirationor sooner determination of the term hereby created to affix on any part ofthe demised premises a noticefor reletting or selling the same and during the said period to permit allpersons with written authority from the Council and accompanied by a servant oragent of the Council at reasonable times of the day to view the demisedpremises on prior appointment being made

 

(21)                            Toyield up the demised premises to the Council at the end of the term hereby grantedhowsoever determined with vacant possession in a clean and tidy condition tothe reasonable satisfaction of the Council with services safely capped off allmachinery removed any pits made safe and hazardous material removed and allboundary fences and gates left in a secure condition and to give up all keys ofthe demised premises to the Council

 

(22)*                           *Not to discharge anytrade effluent (as defined in the Public Health (Drainage of Trade Premises)Act 1937 or any statutory modification thereof for the time being in force) fromthe demised premises or any part thereof or any apparatus therein into thesewers serving the demised premises or into any pipe or drain communicatingtherewith except in such manner into such sewers at such temperature in suchquantities at such rates at such times of such composition after such treatment(whether for the removal of constituent parts or for the rendering of theeffluent neither acid nor alkaline or otherwise) and subject to such otherconditions whatsoever as the Council may from time to time reasonablydirect

 

(23)                            Notto allow anything but water to enter surface water drains and surface water sewersand in this connection properly to maintain any traps provided on the demised premisesin clean condition and proper repair and to permit inspection of such traps byor on behalf of the Council at any reasonable time by appointment upon at leastseven days prior notice in writing (save in case of emergency)

 

(24)                            Notat any time to store any materials or things upon any part of the demised premiseswhich may not for the time being be covered by buildings to an extentwhich the Council may reasonably consider unacceptable

 

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(25)                           Notto unreasonably withhold consent to a request by the Council under the Landlordand Tenant (Covenants) Act 1995 Section 8 for release from all or any ofthe Landlord covenants of this Lease

 

(26)                           Topay all reasonable and proper costs charges and expenses (including Solicitors’costs and Surveyors fees) incurred by the Council for the purpose of orincidental to the preparation and service of a notice under Section 146 ofthe Law of Property Act 1925 as amended requiring the Lessee to remedy a breachof any of the covenants herein contained notwithstanding forfeiture for suchbreach shall be avoided otherwise than by relief granted by the Court

 

4.                                       TheCouncil hereby covenants with the Lessee that the Lessee paying the said rent andobserving and performing the covenants and conditions herein contained and onthe Lessee’s part to be observed and performed shall and may peaceablyand quietly possess and enjoy the demised premises during the said term withoutany interruption by the Council or any person rightfully claiming under or intrust for the Council

 

5.                                       PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED that:-

 

(1)                                  Notwithstandingand without prejudice to any other remedies and powers herein contained orotherwise available to the Council if the rent reserved or any part thereofshall be unpaid for twenty-one days after becoming payable (whether formallydemanded or not) or if any covenant on the Lessee’s part herein containedshall not be performed or observed or if the Lessee for the time being being aCompany shall enter into liquidation whether voluntary or compulsory (save forthe purpose of reconstruction or amalgamation) or being an individual or beingmore than one individual or any of them shall become bankrupt or enter into anycomposition with its creditors then and in such case it shall be lawful for theCouncil at any time thereafter to re-enter upon the demised premises or any part thereofin the name of the whole and thereupon this demise shall absolutely determinebut without prejudice to any right of action of the Council in respect of anybreach non-observance or non-performance of any of the Lessee’s covenantsherein contained

 

(2)                                  Nothingherein contained or implied shall impose or be deemed to impose any restrictionon the use of any land or buildings not comprised in this Lease or give theLessee

 

