Exhibit 10.4
DATED 27th July 2000
CITY'S ESTATE
THE MAYOR AND COMMONALTY AND
CITIZENS OF THE CITY OF LONDON
-to-
DIGITAS (EUROPE) INC
-and-
DIGITAS INC
LEASE
-of-
Part Ground Floor and First to Third Floors
▇▇▇▇▇ Court ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇
Commencing 4th August 2000
Expires 3rd August 2015
(Determinable as within provided)
RENT (pounds)857,225 PER ANNUM
(subject to review) and additional rent as within mentioned
Draft dated 06/03/00 Final Amended 20/07/00
Ref CL7616/007/SF/PR
[CREST]
--------------------
CORPORATION
OF LONDON
--------------------
COMPTROLLER & CITY SOLICITOR
LEASE
-of-
Part Ground Floor and First to Third Floors
▇▇▇▇▇ Court ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ and
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇
[GRAPHIC OMITTED]
CONTENTS AND INDEX
Clause Title
------ -----
1.1 Definitions
2.1 Demise
2.2 Reddendum
2.3 Insurance Premiums
2.4 Service Charges
2.5 Service Charges - Accounting Provisions
3.0 Lessee's Covenants
3.1 Rent
3.2 Rates and Outgoings
3.3 Value Added Tax
3.4 Statutory Obligations
3.5 Lessee's Insurance Obligations
3.6 Repairs and Decoration
3.7 Electrical Installations
3.8 To Yield Up
3.9 To Permit Entry and Execute Repairs
3.10 Lessor's Works
3.11 Access of Light, etc
3.12 Alterations and Additions
3.13 Prohibited Uses and Activities
3.14 Permitted Use
3.15 Advertisements, etc
3.16 Alienation
3.17 Registration of Devolution
3.18 Reletting and Sale of Reversion
3.19 Interest on Late Payments
3.20 Lessor's Costs
3.21 Other Lessee's Obligations
4.0 Arbitration
5.0 Proviso for Re-Entry
6.0 Suspension of Rent
7.0 Miscellaneous Provisions
8.0 Notices
9.0 Lessor's Covenants
9.1 Quiet Enjoyment
9.2 To Insure
9.3 To Provide Services
9.4 To Reinstate
10.0 New Lease
11.0 Surety Covenants
The First Schedule - Rights and Easements
The Second Schedule - Reservations
The Third Schedule - The Services
The Fourth Schedule - Rent Review
THIS LEASE made the 27th day of July 2000 BETWEEN THE MAYOR AND
COMMONALTY AND CITIZENS OF THE CITY OF LONDON of Guildhall London EC2P 2EJ
(hereinafter called 'the Lessors' which expression shall where the context so
requires or admits include the estate owner or estate owners for the time being
of the reversion expectant on determination of the term hereby granted) of the
first part DIGITAS (EUROPE) INC (Company Registration No. F2021441) whose
address for service in England is at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (hereinafter
called 'the Lessee' which expression shall where the context so requires or
admits include the persons deriving title under or through the Lessee) of the
second part and DIGITAS INC whose address for service in England is at ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (hereinafter called "the Surety") of the third part
WITNESSETH as follows:-
1.0 DEFINITIONS AND INTERPRETATION
1.1 In this Lease the following words and expressions shall where the
context so admits be deemed to have the following meanings:-
'Agreement for Lease' means an agreement to enter into this Lease
made the 27th day of July 2000 between (1)
the Lessors and (2) the Lessee
'Arbitration' means arbitration by an independent surveyor
in accordance with Clause 4
'Building' means the building known as ▇▇▇▇▇ Court
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ and ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ WC1 of which the Premises
form part and refers to each and every part
of the Building and includes the shared
loading bay the LEB Substation the Building
Management Office and any other areas
appurtenant to the Building and all landlords
and other fixtures and fittings lifts plant
apparatus and
1
equipment therein and all additions
alterations and improvements thereto and
structures thereon from time to time
'▇▇▇▇▇▇▇▇▇▇▇' means the ▇▇▇▇▇▇▇▇▇▇▇ of London or the person
or persons for the time being appointed by
him or by the Lessors (who may be persons
employed by or otherwise connected with the
Lessors) to perform the functions designated
to him by this Lease
'City Surveyor' means the City Surveyor of the Corporation
of London or such qualified surveyor for the
time being appointed by him or by the
Lessors (who may be a surveyor employed
by or otherwise connected with the Lessors)
to perform the functions designated to him
by this Lease
'Comptroller and means the Comptroller of the Chamber and
City Solicitor' Bridge House Estates and City Solicitor for
the time being of the Corporation of London
or the Lessors' solicitor for the time being
(who may be employed by or otherwise
connected with the Lessors)
'Financial Year' means the period from 1st April in every
year to 31st March in the following year or
such other period as the City Surveyor may
from time to time determine as being an
accounting year for the purposes of this
Lease
'Interest Rate' means the base rate of Barclays Bank plc from
time to time or in the absence of publication
of such rate such comparable
2
rate as the Lessors may from time to time
acting reasonably specify
'Insured Perils' means (subject as hereinafter provided) the
perils of fire lightning explosion aircraft
(and other aerial devices) or articles
falling from them riot civil commotion
malicious persons acts of terrorism
earthquake storm tempest flood bursting and
overflowing of water pipes tanks and other
apparatus impact by mechanically propelled
vehicles and such other risks (if any) that
the Lessors may from time to time insure
'Lease' means this Lease and includes any deeds or
documents supplemental to it
'Plans' means the Plans annexed hereto
'Premises' means all those office premises on the first
second and third floors of the Building
together with the ground floor entrance and
first floor courtyard and the lift motor room
and switch room in the basement as the same
are shown hatched black on the plan annexed
hereto and refers to each and every part of
the Premises and includes (a) the inside and
outside of the windows and the window frames
and of the doors and door frames (including
mastic joints or seals) bounding the Premises
and any glass in such windows and doors (b)
the internal plaster surfaces of load bearing
walls and of external walls of the Building
and one half (severed vertically) of all
non-loadbearing
3
walls which divide the Premises from any
other part of the Building (c) all
non-loadbearing walls within the Premises (d)
the flooring (including the surface of the
first floor courtyard) down to the joists or
other structural parts supporting the same
but excluding the glass roof over the ground
floor retail unit below part of the Premises
(e) the ceiling plaster (f) all other
internal surfaces and partitions including
the glass curtain ▇▇▇▇▇▇▇ of the lightwell
(g) all additions and improvements to the
Premises (h) all tanks cisterns wiring pipes
ducts and conducting media in any part of the
Building and exclusively serving the Premises
(i) the lifts and lift shafts and (j) all
appurtenances fixtures fittings and rights
hereby demised and the pavement lights coal
plates and skylights (if any) exclusively
serving the Premises but otherwise excluding
all structural and loadbearing parts of the
Building and the external walls foundations
and roof of the Building
'Review Date' means the 4th day of August in the years 2005
and 2010 or either of those dates
'Schedule' means a schedule to this Lease
'Services' means the services facilities and amenities
specified in the Third Schedule
'Term' means the term of years granted by this
Lease and includes any period of holding
4
over or extension or continuance whether
under statute or common law
'Yearly Rent' means the rent first reserved by this Lease
as payable from time to time
1.2. Any covenant in this Lease by the Lessee not to do any thing shall
include a covenant not to permit or suffer that thing to be done
1.3. The clause headings in this Lease shall not be taken into account in
or affect the interpretation of the Lease
1.4. Words in this Lease importing the singular meaning shall include the
plural meaning and vice versa
1.5. Any reference to a statute shall (unless otherwise specified) include
any modification extension or re-enactment thereof for the time being
in force and every instrument order direction regulation byelaw or
