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EXHIBIT 10.6
DATED 18th April 1996
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Brixton Estate plc (1)
- and -
MSU (UK) Limited (2)
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L E A S E
- of -
Premises known as 526 528 and 000 Xxxxx Xxxx on part of the
Second floor of Elder House Xxxxxx Keynes Buckinghamshire
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Xxxxxx Xxxxx Xxxxxxx
00 Xxxxxxx Xxxxxxx
Xxxxxx XX0X 0XX
Ref: P1/FMH/ASL/100944-1
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THIS LEASE is made the 18th day of April 1996
BETWEEN:
(1) BRIXTON ESTATE PLC (registered in England No. 202342) whose registered
office is at 00-00 Xxx Xxxxx Xxxxxx XX0X 0XX (hereinafter called "the
Landlord" which expression where the context so admits shall include
the reversioner for the time being immediately expectant upon the term
hereby granted) and
(2) MSU (UK) LIMITED (registered in England No. 2587301) whose registered
office is at 000 Xxxxx Xxxxxx Xxxxxx Witan Gate West Central Xxxxxx
Keynes MK9 1DP (hereinafter called "the Tenant" which expression where
the context so admits shall include the person or persons in whom the
term hereby granted may from time to time be vested)
WITNESSES as follows:
1. The Landlord HEREBY DEMISES to the Tenant the premises known as 526
528 and 000 Xxxxx Xxxx Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxxx
shown edged red on the attached plan and including the following:
(1) The internal plaster and other surfaces of the structural load bearing
walls and columns within the Premises and of the walls dividing the
Premises from other parts of the building
(2) The screed or other surfaces of the floor down to the structural load
bearing parts of the floor. The trunking system and carpet or other
finishes to the floor
(3) The plaster or other surfaces of the ceilings including the whole of
any suspended or false ceilings within the premises and any void
between the suspended or false ceilings and the actual ceiling
(4) The frames and internal surfaces of the glass and the equipment and
fittings comprising the external windows. The doors and door frames
equipment and fittings exclusively serving the Premises
(5) All non load bearing walls and partitions including the doors, glass
and fittings within the Premises
(6) All the landlord's fixtures and fittings including all heating,
electrical, gas, water, apparatus, sewers and drains exclusively
serving the Premises
(7) All conducting media exclusively serving the Premises
(hereinafter called "the Premises") as the same forms part of the
second floor of the Landlord's Building known as Xxxxx Xxxxx Xxxxx
Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxxx (hereinafter called "the Building")
TOGETHER WITH the rights set out in the First
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Schedule hereto EXCEPTING AND RESERVING to the Landlord and all others
for the time being entitled thereto the rights set out in the Second
Schedule hereto TO HOLD the Premises unto the Tenant for a term of
five years beginning on and including the 22nd day March 1996 and
ending on and including the 21st day of March 2001 (hereinafter called
"the Term" which expression shall include the period of any
continuation holding over or extension thereof) PAYING therefor clear
of all deductions the rents first secondly thirdly fourthly and
fifthly hereby reserved as follows:
FIRST:
(i) From and including the 22nd day of March 1996 until and
including the 21st day of June 1996 the rent of a peppercorn
(if demanded)
(ii) From and including the 22nd day of June 1996 and for the
remainder of the Term the yearly rent of L.27,550 (twenty
seven thousand five hundred and fifty pounds)
which said rent first herein reserved shall in each case be paid by
four equal quarterly payments in advance on 1 January 1 April 1 July
and 1 October in each year the first payment in respect of the period
from the date hereof until the quarter day next following to be made
on the date hereof
SECONDLY: the Insurance Rent to be paid at the times and in the manner
set out in clause 2(5) hereof
THIRDLY: the Interim Charge and the Service Charge to be paid at the
times and in the manner set out in clause 2(6) hereof
FOURTHLY: all other sums payable by the Tenant to the Landlord under
the terms of this Lease
FIFTHLY: all Value Added Tax (or any tax of a similar nature) payable
in respect of the aforesaid rents hereby reserved
2. The Tenant HEREBY COVENANTS with the Landlord as follows:
(1) The Tenant will pay the yearly rent first herein reserved without
deduction set off or counterclaim at the times and in the manner
aforesaid and if required by the Landlord the Tenant will pay such
rent by banker's standing order or by credit transfer to such bank
account in England as the Landlord may nominate
(2) Without prejudice to any other right remedy or power of the Landlord
if any rent or other sum of money due hereunder shall have become due
but shall remain unpaid to pay on demand to the Landlord interest
thereon at a rate equal to 3% above the base rate from
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time to time to National Westminster Bank plc being calculated on a
day to day basis from the date upon which such rent or other sum of
money became payable down to the date of payment and the aggregate
amount for the time being so payable shall at the option of the
Landlord be recoverable by action or as rent in arrear
(3) The Tenant will also pay and discharge all rates taxes charges
assessments impositions and outgoings whatsoever whether parliamentary
parochial local or of any other description which are now or may at
any time hereafter be assessed charged or imposed upon the said rent
on the Premises or the owner or occupier hereof or the car parking
spaces referred to in the First Schedule hereto Provided Always that
the Tenant shall not be liable for the payment of any income or
corporation tax chargeable in respect of the rents herein reserved or
for any sum chargeable in respect of any dealing by the Landlord with
its reversionary interest
(4) The Tenants will also pay for all electricity (including any standing
charges) consumed at the Premises and where the cost of such
electricity is charged in the first instance to the Landlord the
Tenants will promptly on demand pay such cost to the Landlord
(5) The Tenant will also pay to the Landlord on demand from time to time
by way of further rent a sum or sums of money (hereinafter called "the
Insurance Rent") equal to a fair proportion of the premiums (including
any tax charged on such premiums) which the Landlord may pay:
(a) for insuring the Building (including any Landlord's fixtures
and fittings therein but excluding the boundary walls gates
and fences of the Building so far as the risk of damage by
storm tempest or flood is concerned) in their full rebuilding
value (including the cost of demolition site clearance and
related matters and also including architects' and other
professional fees and Value Added Tax) against loss or damage