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the benefit of orthe right to enforce or to have enforced or to prevent the release or modificationof any covenants agreement or condition entered into by any lessee or tenant ofthe Council in respect of property not comprised in this Lease or to prevent orrestrict in any way the development of any land not comprised in this leaseprovided that such development or use does not materially affect the use of thedemised premises for any of the uses permitted by this Lease

 
| (3)    | The Lessee  hereby confirms that before the date of this Lease: |
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|   |                                                            |   |
|   | (i)                                                             | The Council  served on the Lessee a notice dated July 26, 2005 in relation to the tenancy  created by this Lease (“the Notice”) in a form complying with the  requirements of Schedule 1 to the Regulatory Reform (Business  Tenancies) (England and Wales) Order 2003 (“the Order”) |
|   |                                                            |   |
|   | (ii)                                                            | the Lessee or a  person duly authorised by the Lessee in relation to the Notice made a  statutory declaration (“the Declaration”) dated August 12, 2005 in a form complying  with the requirements of Schedule 2 of the Order |
|   |                                                            |   |
|   | (iii)                                                           | The Lessee  further confirms that where the Declaration was made by a person other than  the Lessee the declarant was duly authorised by the Lessee to make the  Declaration on the Lessee’s behalf |
|   |                                                            |   |
|   | (iv)                                                            | The Council and  the Lessee confirm that there is no Agreement for Lease to which this Lease  gives effect |
|   |                                                            |   |
|   | (v)                                                             | The Council and  the Lessee agree to exclude the provisions of sections 24 to 28 (inclusive)  of the Landlord and Tenant Act 1954 in relation to the tenancy created by  this Lease |
|   |                                                            |   |
| (4)    | (1)                                                             | The Lessee shall  be entitled to determine the term hereby created on the 26th June 2008  (“the Termination Date”) by giving to the Council not less than 12 months  prior notice in writing of such intention (“the Break Notice”) and subject to  a Break Notice having been given the term hereby created shall cease on the  Termination Date PROVIDED THAT all rent due under this Lease is paid up to  and including the Termination Date |

 

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(2)   The Lesseemay vacate the demised premises at any time between the 26th June 2007and the Termination Date if it has validly served the Break Notice and

 

(i)   it pays tothe Council on or before such date of vacation (“the Vacation Date”) the sum ofForty thousand pounds (£40,000.00) which said sum will be accepted by theCouncil as full and final settlement of all security and maintenance costs forthe demised premises up to the Termination Date and

 

(ii)   it complies with its obligations contained in clause 3(21)hereof to the reasonable satisfaction of the Council

 

(3)   Subject tothe Lessee complying with its obligations contained in clauses 5(4)(2)(i)and (ii) hereofthe Council shall for the period from the Vacation Date to the Termination Dateinsure with a reputable insurance company the demised premises against loss ordamage by the insured risks in such sums as for the time being shall besufficient to cover the cost of completely clearing the site (including feesand costs) and loss of rent and assume liability for the security of thedemised premises and it is hereby agreed that the obligations of the Lessee containedin clauses 3(3)(5)(7)(14)(16) and (18) of this Lease shall cease with effectfrom the Vacation Date

 

(5)                                  Exceptwhere this Lease provides otherwise any disputes or differences arising asbetween the Council and the Lessee under the terms hereof are to be referred toarbitration in accordance with the provisions of the Arbitration Acts 1996 orany Act amending or replacing the same to a single arbitrator to be appointed(in default of agreement) by or on behalf of the President for the time beingof the Royal Institute of Chartered Surveyors on the application of eitherparty

 

(6)                                  Exceptso far as a contrary provision is contained in this Lease any notice decision directiondetermination approval authority permission or consent to be given by or servedon the Council under this Lease shall be valid and effective if signed by theDirector of Law and Corporate Governance for the time being of the Council orsuch other officer or agent as the Council may from time to time designatefor the purpose and addressed to the Council at the Civic Offices EuclidStreet, Swindon aforesaid

 

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(as the case may be)and delivered by hand or sent by recorded delivery postal service and shall bedeemed to have been validly served on or conveyed to the Lessee if delivered byhand or sent by recorded delivery postal service addressed to the CompanySecretary to the Lessee at the demised premises or such alternative address forservice as the Lessee shall notify to the Council in writing

 