other derivative legislation made under it and any reference to
statute or legislation generally shall include reference to any
regulation or other legislation of the European Union that is
applicable to the Building or the Premises as the case may be
1.6. Whenever any party to this Lease consists of more than one person or
body corporate the obligations and liabilities of that party shall be
joint and several obligations of those persons and bodies corporate
1.7. Where the context so requires or admits any reference to any officer
of the Mayor and Commonalty and Citizens of the City of London or the
Corporation of London shall include his deputy or any person
appropriately qualified or authorised to act on behalf of the Lessors
in that capacity
2 DEMISE
2.1 IN consideration of the rents and covenants hereinafter reserved and
contained and at the request of the Surety the Lessors hereby demise
unto the Lessee ALL THAT the Premises TOGETHER with the rights and
easements specified in the First Schedule but EXCEPT AND RESERVING to
the Lessors and all others so entitled or authorised the
5
rights and easements specified in the Second Schedule TO HOLD the
Premises (except and reserved as aforesaid) SUBJECT TO any existing
rights of light enjoyed by any windows or openings in any adjoining or
neighbouring premises unto the Lessee for a term of fifteen years
commencing on and from the 4th day of August 2000 and expiring on the
3rd day of August 2015 determinable nevertheless as hereinafter
provided
2.2 YIELDING AND PAYING therefor to the Lessors during the Term FIRST on
and from the 4th August 2000 up to and including the 3rd day of
February 2001 the Yearly Rent of a peppercorn and on and from the 4th
day of February 2001 the Yearly Rent of Eight Hundred And Fifty Seven
Thousand Two Hundred and Twenty-Five Pounds ((pounds)857,225.00)
exclusive of Value Added Tax or such greater Yearly Rent as may be
determined in accordance with the Fourth Schedule by equal quarterly
payments in advance on the Twenty-fifth day of March the Twenty-fourth
day of June the Twenty-ninth day of September and the Twenty-fifth day
of December in every year
2.3 INSURANCE PREMIUMS
AND ALSO PAYING to the Lessors within seven days of written demand and
as additional rent (which shall be recoverable by action or distress
in the same manner as for rent in arrear) such sum or sums as shall
from time to time be specified by the City Surveyor to be a fair and
reasonable proportion of the premiums payable by the Lessors (without
deduction in respect of agency or other commission which amounts the
Lessors shall be entitled to retain for their own benefit) for
insuring the Building in accordance with the Lessors' covenant
hereinafter contained and in relation to such other insurances as the
Lessors deem (in their reasonable opinion) appropriate in connection
with any matter involving or relating to the Building
2.4 SERVICE CHARGES
AND ALSO PAYING as additional rent (which shall be recoverable by
6
action or distress in the same manner as for rent in arrear)
2.4.1 For the provision of the Services to the Building or to the Premises
(as the case may be) a yearly service charge calculated and payable in
accordance with this Clause 2.4 and Clauses 2.5 and 2.6
2.4.2 A sum on account of such yearly service charge (payable unless
otherwise required by Lessors by equal quarterly payments in advance
at the same time and in the same manner as the Yearly Rent) subject to
variation as hereinafter provided and such other amounts in respect of
unanticipated costs expenses and outgoings as shall from time to time
be properly demanded by or on behalf of the Lessors
2.5 SERVICE CHARGES - ACCOUNTING PROVISIONS
2.5.1 The sum payable on account of the yearly service charge shall be
calculated annually and shall be a fair and reasonable proportion
certified by the City Surveyor of the anticipated costs and amounts to
be expended by the Lessors in providing the Services together with a
management charge of ten per cent thereof
2.5.2 The proportion payable by the Lessee is to be calculated in the
absence of other factors which the City Surveyor considers (in his
reasonable opinion) to be relevant by reference to the net lettable
floor area of the Premises as a proportion of the aggregate net
lettable floor area of the Building from time to time let or intended
for letting by the Lessors and shall be expressed as a percentage of
the total expenditure
2.5.3 The Lessors may at their discretion calculate a single percentage
applicable to all expenditure attributable to the Building or
alternatively may (provided it is reasonable to do so) calculate
separate percentages applicable to the various types of Services
(depending on whether a particular service is provided to the Building
or for the benefit of a specific lessee or lessees)
2.5.4 The Lessors shall be at liberty from time to time to add to the
Services or to amend or reduce the same or (provided that in doing so
they act reasonably and in accordance with the principles of good
estate
7
management) to re-calculate (from time to time) the percentages
2.6 SERVICE CHARGES - ANNUAL CERTIFICATE
2.6.1 The amount of the yearly service charge for each Financial Year shall
be ascertained and certified annually by a certificate ('the Annual
Certificate') signed by the City Surveyor as soon as may be
practicable after the end of each Financial Year containing a fair
summary of costs expenses and outgoings incurred by the Lessors for
the provision of the Services with a management charge of ten per cent
thereof and specifying the proportion thereof payable by the Lessee
2.6.2 A copy of the Annual Certificate for each Financial Year shall be
supplied by the Lessors to the Lessee on written request and without
charge to the Lessee and shall be conclusive evidence (in the absence
of manifest error) of the matters which it purports to certify
2.6.3 The yearly charge may include:-
2.6.3.1 both actual and reasonably anticipated costs expenses and
outgoings
2.6.3.2 a fair and reasonable proportion of payments of a
periodically recurring nature (whether recurring by regular
or irregular periods) whenever disbursed incurred or made
including such sum or sums of money by way of reasonable
provision for anticipated expenditure in respect thereof as
the City Surveyor may in his discretion allocate to the
period in question as being fair and reasonable in the
circumstances
2.6.4 Within 28 days of the issue of the Annual Certificate for any Period
there shall be paid by the Lessee to the Lessors any balance of the
yearly service charge found payable for the period in respect of which
the Annual Certificate is issued or there shall be allowed by the
Lessors to the Lessee any amount which may have been overpaid by the
Lessee by way of advance payment as the case may require
3.0 LESSEE'S COVENANTS
8
THE Lessee HEREBY COVENANTS with the Lessors:-
3.1 Rent
To pay the Yearly Rent and additional rents on the days and in the
manner hereinbefore appointed for payment thereof without any
deduction or set-off (save as required by law) and if so required by
the Lessors to make such payments by direct transfer to any bank and
account in the United Kingdom as the Lessors may nominate
3.2 Rates and Outgoings
3.2.1 To bear and pay the uniform business rates and all other taxes rates
charges assessments outgoings and impositions whatsoever parliamentary
municipal or otherwise which now are or at any time during the Term
shall be charged assessed or imposed upon the Premises or upon the
landlord or tenant thereof in respect of the same whether newly or by
way of increase and whether any such future taxes rates charges
assessments duties outgoings or impositions shall or shall not be in
the nature of those now in being and to pay to the Lessors on demand a
fair and reasonable proportion of any such matters as are charged
assessed or imposed upon any part of the Building not intended to be
occupied by a tenant except any tax (other than Value Added Tax or any
tax of a similar nature which may be substituted for or levied in
addition to it) on the rents hereby reserved and any tax occasioned by
any dealing with the reversion expectant on the Term not arising by
reason of some act or omission on the part of the Lessee.