by fire aircraft and things dropped therefrom riot explosion
lightning storm flood tempest civil commotion malicious damage
and impact by vehicles and
(b) for insuring against three years' loss of the rents payable
hereunder; and
(c) for insuring against such other risks as the Landlord may from
time to time consider it necessary or proper to cover
ALL WHICH RISKS mentioned in subclauses (a) and (c) of this subclause
2(5) are hereinafter together called "the Insured Risks" and the
Tenant shall also reimburse the Landlord on demand (made not more
often than once in any period of 12 months) a proportion of the cost
to the Landlord of valuing the Building for insurance purposes
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(6) The Tenant will also pay to the Landlord by way of further rent the
Interim Charge and the Service Charge (as defined in the Fourth
Schedule hereto) in accordance with the provisions contained in the
Fourth Schedule hereto
(7) The Tenant will once during the last quarter of the last year of the
Term (however determined) paint or otherwise redecorate as appropriate
all the inside walls ceilings wood and metalwork and other previously
painted or decorated inside parts of the Premises and all additions
thereto with two coats of good quality paint or other materials as
appropriate and in the case of redecoration in the last quarter of the
last year of the Term in a colour previously approved in writing by
the Landlord (such approval not to be unreasonably withheld or
delayed) in a proper and workmanlike manner to the reasonable
satisfaction of the Landlord and with every such inside painting the
Tenant will clean and treat the inside of all aluminum doors and
windows and grain varnish and colour the inside wood of the Premises
previously so grained varnished and coloured (damage or destruction by
the Insured Risks excepted unless the insurance monies shall be
irrevocable through any act or omission of the Tenant)
(8)(a) The Tenant will at all times during the Term at its own cost well and
substantially repair replace renew clean decorate and keep in good and
substantial repair and condition the whole of the Premises (including
without prejudice to the generality of the foregoing all partitions
fixtures and fittings and glass in the Premises and all sanitary
heating electrical gas water apparatus air-conditioning sewers and
drains (the "conduits") exclusively serving the Premises and all walls
within or forming part of the Premises) (save to the extent that it is
the Landlord's responsibility to make good damage or destruction by
any of the Insured Risks pursuant to clause 3(3) of this Lease)
(b) The Tenant shall at the end of the Term (however determined) replace
all the carpeting within the Premises with new carpeting of a quality
design and colour similar to the quality design and colour of the
carpeting supplied by the Landlord at the beginning of the Term and
first approved by the Landlord whose approval shall not be
unreasonably withheld or delayed
(9)(a) Immediately prior to the expiration or sooner determination of the
Term and at the Tenant's expense:
(i) to replace any landlord's fixtures and fittings which shall be
missing broken damaged beyond repair or destroyed with others
of equivalent quality and value and if reasonably appropriate
in the opinion of the Landlord to repair those fixtures and
fittings where otherwise broken or damaged
(ii) to remove every sign writing or notice which the Landlord
shall require to be removed and (unless the Landlord shall
agree otherwise) to remove all tenant's
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fixtures and fittings furniture and effects from the Premises
making good to the reasonable satisfaction of the Landlord all
damage caused thereby
(iii) to reinstate or remove all alterations or additions made to
the Premises at any time during the Term which the Landlord
shall require to be reinstated or removed making good to the
satisfaction of the Landlord all damage caused thereby
(b) At the expiration or sooner determination of the Term quietly to yield
up to the Landlord the Premises in such repair and condition as shall
comply with the Tenant's obligations herein contained
(10) The Tenant will keep the Premises clean and tidy and clean the
internal surface of windows of the Premises at least once in each
month
(11) The Tenant will permit the Landlord and its agents to enter the
Premises (with or without workmen) at all reasonable times in business
hours during the Term on the giving of at least 24 hours written
notice (except in the case of emergency) in order to enable the
Landlord and its agents to view the state of repair decoration
maintenance and condition of the Premises (including any garden or
landscaped areas) and to give or leave on the Premises notice in
writing to the Tenant of all defects and wants of repair decoration or
maintenance then and there found and for which the Tenant is liable
under this Lease and the Tenant will within two calendar months after
the giving of such notice (and sooner if requisite) commence and
thereafter proceed diligently to repair decorate maintain and clean
the Premises in accordance with the Tenant's covenants in that behalf
hereinbefore contained
(12) If the Tenant shall at any time fail to keep in repair or to decorate
or to clean or maintain the Premises in accordance with the Tenant's
said covenants the Landlord shall be entitled (but without prejudice
to the Landlord's right of re-entry hereinafter contained) to enter
the Premises and repair decorate clean or maintain the Premises and
the expense to the Landlord of carrying out such repairs or of
decorating or maintaining or cleaning the Premises shall be paid by
the Tenant to the Landlord promptly on demand and such sums shall be
recoverable by the Landlord by distress (as rent in arrear) as well as
by action
(13) To pay to the Landlord on an indemnity basis all proper costs charges
and expenses (including without prejudice to the generality of the
foregoing the Landlord's own proper management costs) properly
incurred by the Landlord for the purpose of or incidental to or in
contemplation of:
(a) the recovery of arrears of rent or the preparation and service
of a notice under Section 146 or Section 147 of the Law of
Property Xxx 0000 requiring the Tenant to remedy a breach of
any of the covenants in this Lease and/or any proceedings
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pursuant to such a notice (even if forfeiture for such breach
is avoided otherwise than by relief granted by the Court)
(b) the preparation and service of a Schedule of Dilapidations or
(c) any other action taken by the Landlord in respect of any
breach of any obligation of the Tenant under this Lease
(14) The Tenants will not at any time during the Term put up on the
Premises or affix to any of the windows or to the doors leading into
the Premises any notice advertisement signboard or other thing
whatsoever and the Tenants will not paint polish or in any other way
treat the exterior surfaces of the door or doors leading into the
Premises.