(7)                                 Saveto the extent herein specifically provided nothing herein contained or implied shallprejudice or affect the rights powers duties and obligations of the Council inthe exercise of its functions as a local authority and save as aforesaid therights powers duties and obligations of the Council under all enactments may beas fully and effectively exercised in relation to the demised premises as ifthe Council were not the owner of the site and this Lease had not been executedby it and any approval or consent given or granted by the Council as landlordin pursuance of the provisions of this Lease shall not be deemed to be given orgranted by the Council in any other capacity than as landlord

 

(8)                                 Notwithstandinganything to the contrary in this deed contained the Lessee shall have fullright and liberty to make additions alterations and re—arrangements from timeto time to the interior parts of the demised premises

 

(9)                                 Theoperation of the Law of Property Act 1925 Section 62 is excluded from thisLease The only rights granted to the Lessee are thoseexpressly set out in this Lease

 

(10)                           Ifthe demised premises or any part thereof shall at any time between theVacation date and the Termination Date be destroyed or damaged by any of theinsured risks so as to be unfit for use and the policy or policies of insuranceeffected for the time being shall not have been vitiated or payment of thepolicy moneys refused in whole or in part in consequence of any act ordefault of the Lessee the rent hereby reserved or a fair proportion thereofaccording to the nature and extent of the damage sustained shall be suspendedfrom the date of such damage or destruction (“the destruction date”) and eitherthe Council or the Lessee may serve not less than six months Notice inwriting at any time after the destruction date on the other party determiningthe term hereby created and at the expiration of such a Notice the term

 

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hereby created is to ceaseabsolutely but without prejudice to any rights or remedies that may haveaccrued to either party against the other and all moneys received by virtue ofany such insurance shall belong solely to the Council

 

IN WITNESS whereof theparties hereto have caused this Lease to be executed as a Deed the day and yearfirst before written

 

THE FIRST SCHEDULE to the Lease

 

the Demised Premises

 

ALL THAT land andpremises at Cheney Manor Industrial Estate Cheney Manor Swindon known asBuilding 102 together with the adjoining yard and car parking area andperimeter fence all which said premises are delineated on the plan annexedhereto and thereon edged red

 

THE SECOND SCHEDULE to the Lease

 

Rights granted

 

1.                                      Theright in common with others having a like right to the free and uninterrupted passageof water and soil electricity and gas to and from the demised premises throughthe pipes drains sewers wires and cables now on the Cheney Manor IndustrialEstate any such as may replace the same with all the ancillary rights ofentry on the land wherein or whereon the same may be with all necessaryworkmen and appliances for the purposes of maintaining cleansing alteringmaking connection to or renewing the same the Lessee making good all damageoccasioned in the exercise of such rights of entry

 

2.                                      Aright of way at all times and for all purposes over the access drivesconnecting the demised premises with the public highway and pavement as showncoloured yellow on the plan annexed hereto

 

THE THIRD SCHEDULE to the Lease

 

Rights reserved

 

1.                                       Theright in common with the Lessee and all other persons lawfully entitled theretoto

 

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useall sewers and drains now in or upon the demised premises or any part thereofand freely to run and pass water and soil through and along the same or any ofthem

 

2.                                       Theright to have maintain repair cleanse use reconstruct alter and remove anypipes wires cables and works on over or under the demised premises now used forthe benefit of the adjoining land

 

3.                                       Fullright and liberty for the Council and all other persons lawfully entitledthereto with or without workmen and any necessary appliances at all reasonabletimes by appointment to enter upon the demised premises for the purposes ofexercising the rights reserved by paragraph 2 of this Schedule the Councilor the person or persons exercising the said rights making good any damageoccasioned to the demised premises and the property of the Lessee by theexercise of the rights of entry aforesaid

 

 

 

 

 

 
| EXECUTED BY       | )      |
|-------------------|--------|
|              | )      |
| SAUER-DANFOSS     | )      |
|              | )      |  |
| LIMITED acting by | )      |
|              |
|              |
| Director          |        |
|              |   |
|              |   |
| Secretary         |        |
|              |   |
|                   |        |  |  |

 

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