3.2.2 If the Lessors lose rating relief (which the Lessors would otherwise
have actually utilised) after expiry of the Term because it has been
allowed to the Lessee or any undertenant to make good that loss upon
demand notwithstanding expiry of the Term
3.2.3 To pay to the Lessors on demand a fair and reasonable proportion of
any amount which the Lessor may be called upon to pay by way of proper
contribution towards the expense of making repairing maintaining
rebuilding and cleaning any ways roads pavements or structures pipes
9
party fences walls or anything which may belong to or be used in
common with other premises near or adjoining the Building
3.3 Value Added Tax
In addition to Yearly Rent and other payments of whatsoever nature
which are or shall be reserved or which are or may become payable by
or on behalf of Lessee pursuant to the provisions of this Lease to pay
and keep the Lessors indemnified against all Value Added Tax (or any
tax of a similar nature which may be substituted for or levied in
addition to it) which is or may at any time hereafter become payable
in respect thereof including an amount equivalent to any such tax on
any sums which are liable to be reimbursed to the Lessors subject in
all cases to receipt of a valid VAT invoice in respect of the same
3.4 Statutory Obligations
3.4.1 To do and execute all such works as under or by virtue of any statute
or other legislation for the time being in force shall be required to
be done or executed in respect of the Premises or the use thereof
whether by the landlord or by the tenant thereof and otherwise to
comply with such statutes and legislation
3.4.2 To pay to the Lessors on demand a fair and reasonable proportion of
any expense incurred by the Lessors in complying with any such
statutory obligations as relate to the Building (whether or not in
common with the Premises)
3.4.3 At the request of the Lessors (and at the joint expense of the
parties) to make or join with the Lessors in making any reasonable
representation that the Lessors consider appropriate or otherwise
contesting any proposal for a statutory obligation that relates to or
includes the Premises or the Building
3.5 Lessee's Insurance Obligations
3.5.1 Not to do or allow to be done in or on the Premises anything whereby
any insurance effected by the Lessors of the Premises or the Building
or any part thereof or the insurance of any neighbouring property for
the
10
time being owned by the Lessors may be vitiated or prejudiced
3.5.2 Not without the consent of the Lessors to do or allow to be done
anything whereby any additional premium may become payable for the
insurance of the Premises or the Building or any such other property
3.5.3 To pay to the Lessors on demand the whole of any increased or
additional premium required as a result of the Lessee's use or
occupation of the Premises or anything brought onto the Premises the
amount thereof (in case of dispute) to be certified by the ▇▇▇▇▇▇▇▇▇▇▇
and a fair and reasonable proportion of the cost of any insurance
valuations of the Building carried out by the Lessors from time to
time (provided that the Lessee shall not be required to pay amounts in
respect of insurance valuations more than once in every three (3)
years)
3.5.4 Not to effect any separate insurance of the Premises against loss or
damage by the Insured Perils
3.6 Repairs and Decoration
3.6.1 At all times during the Term and at the expense of the Lessee well and
substantially to maintain and repair the Premises and keep the same in
good condition (damage by the Insured Perils excepted save to the
extent that the policy may be vitiated by an act or omission of the
Lessee) and to replace all landlord's fixtures and fittings when
reasonably necessary with a modern equivalent
3.6.2 To keep the internal and external surfaces of the windows and all
other glass surfaces including the glass walls of the lightwell clean
3.6.3 In every fifth year and in the last year of the Term (howsoever
determined) to paint with two coats and decorate in a workmanlike
manner all such parts of the Premises as have been previously painted
and decorated using only materials and (in the last year of the Term)
colours approved by the City Surveyor (whose approval shall not be
unreasonably withheld or delayed)
3.7 Electrical Installations
3.7.1 To keep in good repair and maintain the electrical installation
exclusively
11
serving the Premises including all switchgear and services
3.7.2 Not to carry out any alteration to the said electrical installation
switchgear and services without the previous consent in writing of the
City Surveyor (such consent nor to be unreasonably withheld or
delayed)
3.7.3 To ensure that at all times the Premises comply with the regulations
for electrical equipment as published from time to time by the
institution of Electrical Engineers
3.7.4 Not to connect any apparatus to the electrical installation that might
endanger or overload it 3.8 To Yield Up At the end or sooner
determination of the Term 3.8.1 to yield up unto the Lessors the
Premises so repaired and decorated as aforesaid together with all
landlord's fixtures improvements and things which now are or at any
time during the Term shall be set up fixed or fastened to or upon or
in or about the Premises or any part thereof
3.8.2 to give up all keys of the Premises to the Lessors
3.8.3 to remove any tenants' fixtures and signage (if so requested by the
City Surveyor) and to make good any damage caused by such removal to
the reasonable satisfaction of the City Surveyor
3.8.4 to pay to the Lessors on demand any costs properly incurred by the
Lessors in complying with these obligations in default of compliance
by the Lessee
3.8.5 to provide to the Lessors all documents test certificates and other
information in the Lessee's possession relating to mechanical and
electrical plant and installations
3.9 To Permit Entry and Execute Repairs
3.9.1 To permit the City Surveyor and the agents workmen and employees of
the Lessors and those authorised by the Lessors at all times on
reasonable notice (except in case of emergency) to enter upon the
Premises:-
3.9.1.1 for the purpose of viewing and examining the state and
12
condition and user thereof
3.9.1.2 for the purpose of carrying out or providing the Services
3.9.1.3 for any reasonable purpose connected with the management of
the Building
3.9.2 That in case any defect or want of repair or unauthorised addition or
alteration shall then be found (and upon notice thereof in writing
being given to the Lessee or left upon the Premises) as soon as
reasonably possible to commence and diligently proceed to carry out
works to cause the same to be repaired or remedied or removed in
compliance with the terms of this Lease and such notice and to
complete such works of repair or remediation or removal within three
months of the date of such notice (or sooner in case of necessity)
3.9.3 In case of default to permit the workmen or agents of the Lessors
(without prejudice to their right of re-entry) to enter the Premises
and execute such works of repair or remediation or removal as
appropriate
3.9.4 To pay all proper costs and expenses incurred in relation thereto to
the Lessors on demand together with interest thereon calculated at the
rate of four per cent (4%) above the Interest Rate and compounded on
the usual quarter days for the whole period from the date of
expenditure until the date of payment to the Lessors (whether before
or after any judgment) such sums shall be recoverable as if the same
were rent in arrears
3.9.5 To give notice immediately to the Lessors (as soon as the Lessee
becomes aware of the same) of any defect in the Premises or the