(15) The Tenant will not use or allow the Premises to be used otherwise
than as high class offices within Class B1 of the Schedule to the Town
and Country Planning (Use Classes) Order 1987
(16) (a) The Tenant will not at any time use or permit the Premises to
be used for any noisy dangerous or offensive trade manufacture
business pursuit or occupation or illegal or immoral purpose
nor will the Tenant allow any sale by auction to be held at
the Premises nor will the Tenant do (or allow to be done) at
the Premises anything which could be a nuisance damage or
inconvenience to the Public Local or any other authorities or
to the Landlord or to the owners or occupiers of any other
premises
(b) The Tenant will not bring into or keep on the Premises any
material or liquid which is or is likely to become of a
dangerous corrosive combustible radioactive volatile unstable
or offensive nature or which might in any way injure by
percolation corrosion or otherwise the Premises or the
Building or the service media serving the same or the keeping
or use of which may contravene any statute order regulation or
bye-law
(c) The Tenant will not obstruct in any way or permit oil or
grease or other deleterious liquid or matter to enter by any
means the drains or other service media and in the event of
such obstruction or entry forthwith to remedy the same and
make good all damage to the reasonable satisfaction of the
Landlord
(d) The Tenant will not deposit or permit to be deposited on any
part of the Building (other than in receptacles provided for
the disposal of rubbish) any rubbish refuse cases cartons
by-products or other chattels or effects of any kind
whatsoever nor place or permit to be placed in or on the
Premises any thing the weight of which might damage or
endanger the structure or stability of the Premises or the
Building
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nor will the Tenant reside or sleep or permit anyone to
reside or sleep at the Premises or the Building
(e) The Tenant will at all times observe and perform any
reasonable regulations made by the Landlord in connection with
the security management and use of the Building and/or the
common parts of the Building and shall pay to the Landlord on
an indemnity basis all costs claims and expenses incurred by
the Landlord (including without prejudice to the generality of
the foregoing the Landlord's own management costs) in making
good any uninsured damage caused to the common parts of the
Building by the Tenant (notwithstanding the ability of the
Landlord otherwise to recover the same through the Interim
Charge and/or the Service Charge)
(17) At all times during the Term at the expense of the Tenant to comply
with all requirements from time to time of the fire authority and the
Insurers in relation to fire precautions affecting the Premises and
the Building and to keep sufficient fire fighting and extinguishing
apparatus in and about the Premises installed in compliance with such
requirements and open to inspection and maintained to the satisfaction
of the Landlord and not to obstruct the access or means of working the
same or any means of escape from the Premises
(18) The Tenant will not do or omit to do or suffer to be done or omitted
anything which may render any increased or extra premium payable for
the insurance of the Premises or the Building or any adjoining
premises or which may make void or voidable any policy for such
insurance and will repay to the Landlord all sums paid by way of
increased premiums and all expenses incurred by it in connection with
any renewal of such policy rendered necessary by a breach of this
covenant
(19) The Tenant will at all times and at its own expense comply with any
lawful requirements of the Landlord's insurers
(20) (a) If the payment of any insurance money is refused owing to some
act or default of the Tenant or any undertenant or their
respective servants agents or licensees the Tenant shall pay
to the Landlord:
(i) if the payment of the insurance money is refused
solely due to the default of the Tenant or any
undertenant and their respective servants agents or
licensees then the whole of the amount refused; or
(ii) if the payment of the insurance money is refused only
in part due to the act or default of the Tenant or
any undertenant or their respective servants agents
or licensees then only such proportion of the amount
so refused as is
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reasonably and fairly attributable to the Tenant or
undertenant or their respective servants agents or
licensees contributory act or default
(b) If any excess to which any policy of insurance relating to the
Building shall be subject becomes applicable the Tenant shall
pay to the Landlord on demand a fair proportion of the amount
of such excess
(21) At all times and at the Tenant's own expense to observe and perform
all the requirements of any Acts of Parliament local Acts or bye-laws
(including any regulations or conditions or consents made or granted
thereunder) for the time being in force and of any public local or any
other competent authority in respect of the Premises and any additions
made thereto or any part thereof or any user thereof whether required
of the owner landlord tenant or occupier thereof and at all times to
indemnify and keep indemnified the Landlord against all claims
expenses liability in respect of all matters the subject of this
subclause
(22) (a) Not to carry out or make any alterations or additions
whatsoever to the structure of the Premises
(b) Not to carry out or make any alterations or additions which
affect the external appearance of the Premises
(c) Not to carry out or make any other alterations or additions to
the Premises without the previous written consent of the
Landlord (such consent not to be unreasonably withheld or
delayed) and on the making of any application for such consent
the Tenant shall supply the Landlord with detailed drawings
and a specification showing the proposed alterations and the
Tenant shall (if reasonably required to by the Landlord)
employ at the Tenant's expense such consultants as the
Landlord may nominate for the purpose of considering and
(should such be the case) confirming their approval of the
proposed alterations
(d) Notwithstanding the foregoing provisions of this subclause
2(21) the Landlord shall under no circumstances be obliged to
consent to the making of any alterations or additions to the
Premises which in the reasonable opinion of the Landlord
would not conform in style or character with the remainder of
the Building or which in the reasonable opinion of the
Landlord would be or would be likely to be prejudicial to its
interest in the Premises or in any other part of the Building
whether during the Term or following the expiration thereof
(23) (a) Not to hold the whole or any part of the Premises on trust for
another
(b) Not to assign underlet charge part with or share the
possession or occupation of part only (as opposed to the
whole) of the Premises
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(c) Not to assign underlet charge or part with or share the