Building or any matter or thing which might give rise to a liability
or duty on the Lessors and to indemnify the Lessors against the
consequences of failure to do so
3.10 Lessors' Works
3.10.1 To permit the City Surveyor and the agents workmen and employees of
the Lessors and those authorised by the Lessors to enter and remain
upon the Premises at all times on reasonable notice (except in case of
emergency) so far as may be necessary in order to carry out any works
or
13
repairs to the Premises or the Building for which the Lessors may be
liable or which the Lessors may desire (in accordance with the
principles of good estate management) to carry out or to repair or
rebuild any adjoining or contiguous premises belonging to the Lessors
or to cleanse empty or repair any of the sewers drains or gutters
belonging to the same the persons exercising the right causing as
little damage as reasonably possible and making good all damage to the
Premises occasioned by the exercise of such right (to the reasonable
satisfaction of the Lessee) but without payment of compensation for
any annoyance nuisance damage noise vibration or inconvenience caused
to the Lessee or any occupier of the Premises
3.10.2 In case any dispute or controversy shall at any time arise between the
Lessee and the tenants or occupiers of any adjoining or contiguous
premises belonging to the Lessors relating to the said sewers drains
or gutters or to any easements or privileges whatsoever affecting or
relating to the Premises or any adjoining or contiguous premises
belonging to the Lessors the same shall from time to time be settled
and determined by the City Surveyor in such manner as he shall direct
3.11 Access of Light etc
3.11.1 Not by building or otherwise to stop up or obstruct any access of
light or air as enjoyed in fact to any premises the estate or interest
whereof in possession or reversion now is or hereafter may be vested
in the Lessors
3.11.2 Nor to permit any new window light opening doorway path passage drain
or other encroachment right or easement to be made or acquired into
against or upon the Premises which might be or grow to the damage
annoyance or inconvenience of the Lessors
3.11.3 In case any such window light opening doorway path passage drain or
other encroachment shall be made or attempted to be made or any such
right or easement attempted to be acquired to give immediate notice
thereof to the Lessors and at the request of the Lessors (and at the
parties' joint expense) to adopt such means as may be reasonably
14
required or deemed proper by the City Surveyor for preventing any such
encroachment or the acquisition of any such easement
3.12 Alterations and Additions
3.12.1 Not to cut injure or divide (other than as permitted by this Lease)
the Premises or any part thereof
3.12.2 Not to unite or annex the Premises or any part thereof to any
adjoining premises
3.12.3 Not to make any alteration or addition to the Premises (other than the
installation repositioning or removal of internal demountable
partitioning) without having first obtained the approval in writing of
the City Surveyor (such approval not to be unreasonably withheld or
delayed)
3.12.4 At the end or sooner determination of the Term (if so requested by the
City Surveyor) to remove any internal demountable partitions and any
additions or alterations to the Premises to the extent so requested
and to make good any damage caused by such removal to the reasonable
satisfaction of the City Surveyor
3.13 Prohibited Uses and Activities
3.13.1 Not to permit any sale by auction to be held upon the Premises
3.13.2 Not to suffer the Premises or any part thereof to be used for the
purpose of any exhibition of pictures or views or other things or any
kind of show or spectacle to which admission shall be by payment or
where although no payment be asked for admission to the Premises any
kind of payment or fee shall be charged or demanded after admission
has been obtained or where the purchase of any article is made a
condition of such admission but this covenant is not to limit
prejudice or affect any other covenant herein contained
3.13.3 Not to bring onto the Premises or into the Building nor to permit to
remain on the Premises anything which is or might become dangerous
harmful polluting or contaminating nor to use the Premises or any part
thereof in a noisy noisome offensive illegal immoral or dangerous
manner or do or permit or suffer to be done in or upon the Premises or
15
any part thereof any act matter or thing which may in the opinion of
the City Surveyor be or grow to be or become a nuisance or an
annoyance to or to the prejudice of the Lessors their tenants or
lessees or to the owners lessees or occupiers for the time being at
any premises in the neighbourhood and without prejudice to the
generality of the foregoing not to permit any music public address
system or other broadcast of sound from the Premises to be audible
outside the Premises or permit anyone to sleep or reside on the
Premises or to allow animals on the Premises
3.13.4 Not to install safes and/or other heavy articles except as and where
approved by the City Surveyor (such approval not to be unreasonably
withheld or delayed)
3.13.5 Not to permit any goods to remain in or adjacent to the entrance to
the Building or the Premises or upon any lift or upon any other part
of the Building used in common with other occupiers thereof
3.14 Permitted Use
3.14.1 Not to use the Premises otherwise than as offices within Class B1 of
the Town and Country Planning (Use Classes) Order 1987 (and ancillary
uses in respect of those parts of the Premises situated in the
basement of the Building)
3.14.2 To obtain all necessary consents for such permitted use under the Town
and Country Planning Act 1990 and all other relevant legislation and
comply with all the terms and conditions of such consents throughout
the Term
3.15 Advertisements etc
3.15.1 Not at any time during the Term to affix or exhibit or permit to be
affixed or exhibited upon any part of the Premises or the Building any
placard notice sign or advertisement except such as may have been
first approved in writing by the City Surveyor (such approval not to
be unreasonably withheld or delayed)
3.15.2 Not at any time during the Term to affix or exhibit or permit to be
16
affixed or exhibited in or upon any part of the Premises or the
Building any illuminated placard notice or sign whether for the
purpose of advertisement or otherwise without the prior consent in
writing of the City Surveyor (such consent not to be unreasonably
withheld or delayed)
3.16 Alienation
3.16.1 Not at any time during the Term to assign underlet share or part with
possession or share occupation on of the Premises or any part thereof
or any interest therein for all or any part of the Term except by way
of an assignment or underlease of the whole of the Premises or an
underletting (or in the case only of an underlease of the whole of the
Premises a subunderletting) of a self-contained unit (as defined in
Clause 3.16.5 below) within the Premises and then in each case only
with the licence in writing of the Lessors (for so long as the
reversion hereto is vested in the Mayor and Commonalty and Citizens of
the City of London either under their seal or the hand of the
Comptroller and City Solicitor) but so that a licence for an
assignment or underlease or sub-underlease of the whole of the
Premises or an underlease or sub-underlease of a self contained unit
shall not (subject to the terms hereinafter appearing) be unreasonably
withheld or delayed Provided That there shall not be more than six (6)
occupiers (including the Lessee) of the Premises at any one time And
Provided Further That the Lessee may share the occupation of the
Premises with a group company (as defined in Section 42 of the
Landlord and Tenant Act 1954) provided that no relationship of
landlord and tenant is created
3.16.2 In the case of a proposed assignment (and for the purposes of section
19 (1) (a) of the Landlord Tenant Act 1927 (as amended) ('the 1927
Act') and the Landlord and Tenant (Covenants) Act 1995 ('the 1995
Act') such licence may be granted subject to any one or more of the
following conditions to be satisfied prior to any such assignment:-
3.16.2.1 that the assignee shall have entered into direct covenants
with the Lessors to perform and observe all the tenant
17
covenants of this tenancy as defined in the 1995 Act ('the
tenant covenants') during the residue of the Term or until
the assignee is released from such performance and
observance in accordance with the 1995 Act
3.16.2.2 that if reasonably so required by the Lessor the intending
assignor shall have entered into an authorised guarantee
agreement (as defined in Section 16 of the 1995 Act) with
the Lessors in such form as the Lessors reasonably require
and which shall be prepared by or on behalf of the Lessors
at the cost of the intending assignor (such costs to be
reasonable and proper)
3.16.2.3 that if reasonably so required by the Lessors any guarantor
of the Lessee's obligations under this Lease shall have
guaranteed to the Lessors that the intending assignor will
comply with the terms and conditions of the said authorised
guarantee agreement on such terms and in such form as the
Lessors reasonably require
3.16.2.4 that if reasonably so required by the Lessors the proposed
assignee shall have procured covenants with the Lessors in
the licence to assign by a guarantor or guarantors (not
being the intending assignor or any guarantor for the
intending assignor) acceptable to the Lessors (acting
reasonably) in such form as the Lessors may reasonably
require and to include provision that in the event of
disclaimer of this Lease by any liquidator or trustee in
bankruptcy of the assignee the guarantor will if required
(and requested within 90 days of such disclaimer) take up a
new lease upon the same terms and at the same rent as this
Lease for the unexpired residue of the Term
3.16.2.5 that if reasonably so required by the Lessors the proposed
assignee shall have provided a deposit to the Lessors of
18
such sum (being not less than three months of the then
Yearly Rent together with any Value Added Tax thereon) and
on such terms as the Lessors may reasonably require as
additional security for the discharge of the Lessee's
obligations under this Lease
3.16.3 For the purposes of section 19 (1) (a) of the 1927 Act and otherwise
it is hereby agreed that such licence may be withheld in any one or
more of the following circumstances:-
3.16.3.1 where an undertaking to pay all reasonable legal and
surveyors costs of the Lessors together with disbursements
and Value Added Tax arising on the application for consent
to such assignment (whether or not consent is granted) has
been requested but not given to the Lessors
3.16.3.2 while any sums due from the Lessee to the Lessors under this
Lease remain unpaid (save when a bona fide dispute in
respect of any such sum is in progress)
3.16.3.3 where the Lessee is in material breach of the covenants and
conditions on the part of the Lessee herein contained
3.16.4 Every such underlease or sub-underlease as aforesaid shall:
3.16.4.1 not be granted in consideration of a fine or premium
3.16.4.2 be granted at the rack rent (reasonably obtainable as at the
date of the underletting such expression being as defined at
sub clause 2.1 at the Fourth Schedule) such rent not to be
payable more than one quarter in advance subject to review
in the same manner as the Yearly Rent
3.16.4.3 contain covenants on the part of the underlessee or
sub-underlessee against alienation except by way of
assignment or underletting of the whole (save in the case of
an underlease of the whole of the Premises which shall
contain a covenant against alienation reflecting the
provisions of clause 3.16.1 above) and a covenant to observe
and perform
19
the covenants on the part of the Lessee under this Lease
other than those relating to payment of the Yearly Rent and
other sums due under this Lease from the Lessee to the
Lessors
3.16.4.4 contain covenants to produce within one month next after the
making thereof (without any demand by any person) for
registration at the office of the Comptroller and City
Solicitor a certified copy of every assignment of the
sub-demised premises and every sub-demise (or the
counterpart thereof) mortgage charge by way of legal
mortgage probate letters of administration and other
disposition of the Premises made by the underlessee or the
persons deriving title under him and to pay the reasonable
costs of the Comptroller and City Solicitor being not less
than (pounds)30 plus Value Added Tax for the registration of
every such assignment or sub-demise and
3.16.4.5 in the case of an underletting or sub-underletting of a self
contained unit only validly provide that the operation of
the Landlord and Tenant Act 1954 Sections 24-28 (inclusive)
is exluded in relation to the tenancy created by each and
every permitted underletting or sub-underletting
3.16.5 For the purposes of Clause 3.16.1 above 'a self-contained unit' means
either a whole floor or a part of a floor that either has direct
access to the lifts or to a lobby serving the lifts
3.16.6 Not to release or waive any such covenant as aforesaid but by all
reasonable means in the power of the Lessee (taking account of the
particular circumstances) to enforce the performance thereof by every
such underlessee and the persons deriving title under him
3.17 Registration of Devolution Within one month next after the making
thereof (without any demand by the Lessors) to produce for
registration at the office of the Comptroller
20
and City Solicitor a certified copy of all assignments (or the
counterparts thereof) mortgages charges by way of legal mortgage
probates of ▇▇▇▇▇ letters of administration and other dispositions
which shall be made of the Premises and to pay the reasonable costs of
the Comptroller and City Solicitor for the registration of every such
document being not less than (pounds)30 plus Value Added Tax
3.18 Reletting and Sale of Reversion
3.18.1 To permit the Lessors at any time during the six months immediately
preceding the determination of the Term (or at any time during the
Term in the case of a proposed sale of the Building) on reasonable
prior notice to enter upon the Premises and affix and retain without
interference upon any part thereof a notice for the reletting or sale
of the same or for the sale of the Building provided the same does not
materially interfere with the Lessee's use and enjoyment of the
Premises
3.18.2 To permit all persons with authority from the Lessors or the City
Surveyor at all reasonable times on reasonable notice to enter and
view the Premises or any part thereof
3.19 Interest on Late Payments
If the Yearly Rent or additional rent or any part thereof or any
payment due under this Lease or any part thereof (whether formally
demanded or not) shall be in arrear and unpaid after the date upon
which the same ought to have been paid to pay interest to the Lessors
thereon calculated at the rate of four per cent (4%) above the
Interest Rate and compounded on the usual quarter days for the whole
period from the date upon which such sum ought to have been paid until
the date of payment (whether before or after any judgment)
3.20 Lessors' Costs
3.20.1 To pay on an indemnity basis all costs charges and expenses (including