possession or occupation of the whole of the Premises without
the previous written consent of the Landlord (such consent not
to be unreasonably withheld or delayed) provided that the
Landlord may (for the purposes of Section 19(1A) of the
Landlord and Tenant Act 1927 (as amended) (the "Act"))
withhold such consent in any one or more of the following
circumstances:
(i) If there is a breach of covenant by the Tenant which
in the reasonable opinion of the Landlord reduces the
value of the Landlord's reversionary interest in the
Premises
(ii) If the proposed assignee does not at the Relevant
Date have Satisfactory Assets and Satisfactory
Profits and for the purposes of this paragraph:
(aa) "Relevant Date" means the date on which the
Landlord receives an application for consent
(bb) "Satisfactory Assets" means net assets
(excluding any amount in respect of deferred
tax) which at the Relevant Date and after
consolidation (real or notional) with the net
assets (again excluding any amount in respect
of deferred tax) of any subsidiary company
(as defined by section 736 of the Companies
Act 1985) exceed an amount equal to the
yearly rent first reserved and payable under
this Lease at the Relevant Date multiplied by
three as evidenced by properly audited
accounts the latest set of which was
published not earlier than six months before
the Relevant Date and a letter confirming
that fact to the Landlord from the auditors
who prepared the most recent set of published
accounts for the proposed assignee
(cc) "Satisfactory Profits" means annual profits
before tax in the three complete trading
years immediately preceding the Relevant Date
which in each year (averaged over the three
years) and after consolidation in each such
year with the annual profits before tax of
any subsidiary company (defined as aforesaid)
exceed an amount equal to the yearly rent
first reserved and payable under this Lease
at the Relevant Date multiplied by three as
evidenced by properly audited accounts the
least set of which was published not earlier
than six months before the Relevant Date and
a letter confirming that fact to the landlord
from the auditors who prepared the most
recent set of published accounts for the
proposed assignee
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and provided also that the Landlord may for the purposes of
the Act give such consent subject to any one or more of the
following conditions:
(i) That the Tenant enters into an authorised guarantee
agreement (as defined in section 16 of the Landlord
and Tenant (Covenants) Xxx 0000 in such form as the
Landlord may reasonably require and including the
provisions set out in subsection (5) of such section
(ii) That the Tenant's solicitors undertake to pay all the
reasonable and proper costs and disbursements of the
Landlord's solicitors the Landlord's Surveyors and
any reasonable management fee in connection with the
proposed assignment
(iii) That the proposed assignee deposits with the Landlord
a sum equal to one quarter of the annual rent first
reserved and from time to time payable under this
Lease such sum to be held on the terms of a rent
deposit deed to be prepared by the Landlord and
approved by the Tenant (such approval not to be
unreasonably withheld or delayed)
(iv) That the proposed assignee being a limited company
provides a surety or guarantee of a covenant
acceptable to the Landlord to covenant with the
Landlord in the terms of the covenant contained in
the Fifth Schedule hereof
(d) Not to underlet the whole of the Premises save in accordance
with the following conditions:
(i) Prior to the grant of any underlease the undertenant
shall execute a deed containing a direct covenant
with the Landlord to perform and observe the
obligations of the undertenant to be contained in the
underlease and the obligations of the Tenant herein
contained (other than the obligation to pay the rents
hereby reserved and except where inapplicable to the
Premises underlet)
(ii) Prior to the grant of any underlease to produce to
the Landlord a copy of the underlease in its agreed
form
(iii) The rent payable under any underlease shall be the
highest rent reasonably obtainable for the Premises
in the open market without taking any fine or premium
or the rent from time to time payable hereunder
whichever is the higher
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(iv) No monetary consideration by way of fine or
premium or otherwise shall be paid and no
reduction of the rent payable by the underlessee shall
at any time be allowed
(v) Every underlease shall contain covenants on the part
of the Tenant thereunder and conditions similar
(mutatis mutandis and so far as is appropriate) to
the covenants on the part of the Tenant and the
conditions herein contained and without prejudice to
the generality of the foregoing every underlease
shall contain an absolute prohibition against
assigning or underletting part only (as opposed to
the whole) of the premises thereby demised and a
prohibition against assigning or underletting the
premises thereby demised without first obtaining the
written consent (which shall not be unreasonably
withheld) of the Landlord under this Lease
(vi) Every underlease shall contain or have endorsed on it
an agreement excluding Sections 24 to 28 of the
Landlord and Xxxxxx Xxx 0000 authorised by an order
of the court under Section 38(4) of that Act
(e) Not without the consent of the Landlord under this Lease to
vary the terms of any underlease and to take all reasonable
steps to enforce the due performance and observance by the
lessee under any underlease of the covenants on its part and
the conditions therein contained
(f) From time to time on demand during the Term to give to the
Landlord full particulars of all derivative interests of or in
the Premises or any part thereof howsoever remote or inferior
including particulars of the identity of the persons owning
such derivative interests in rents payable thereunder and any
such further particulars as the Landlord may require
(g) To send to the Landlord a certified copy of any permitted
assignment or underlease of the Premises within seven days of
the date of its execution and to pay to the Landlord a
registration fee of L.25 plus Value Added Tax thereon
(24) To allow the Landlord and its agents to enter the Premises at any
reasonable time during business hours during the last six months of
the Term upon 24 hours prior written notice and to affix upon any
suitable part of the Premises a notice board for reletting or selling
the Premises and the Tenant will not remove or obscure the same
(provided that such notice board shall not interfere with the Tenant's
trade or business) and the Tenant will permit all persons by order in
writing of the Landlord or its agents to view the Premises at
reasonable hours in the daytime without interruption upon a reasonable
prior appointment being made with the Tenant for that purpose PROVIDED
ALWAYS that such viewing shall not materially interfere with the
Tenant's trade or business
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(25) The Tenant will not knowingly permit or knowingly suffer and
will take all reasonably necessary steps to prevent the
acquisition by the public or anybody else of any rights of way or
other easements or rights in relation to the Premises and the Tenant
shall forthwith give to the Landlord notification in writing of any
act or matter or thing that is likely to lead to the acquisition
thereof
(26) Upon the receipt of any notice order direction or other thing from any
competent authority affecting or likely to affect the Premises
(including without prejudice to the generality of the foregoing any
proposal for alteration of the Valuation List or valuation under the
Local Government Finance Xxx 0000 in respect of the Premises) the
Tenant will so far as such notice order direction or other thing or
the Act Regulations or other instrument under or by virtue of which it
is issued or the provisions hereof require it so to do and so far (if
at all) as it is liable so to do under the provisions of this Lease
comply therewith at its own expense and will within seven days deliver
to the Landlord a copy of such notice order direction or other thing
(27) The Tenant will not allow any vehicles or motor-bicycles belonging to
itself its servants agents employees customers or visitors to be
parked on any part of the land adjacent to the Building (other than
on the car parking spaces referred to in the First Schedule hereto)
and will not obstruct other users of the Building or any emergency
fire exits and the Tenant will itself observe and procure that its
servants agents employees customers and visitors observe all
reasonable regulations made by the Landlord from time to time in
connection with the use of the roads yards and access ways of the
Building
(28) The Tenant will upon demand supply to the Landlord copies of all
agreements and guarantees relating to the Premises (including without
prejudice to the generality of the foregoing all security employment
or other agreements for the provision of services at or to the
Premises or for maintenance of any landlord's fixtures fittings plant
and equipment situated on the Premises)
(29) In relation to "the Planning Acts" which in this Lease means the Town
and Country Planning Xxx 0000 the Planning (Listed Buildings and
Conservation Areas) Xxx 0000 the Planning (Hazardous Substances) Xxx
0000 the Planning (Consequential Provisions) Xxx 0000 and the Planning
and Compensation Xxx 0000 and any statutory modification or
re-enactment thereof for the time being in force and any regulations
or orders made thereunder:
(a) The Tenant will at all times comply in all respects with the
provisions and requirements of the Planning Acts so far as
they relate to or affect the Premises or any operations works
acts or things hereafter to be carried out executed done or
omitted thereon
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(b) So often as occasion shall require at the expense in
all respects of the Tenant to obtain from either the
local Planning Authority or the Secretary of State for the
Environment (as appropriate) all such consents (if any) as may
be required for the carrying out by the Tenant of any
operations at the Premises or the institution or continuance
by the Tenant at the Premises of any use thereof which may
constitute development within the meaning of the Planning Acts
but so that the Tenant shall not make any application for
planning permission without the previous written consent of
the Landlord which consent shall not be unreasonably withheld
or delayed and shall keep the Landlord fully informed of any
such application and its result
(c) To pay and satisfy any charge that may be imposed
under the Planning Acts in respect of the carrying out or
maintenance by the Tenant of any such operations or the
institution or continuance by the Tenant of any such use as
aforesaid
(d) 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 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) unless a planning
permission (if required) therefor has also been obtained
(e) Unless the Landlord shall otherwise direct to carry
out before the expiration or sooner determination of
the Term any works stipulated to be carried out to the
Premises a date subsequent to such expiration as a condition
of any planning permission which may have been implemented by
the Tenant during the Term
(f) If and when called upon so to do to produce to the
Landlord all such plans documents and other evidence as
the Landlord may reasonably require in order to satisfy itself
that the provisions of this covenant have been complied with
in all respects
(30) To indemnify and keep indemnified the Landlord from and against legal
liability in respect of all actions proceedings claims demands losses
costs expenses damages and liability in respect of any injury to or
the death of any person or damage to any property movable or immovable
by reason of or arising in any way directly or indirectly out of the
non-compliance by the Tenant with its obligations under this Lease or
any alteration to the Premises or the user of the Premises and from
all proceedings costs claims and demands of whatsoever nature in
respect of any such liability or alleged liability and (without
prejudice to the Tenant's liability hereunder) to notify the Landlord
forthwith upon becoming aware of the same of all such as shall have
arisen in respect of any defects in the repair or condition of the
Premises
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(31) To give to the Landlord at least 2 weeks' prior notice in
writing of any creditors' meeting intended to be held for the
purpose of considering or implementing any compromise or proposal
under the provisions of the Insolvency Xxx 0000
(32) To pay all the reasonable costs (including Value Added Tax) incurred
by the Landlord arising out of any application made by the Tenant for
consent to assign or underlet or to carry out alterations or to do
anything requiring the consent of the Landlord (including without
prejudice to the generality of the foregoing the Landlord's own
reasonable management costs as well as the reasonable and proper costs
of the Landlord's solicitors and surveyors
(33) Where by virtue of any of the provisions of this Lease the Tenant is
required to pay or repay to the Landlord or to any other person any
cost fee charge expense or other sum in respect of the supply of any
goods or services by the Landlord or any other person the Tenant shall
also pay and indemnify the Landlord against the amount of any Value
Added Tax chargeable in respect of such supply
3. The Landlord HEREBY COVENANTS with the Tenant as follows:
(1) That the Tenant paying the rent and other moneys hereby reserved and
performing and observing the several covenants conditions and
agreements herein contained and on its part to be performed and
observed shall and may peaceably and quietly hold and enjoy the
Premises during the Term without any lawful interruption or
disturbance from or by the Landlord or any person or persons claiming
through under or in trust for it
(2) To insure and (unless the insurance so effected shall become void or
voidable through or by reason of any act neglect or default of the