legal surveyors' and other professional fees) properly incurred by the
Lessors in relation to:-
3.20.1.1 the preparation and service of a notice under Section 146 of
21
the Law of Property Act 1925 or incurred in taking or
considering proceedings under Sections 146 and 147 of the
said Act notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
3.20.1.2 any steps taken in connection with the preparation and
service of all notices and schedules relating to any want of
repair of the Premises
3.20.1.3 every application made for a consent or licence in
connection with this Lease whether the same shall be granted
or refused or proffered subject to any lawful qualification
or condition or whether the application be withdrawn
(provided that such refusal or conditions are reasonable)
3.20.14 the recovery of rent or other sums due from the Lessee
3.20.1.5 enforcement of the Lessee's obligations
3.21 Other Lessee's Obligations
3.21.1 If so required to produce such evidence as the Lessors may reasonably
require to satisfy the Lessors that the provisions of this Lease have
been complied with
3.21.2 To be responsible for and to keep the Lessors indemnified against all
losses costs claims expenses demands and liabilities resulting
directly or indirectly from any breach by the Lessee of the provisions
of this Lease
3.21.3 If so required to notify the Lessors of the name and home telephone
number of at least two persons having the control of the keys to the
Premises
3.21.4 For so long as this Lease remains vested in Digitas (Europe) Inc and
unless and until the Lessee is entitled to be released from such
obligation to comply with the requirements of clause 3 of the
Agreement for Lease
4.0 ARBITRATION
Without prejudice to any other rights of the Lessors under this Lease
if
22
any dispute or difference shall arise between the parties hereto and
the Lessors so require by notice in writing to the Lessee THEN SUCH
dispute or difference shall be referred to the arbitration of an
independent surveyor to be appointed by agreement between the Lessors
and the Lessee or in default of agreement to be appointed on the
application of either party by the President for the time being of the
Royal Institution of Chartered Surveyors such surveyor to act in
accordance with the Arbitration Act 1996
5. PROVISO FOR RE-ENTRY
PROVIDED ALWAYS and it is hereby agreed and declared that:-
5.1 If the said rents or any part thereof shall be unpaid for twenty one
days after any due date for payment (whether formally demanded or not)
or if the Lessee is at any time in breach of any of its covenants
conditions or agreements herein contained or if in relation to the
Lessee (being a corporation) a voluntary arrangement is approved or an
administration order is made or a receiver or administrative receiver
is appointed of any of the Lessee's assets or undertaking or a
winding-up resolution or petition is passed or presented (otherwise
than by a solvent company for the purposes of reconstruction or
amalgamation) or if any circumstances arise which entitle the Court or
a creditor to appoint a receiver administrative receiver or
administrator or to present a winding-up petition or make a winding-up
order OR if in relation to the (being an individual or individuals) an
interim order is made or a voluntary arrangement approved or if a
bankruptcy order is made or if a receiver or trustee in bankruptcy is
appointed of the Lessee's estate or other similar or equivalent action
is taken against or by the Lessee by reason of insolvency or in
consequence of debt THEN AND IN ANY SUCH CASE it shall be lawful for
the Lessors or any person or persons duly authorised by the Lessors in
that behalf to re-enter upon the Premises or any part thereof in the
name of the whole and to forfeit this Lease but without prejudice to
any right of action or remedy of the Lessors in
23
respect of any antecedent breach of any of the covenants by the Lessee
or conditions herein contained
6.0 SUSPENSION OF RENT
6.1 If during the Term the Premises or any part thereof or any portion of
the Building shall be destroyed or damaged by any of the Insured
Perils against which the Lessors have insured so as to render the
Premises or any part thereof unfit for occupation or use by the Lessee
then (if no insurance of rent or premises effected by the Lessors
shall have been vitiated or prejudiced by some act or default of the
Lessee) the Yearly Rent hereby reserved or a fair proportion thereof
according to the nature and extent of the destruction or damage
sustained shall as from the date of such destruction or damage and
until the expiry of three years from the date of such damage or
destruction or until the Premises are again rendered fit for
occupation and use as aforesaid (whichever is the earlier) be
suspended and cease to be payable
6.2 Any dispute as to the extent proportion or period of such suspension
shall be determined by Arbitration
7.0 MISCELLANEOUS PROVISIONS
7.1 Nothing herein contained or implied shall impose or be deemed to
impose any restriction on the use of any land or buildings not
comprised in this Lease or give the Lessee the benefit of or the right
to enforce or to have enforced or to prevent the release or
modification of any covenant agreement or condition entered into by
any purchaser from or any lessee tenant or occupier of the Lessors in
respect of property not comprised in this Lease or to prevent or
restrict in any way the development of any land not comprised in this
Lease
7.2 Nothing herein contained shall be deemed in any way to waive diminish
or affect any existing or future powers and duties of the Lessors in
relation to the Premises in any capacity other than their capacity as
owners of the reversion expectant on the determination of the Term
7.3 Nothing in this Lease or in any consent granted by the Lessors implies
24
that the Premises may be used for any particular purpose
7.4 Each of the Lessee's covenants will remain in force even if the
Lessors have waived or temporarily released that covenant (other than
an express waiver or release) or waived or released a similar covenant
in a lease at other parts of the Building or any adjoining premises
7.5 The Lessors shall have power at all times without obtaining any
consent from or making any compensation to the Lessee to deal as the
Lessors may think fit with any of the property belonging to the
Lessors which adjoins or is opposite or near to the Premises and to
erect or suffer to be erected on such adjoining opposite or
neighbouring property any buildings whatsoever whether such buildings
shall or shall not affect or diminish the light or air which may now
or at any time or times during the Term be enjoyed by the Lessee or
any tenants or occupiers of the Premises or any part thereof or
interfere with the enjoyment of the Premises by them (and the same
shall not constitute any derogation from the Lessors' grant or breach
of the covenant in Clause 9.1) and the Lessors shall be entitled to
the sole benefit of any compensation paid in respect of any
obstruction of or interference with any access of light or air which
may at any time or times be suffered by the Premises and shall be
under no liability to pay any part of any such compensation to the
Lessee or to compensate the Lessee in any way in respect of any such
obstruction or interference
7.6 Section 62 of the Law of Property Act 1925 shall not apply to this
Lease and the access of light and air to the Premises shall unless and
until interrupted be enjoyed by consent of the Lessors and this
provision shall be deemed to be a consent or agreement in writing made
for that purpose within the meaning of Section 3 of the Prescription