Tenant) to keep insured the Building against loss or damage by the
Insured Risks in some insurance office or with underwriters of repute
and to provide the Tenant at the Tenant's expense upon request with a
copy of a summary of the policy
(3) If the Premises shall be damaged or destroyed by the Insured Risks or
any of them then (unless payment of any insurance moneys shall be
refused either in whole or in part by reason of any act neglect or
default of the Tenant) the Landlord shall (subject to obtaining all
necessary consents from any statutory or other authority and subject
also to the Tenant paying a fair proportion of any excess pursuant to
clause 2(20)(b) hereof) as soon as reasonably possible after the
occurrence of such damage or destruction rebuild or reinstate the
Premises to the same design as their original design (so far as is
practicable) or to such new design as may be agreed between the
Landlord and the Tenant
(4) Subject to the payment by the Tenant of the Interim Charge and the
Service Charge to carry out (or procure the carrying out of) the
services referred to in the Third Schedule hereto Provided Always that
the Landlord shall be deemed not to be in breach of this
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covenant if the Landlord's failure to carry out (or to procure the
carrying out of) any of the said services is attributable to matters
outside the Landlord's control or results from building works being
carried out to the Building
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:
(1) If and whenever:
(a) the said rents herein reserved or any of them or any part
thereof shall be in arrears for 21 days after the same shall
have become due (whether legally demanded or not) or
(b) the Tenant shall at any time fail or neglect to perform or
observe any of the covenants conditions or agreements herein
contained and on its part to be performed and observed or
(c) the Tenant and/or the Surety (if any) (being a body corporate)
is unable to pay its debts (as defined in Section 123 of the
Insolvency Act 1986) or has a winding-up petition or petition
for an administration order presented against it or passes a
winding-up resolution (other than in connection with a
member's voluntary winding-up for the purposes of an
amalgamation or reconstruction which has the prior written
approval of the Landlord) or calls a meeting of its creditors
to consider a resolution that it be wound up voluntarily or
resolves to present its own winding-up petition or is wound up
(whether in England or elsewhere) or the directors or
shareholders of the Tenant or the Surety resolve to present a
petition for an administration order in respect of the Tenant
or the Surety (as the case may be) or an administrative
receiver or a receiver and manager is appointed in respect of
the property or any part thereof of the Tenant or Surety or
(d) the Tenant and/or the Surety (if any) (being a body corporate)
calls or a nominee calls on its behalf a meeting of its
creditors or any of them or makes an application to the court
under Section 425 of the Companies Xxx 0000 or submits to its
creditors or any of them a proposal pursuant to Part I of the
Insolvency Act 1986 or enters into any arrangement scheme
compromise moratorium or composition with its creditors or any
of them (whether pursuant to Part I of the Insolvency Xxx 0000
or otherwise) or
(e) the Tenant and/or the Surety (if any) (being an individual)
makes an application to the court for an interim order under
Part VIII of the Insolvency Xxx 0000 or convenes a meeting of
his creditors or any of them or enters into any arrangement
scheme compromise moratorium or composition with his creditors
or any of them (whether pursuant to Part VIII of the
Insolvency Xxx 0000 or otherwise) or has a
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bankruptcy petition presented against him or is adjudged
bankrupt (whether in England or elsewhere)
then and in any such case it shall be lawful for the Landlord or any
person or persons duly authorised by the Landlord in that behalf
(notwithstanding the waiver of any previous breach of covenant) to
enter upon the Premises or any part thereof in the name of the whole
and thenceforth peaceably to hold and enjoy the Premises as if this
Lease had not been made but without prejudice to any right of action
or remedy of either party in respect of any antecedent breach of any
of the covenants by the other herein contained
(2) If the Premises or any part thereof shall at any time be destroyed or
so damaged by the Insured Risks or any of them as to be unfit for
occupation or use then and in such case (save to the extent that the
insurance of the Premises shall have been forfeited or vitiated by the
act default neglect or omission of the Tenant) the rents hereby
reserved or a fair and just proportion thereof according to the nature
and extent of the damage sustained shall forthwith be suspended and
cease to be payable until either such date as shall be three years
from the date on which the Premises became damaged or destroyed as
aforesaid or such date as the Premises shall have been rebuilt or
reinstated and made fit for occupation or use whichever date shall be
the earlier and in case any dispute shall arise it shall be referred
to an arbitrator to be appointed by agreement between the parties (or
in default of agreement to be appointed upon the application of either
party by the President for the time being of The Royal Institution of
Chartered Surveyors) pursuant to and subject to the provisions of the
Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force and the decision of
such arbitrator shall be final and binding on the parties
(3) The demand or acceptance of any rent by the Landlord shall not operate
as a waiver by the Landlord of any breach of covenant by the Tenant
(4) The Landlord gives no express or implied warranty that the permitted
user of the Premises under this Lease is or will be or remain a lawful
or authorised user under the Planning Acts or otherwise
(5) So far as the law shall allow the right of the Tenant (or any
undertenant) to compensation on quitting the Premises is excluded
5. This Lease is granted subject to the rights conferred by or referred
to in the documents brief particulars of which are set out in the
Sixth Schedule hereto and the Tenant shall observe and perform the
provisions of such documents in all respects so far as they relate to
the Premises and shall keep the Landlord fully and effectively
indemnified against all costs damages claims and demands arising out
of any breach or non-observance thereof
6. This Lease shall be governed by and interpreted in accordance with
English Law
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7. This Lease shall incorporate the regulations as to Notices contained
in Section 196 of the Law of Property Xxx 0000 as amended
8. It is hereby certified that there is no Agreement for Lease to which
this Lease gives effect
9. Pursuant to an order of the Mayor's and City of London Court dated
18th April 1996 it is hereby agreed that Sections 24-28 inclusive of