Act 1832 Provided That in the exercise of the rights referred to above
the Lessee's use and enjoyment of the Premises shall not be materially
adversely affected
7.7 No person who is not a party to this Lease shall have any rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce or
otherwise
25
benefit from the provisions hereof but so that this clause shall not
affect the rights and remedies of any third party which exists or is
available independently of the provisions of the said Act
8.0 NOTICES
8.1 A notice under this Lease must be in writing and unless the receiving
party or its authorised agent acknowledges receipt is valid if (and
only if) it is given by hand or sent by special or recorded delivery
post and is served
8.1.1 where the receiving party is the Lessee or the Surety at the
Premises or in the case of a company incorporated within
Great Britain at its registered office
8.1.2 where the receiving party is the Lessor at Guildhall London
EC2P 2EJ or at such other address specified in a notice
given by the Lessors to the Lessee provided that for as long
as the reversion expectant on the Term invested in the Mayor
and Commonalty and Citizens of the City of London such
notices shall be sent to the Comptroller and City Solicitor
8.2 A notice sent by special or recorded delivery post is to be treated as
served on the third working day after posting whenever and whether or
not it is received
8.3 The term 'working day' means a day when the clearing banks in the City
of London are open for business and working days shall be construed
accordingly
8.4 If the receiving party consists of more than one person a notice to
one of them is notice to all
9.0 LESSORS' COVENANTS
THE LESSORS HEREBY COVENANT with the Lessee that:-
Quiet Enjoyment
9.1 The Lessee paying the Yearly Rent and additional rents hereby reserved
at the times and in the manner aforesaid and performing and observing
26
the covenants herein contained on the part of the Lessee to be
performed or observed shall and may hold and enjoy the Premises during
the Term without any interruption from the Lessors or any person
lawfully claiming through under or in trust for them
9.2 To Insure
9.2.1 Subject to the payment by the Lessee of the sums referred to in Clause
2.3 hereof and to the performance and observance by the Lessee of the
provisions of sub-clause 3.5 hereof the Lessors will insure and keep
insured the Building against loss or damage by the Insured Perils the
full reinstatement value thereof TOGETHER with insurance against loss
of rent for three years or other period as they shall reasonably
require PROVIDED THAT:-
9.2.1.1 the Lessors' covenant to insure against any particular risk
is subject to the insurance for such risk being ordinarily
available with a reputable insurer for premises such as the
Premises and the Building and acceptability to the Lessors
of the level of premiums
9.2.1.2 the insurance will be subject to any excess or limitations
(in line with current market practice) that the insurers may
require
9.2.1.3 the Lessors may from time to time vary or suspend
(temporarily or permanently) any insurance against any of
the Insured Perils (provided that they notify the Lessee in
writing in advance of doing so) or may insure against
additional perils if in its absolute discretion it considers
it is appropriate so to do
9.2.2 The Lessors will provide to the Lessee whenever reasonably requested
so to do (but not at intervals more frequent than annual) reasonable
evidence of the terms of any policy of insurance effected by the
Lessors and written confirmation or evidence of payment of premiums
9.2.3 The Lessors will as soon as reasonably practicable notify the Lessee
of
27
any material change in the risks covered by its policy of insurance or
any material change the terms thereof
9.3 To Provide Services
Subject to the payment by the Lessee of the sums referred to in Clause
2.4 hereof the Lessors will as far as reasonably possible provide the
Services PROVIDED that
9.3.1 no obligation is imposed upon the Lessors to provide the Services
except at the times and in the manner in which the Lessors shall in
their reasonable discretion deem necessary and
9.3.2 the Lessors shall not be liable to the Lessee for any loss damage or
inconvenience caused by any breakdown or failure to provide the
Services or any temporary interruption or suspension thereof howsoever
arising Provided That the Lessors use all reasonable endeavours to
remedy any such breakdown or failure to provide services
9.4 To Reinstate
9.4.1 Whenever damage to the Building by the Insured Perils shall have
occurred (and subject to the Lessee having notified the Lessors
thereof)
9.4.1.1 to notify the insurer of the damage and to claim all sums
due the policy of insurance and
9.4.1.2 subject to any required statutory consents having been
obtained to apply any insurance money received in respect of
such damage (except sums for loss of rent) in rebuilding and
reinstating the Building (subject as herein mentioned)
9.4.2 PROVIDED that the Lessors need not rebuild or reinstate while
prevented from so doing by:-
9.4.2.1 failure by the Lessors to obtain any required statutory
consents despite using reasonable endeavours
9.4.2.2 some defect in the site upon which rebuilding or
reinstatement is to take place such that it could not be
undertaken or could only be undertaken at a cost in excess
of the insurance cover
28
9.4.2.3 any Act of God of war or government action or any strike
lock-out or any other similar circumstances beyond the
Lessors' reasonable control
9.4.2.4 the insurance monies being withheld in whole or in part by
reason of some act or neglect of the Lessee
AND PROVIDED FURTHER that if rebuilding or reinstatement is
in the opinion of the City Surveyor impossible or
impracticable the Lessors may serve a notice on the Lessee
referring to this clause whereupon this Lease will
immediately come to an end without prejudice to any rights
which either party may have against the other and all
insurance monies will thereupon belong to the Lessors
absolutely
AND PROVIDED FURTHER that if within 2 years and 9 months
from the date of damage/destruction the Premises and/or the
Building have not been reinstated and/or the Premises are
not capable of and fit for beneficial occupation and use for
the user permitted herein then either party may at any time
thereafter determine the Term on giving to the other not
less than three months' notice in writing and immediately on
the expiration of such notice this present demise and
everything herein contained shall cease and be void but
without prejudice to any rights which either party may have
against the other
9.5 Enforcement of Lessors' Warranties
9.5.1 If within six years of the date of this Lease (or twelve years in the
case of defects relating to aspects of the Works carried out pursuant
to the Building Contract as that term is defined in the Agreement for
Lease) compliance with the Lessors' obligations in respect of repair
of the Building under the Lease involves or would involve any
expenditure of
29
money by the Lessors and in the reasonable opinion of the Lessors (and
in the event of any dispute between the Lessors and the Lessee as
determined by an Independent Surveyor appointed in the same manner as
is provided for in Clause 4 of this Lease) all or any part of such
expenditure would not have been incurred had it not been for the
existence of a defect in the refurbishment of the Premises ("the
Works") carried out by the Lessor under the Agreement for Lease or in
anything installed in the Premises as part of the Works which is
attributable to
(a) defective design or
(b) defective supervision of construction or installation of the Works