the Landlord and Xxxxxx Xxx 0000 (as amended) shall not apply to the
tenancy created by this Lease
10. So far as the law allows the Landlord shall have no further liability
to the Tenant under this Lease (save for antecedent breach) after it
shall have disposed of the reversion immediately expectant on the
determination of the Term and the Tenant hereby releases the Landlord
from all such liability
11. This Lease is a new tenancy for the purposes of the Landlord and
Tenant (Covenants) Xxx 0000
IN WITNESS whereof this Lease has been executed as a Deed
THE FIRST SCHEDULE
(RIGHTS GRANTED TO THE TENANT)
1. The right of access to and egress from the Premises during normal
office hours through and along the common parts of the Building
2. The right to use any communal toilets and washroom accommodation in
the Building
3. The right to park ten private motor vehicles in such positions in the
car park at the rear of the Building as the Landlord may from time to
time designate
4. The right of access in case of emergency through all such parts of the
Building as may be necessary
5. The right to use all common pipes wires drains sewers or other
conducting media in the Building
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THE SECOND SCHEDULE
(RIGHTS EXCEPTED AND RESERVED TO THE LANDLORD
AND ALL OTHERS ENTITLED THERETO)
1. The free and uninterrupted passage and running of gas water waste
electricity and telecommunications through any existing or future
pipes wires drains sewers and other conducting media within the
Premises from and to all other parts of the Building
2. The rights to enter upon the Premises at all times in case of
emergency and otherwise at reasonable times upon reasonable notice for
the purpose of inspecting maintaining cleansing repairing altering
testing renewing and replacing laying and making connections to all
service media and all connections in over or under the Premises the
persons exercising such rights causing as little damage as possible
and making good all damage occasioned thereby
3. The right to build upon alter or vary any other parts of the Building
and adjoining land of the Landlord in any such manner as the Landlord
may think fit provided that reasonable means of access to the Premises
is available at all times
THE THIRD SCHEDULE
(MATTERS IN RESPECT OF WHICH THE LANDLORD MAY INCUR
COSTS TOWARDS WHICH THE TENANT SHALL CONTRIBUTE BY
PAYMENT OF THE INTERIM CHARGE AND THE SERVICE CHARGE)
1. Heating and supplying hot water to the Building at such times as the
Landlord shall reasonably consider appropriate
2. Cleaning lighting repairing renewing maintaining and decorating the
common parts of the Building and repairing renewing and decorating the
doors leading into the Premises and the doors leading into other
separately demised premises in the Building
3. The carpeting re-carpeting or otherwise covering of the floors in the
common parts of the Building
4. The supplying of toiletries to any communal toilets in the Building
5. Providing maintaining and renewing refuse receptacles including hire
charges electricity and other running costs together with the costs of
refuse collection and storage of refuse
6. Providing and maintaining nameboards directional signs and other
notices
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7. Inspecting maintaining servicing cleaning repairing improving and
renewing any lifts boilers heating ventilating and air-conditioning
equipment hot and cold water systems window cleaning hoists and tracks
electric gas and water systems or services and all other plant and
equipment in or serving the Building together with a fair proportion
of such amount as the Landlord may reasonably estimate as being the
future replacement cost of any of the items mentioned in this
Paragraph 7
8. Effecting insurance and/or maintenance contracts in respect of the
lifts boilers and any other equipment mentioned in Paragraph 7 above
9. Caretaking and commissionaire services (if provided) including the
salaries paid to and any other costs to the Landlord arising out of
the employment of any caretakers and commissionaires including without
prejudice to the generality of the foregoing the cost of providing and
cleaning uniforms for such caretakers and commissionaires
10. Inspecting providing maintaining servicing repairing and renewing any
fire alarm or fire detection systems and fire prevention and fire
fighting equipment including sprinklers and sprinkler systems
11. Any rates payable by the Landlord in respect of the car park at the
rear of the Building or in respect of the common parts or any other
parts of the building used for the purposes of providing any of the
services set out in this Schedule and any charges payable for any
water fuel and electricity used or supplied in connection with such
services
12. Inspecting maintaining repairing renewing and decorating the exterior
the roofs and any structural parts of the Building and any boundary
gates walls and fences (including any party walls ceilings floors
foundations gutters drainpipes sewers drains roads and pavement)
together with a fair proportion of such amount as the Landlord may
reasonably estimate as being the future replacement cost of any of the
items mentioned in this Paragraph 12
13. Maintaining and providing horticultural plants (if any)
14. Cleaning the windows of the Building
15. Providing residential accommodation for any caretaker including the
cost of repairing maintaining heating and lighting the same and the
rates payable in respect thereof
16. Providing security services for the Building and its car park
including the provision of access control equipment and security
cameras
17. Employing or retaining any solicitor accountant surveyor valuer
architect engineer managing agent or management company or other
professional consultant or adviser in
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connection with the management administration repair and maintenance
of the Building including the preparation of any account giving any
certificate and calculating the Service Charge (and if the Landlord
fulfils the duties normally carried out by a managing agent payment of
a management fee to the Landlord)
18. The general maintenance (including the cleaning and lighting) of the
car park roadways and landscaped areas at the rear of the Building
19. The fees of any accountant or surveyor employed to determine the Total
Expenditure (as defined in the Fourth Schedule hereto) and the amount
payable in respect thereof by the Tenant
20. Providing such other services and carrying out such other works as the
Landlord in its absolute discretion may deem desirable or necessary
for the benefit of the Building or any part thereof or the tenants or
occupiers thereof or for securing or enhancing any amenity of or
within the Building or in the interests of good estate management and
the generality of this paragraph shall not be restricted by any other
provisions of this Schedule
21. Provided that the Landlord may at his option include the Insurance
Rent as costs towards which the Tenant shall contribute by payment of
the Interim Charge and the Service Charge.
THE FOURTH SCHEDULE
(PROVISIONS RELATING TO THE PAYMENT
OF THE INTERIM CHARGE AND THE SERVICE CHARGE)
1. In this Schedule the following expressions shall have the following
meanings:
(a) "Total Expenditure" means the total expenditure reasonably
incurred by the Landlord in any Accounting Period (as
hereinafter defined) in respect of the various matters set out
in the Third Schedule hereto
(b) "the Service Charge" means such sum of money as shall be equal
to a fair and proper proportion (as determined by the Landlord
acting reasonably) of Total Expenditure
(c) "the Interim Charge" means such sum to be paid on account of
the Service Charge in respect of each Accounting Period as the
Landlord shall specify and for the Accounting Period during
which this Lease is executed the Interim Charge shall be at
the rate of L.6,400 per annum and thereafter the Interim
Charge shall be based on the anticipated Total Expenditure for
the relevant Accounting Period
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(d) "Accounting Period" shall mean a period commencing on the
first day of January and ending on the thirty-first day of
December in any year (or such other 12 monthly period as the
Landlord shall in its absolute discretion choose)
2. The first payment o the Interim Charge in respect of the period from
and including the 22nd March 1996 until and including 31st March 1996
shall be made on the execution hereof and thereafter the Interim
Charge shall be paid to the Landlord on demand by 4 equal payments in
advance each year in respect of the 4 periods of 3 months beginning on
1st January 1st April 1st July and 1st October in each year
3. If the Interim Charge paid by the Tenant in respect of any Accounting
Period exceeds the Service Charge for that period such excess shall be
carried forward by the Landlord and credited to the account of the
Tenant in computing the Service Charge for the next Accounting Period
4. If the Service Charge in respect of any Accounting Period exceeds the
Interim Charge paid by the Tenant in respect of that Accounting Period
then the Tenant shall pay such excess to the Landlord within fourteen
days of service upon the Tenant of the Certificate referred to in the
following paragraph and in case of default the same shall be
recoverable from the Tenants as rent in arrear
5. As soon as practicable after the expiration of each Accounting Period
there shall be served upon the Tenant by the Landlord a Certificate
containing the following information in respect of that Accounting
Period:
(a) The amount of the Total Expenditure
(b) The amount of the Interim Charge paid by the Tenants
(c) The amount of the Service Charge
(d) The amount of any excess due to the Landlord or to be credited
to the account of the Tenants as the case may be
6. The said Certificate shall be final and binding on the Tenants but the
Tenants shall be entitled at their own expense at any time within one
month after service of such Certificate to inspect (or at the Tenant's
expense to be supplied with copies of) the receipts and vouchers
relating to payment of the Total Expenditure
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THE FIFTH SCHEDULE
(COVENANTS TO BE GIVEN BY A SURETY (IF SO REQUESTED BY
THE LANDLORD PURSUANT TO CLAUSE 2(22)(c)(v)
HEREOF UPON AN ASSIGNMENT OF THIS LEASE)
The Surety in consideration of this License having been granted at its request
HEREBY COVENANTS with the Landlord as a primary obligation:
(1) That the Assignee will pay the rents reserved by the Lease on the days
and in manner specified in the Lease and will perform and observe all
the Tenant's covenants therein contained and that in case of default
in such payment of rents or in the performance or observance of such
covenants as aforesaid the Surety will pay and make good to the
Landlord on demand all losses damages costs and expenses thereby
arising or incurred by the Landlord PROVIDED ALWAYS and it is hereby
agreed that any neglect or forbearance of the Landlord in endeavoring
to obtain payment of the said rents when the same become payable or to
enforce performance of the several stipulations on the Tenant's part
contained in the Lease and any time which may be given to the Tenant
by the Landlord shall not release or exonerate or in any way affect
the liability of the Surety under this covenant; and
(2) That if any Liquidator or Trustee in bankruptcy shall disclaim the
Lease the Surety will if the Landlord shall by notice in writing
within three months after such disclaimer so require take from the
Landlord a new lease of the Premises for a term commensurate with the
residue of the term originally granted which would have remained had
there been no disclaimer at the same rent payable at the time of such
disclaimer and subject to the same covenants and conditions as are
reserved by and contained in the Lease the said new lease to take
effect from the date of the said disclaimer and in such case the
Surety shall pay the costs of such new lease and execute and deliver
to the landlord a counterpart thereof.
(3) That if the Landlord shall not require the Surety to take a new lease
of the Premises pursuant to subclause (2) above the Surety shall
nevertheless upon demand pay to the Landlord a sum equal to the rents
that would have been payable under the Lease but for the disclaimer in
respect of the period from the date of the said disclaimer until the
expiration of six months therefrom or until the Premises shall have
been relet by the Landlord whichever shall first occur.
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THE SIXTH SCHEDULE
(DOCUMENTS TO WHICH THE PREMISES ARE SUBJECT)
The matters set out in the Property and Charges Registers of Title Number BM
159736
(EXECUTED as a deed by the affixing
(of the Common Seal of BRIXTON
(ESTATE PLC in the presence of
/s/
-------------------------------------
Director
SEAL
/s/
-------------------------------------
Secretary