or
(c) defective workmanship or materials or
(d) the Works having been carried out otherwise than in accordance
with the specification as referred to in the Agreement for Lease
then the Lessee may require the Lessors and the Lessors shall take all
reasonable steps (including if appropriate the institution of
proceedings) to enforce all rights and remedies of the Lessors
(whether in contact or tort) which the Lessors may at any time have in
respect of any of the items listed in sub-clause (a) to (d) inclusive
with at view to procuring the remedy of such defect by the person or
persons concerned without cost to the Lessors or the Lessee or (as the
case may be) to recover from the person or persons concerned the cost
(including all incidental expenses) of remedying the same
9.5.2 Any money recovered by the Lessors from any person in accordance with
Clause 9.5.1 above (whether by way of compensation damages or
otherwise) in respect of the defect in question shall be held on trust
by the Lessors to be applied
(a) first in making good the defect in question
(b) secondly in or towards payment of all professional costs fees and
expenses whatever incurred by the Lessors in compliance with its
obligations under Clause 9.5.1 in respect of the defects in question
(save to the extent the same may have previously been met by the
Lessee)
30
(c) thirdly in or toward payment or repayment to the Lessee of all (if
any) costs and incidental expenses incurred by the Lessee
9.5.3 The obligations in Clauses 9.5.1 and/or 9.5.2 shall arise only if the
defect in question is material or the expenditure to remedy the same
would be substantial and would be a matter which the Lessee would be
liable for by way of service charge
10.0 NEW LEASE
This Lease is a new Lease under the 1995 Act
11.0 SURETY CLAUSE
11.1 The Surety covenants with the Lessors named in this Lease
and (without the need for any express assignment) with all
of its successors in title:
11.1.1 That if the Lessee does not pay the Yearly Rent or any other
sum due under this Lease to pay to the Lessors on demand the
Yearly Rent or other sum and the expression "other sum"
includes (for example) any sum that the Lessee is ordered to
pay in any proceedings arising out of this Lease or agrees
to pay by way of settlement of those proceedings
11.1.2 That if the Lessee is in breach of any provision of this
Lease to remedy that breach on demand and to indemnify and
keep indemnified the Lessors against all losses costs claims
or demands suffered by the Lessors as a result (directly or
indirectly) of that breach
11.1.3 That in addition to the obligations set our in clauses
11.1.1 and 11.1.2 and if this Lease is disclaimed by a
trustee in bankruptcy or liquidator to pay to the Lessors on
demand an amount equal to the Yearly Rent and other sums of
a recurring nature that would have been payable under this
Lease for the period beginning on the date of disclaimer and
ending on the earliest of
31
11.1.3.1 the date upon which the Premises are re-let or
11.1.3.2 the expiry of the Term or
11.1.3.3 the expiry of the period of 90 days beginning on the date of
the disclaimer
11.1.4 That if this Lease is disclaimed as aforesaid and if
requested by Lessors within ninety days of disclaimer to
take from the Lessors a lease of the Premises from the date
of disclaimer for the residue of the Term at the Yearly Rent
payable at the time of disclaimer (or where a rent review is
pending at the time of disclaimer at the Yearly Rent that is
subsequently agreed or determined to have been payable at
the time of disclaimer) and upon the same terms as those
contained in this Lease with all provisions of a periodical
nature (including for example those relating to review of
the Yearly Rent) expressed to apply on the actual dates that
would have applied if this Lease had not been disclaimed
11.1.5 To pay the proper costs of the Lessors incurred in relation
to the grant of the lease to the Surety
11.2 The obligations of the Surety set out in clause 11.1 will
continue to apply even if:
11.2.1 the Lessors grant any time or indulgence to the Lessee or
fail to enforce payment of the Yearly Rear or other sum or
the performance of the terms of this Lease
11.2.2 the Lessors refuse to accept the Yearly Rent tendered when
the Lessors are entitled (or would after the service of a
notice under the Law of Property Act 1925 section 146 be
entitled) to re-enter the Premises
11.2.3 the terms of this Lease are varied except that where a
variation increases an obligation of the Lessee (other than
the obligation to pay a revised Yearly Rent referred to in
32
clause 11.2.4) or imposes a new obligation on the Lessee the
Surety will not be liable in respect of that variation but
will be liable on the terms of this Lease without that
variation
11.2.4 a revised Yearly Rent has been agreed or determined
including any stepped rent phased rent or other rental
formula that may be agreed
11.2.5 the Lessee surrenders part of the Premises and where this
happens the liability of the Surety under this Lease
continues for the part of the Premises not surrendered after
making any necessary apportionments under the Law of
Property Act 1925 section 140
11.2.6 the Surety would have been released by any other event
11.3 The Lessee covenants with the Lessors:
11.3.1 to give notice to the Lessors within fourteen days if the
Surety (or if more than one person is included in this term
any of them) or any other guarantor for the Lessee for the
time being becomes insolvent (as defined in clause 11.3.3
below) or dies or has a receiver appointed under the Mental
Health Act 1983
11.3.2 if required by the Lessors following the service of a notice under the
preceding clause to procure that within twenty eight days of the request some
other person reasonably acceptable to the Lessors enters into covenants with the
Lessors in the form of clauses 11.1 - 11.2 or in such other form as the Lessors
reasonably require
11.3.3 For the purposes of clause 11.3.1 above 'insolvent' shall mean (if the
Surety is a corporation) that a voluntary arrangement is approved or an
administration order made or a receiver or administrative receiver appointed of
any of the Surety's assets or undertaking or a winding-up resolution or petition
is passed (otherwise than by a solvent company for the purposes of
reconstruction or
33
amalgamation) or (if the Surety is an individual or individuals) an interim
order is made or a voluntary arrangement approved or if a bankruptcy order is
made or if a receiver or trustee in bankruptcy is appointed of the Surety's
estate or other similar or equivalent action is taken against or the Surety by
reason of insolvency or in consequence of debt
IN WITNESS whereof this Lease has been executed as a Deed the day and
year first above written
THE FIRST SCHEDULE
Rights and easements granted
1. The right (in common with all others having a like right) of passage
and running of water and soil gas electricity telephone and other
services or supplies from and to the Premises through such of the
sewers drains conduits gutters watercourses pipes cables wires and
mains serving the Premises which now are or hereafter during the Term
may be in on over alongside or under adjoining premises belonging to
the Lessors Provided that the foregoing shall not imply any right
permitting the Lessee to make connections thereto nor to place in on
over alongside or under such adjoining premises any sewers drains
conduits gutters watercourses pipes cables wires or mains except such
of the same and in such positions as may be approved by the City
Surveyor in his absolute discretion
2. The right for the Lessee with the servants agents contractors and
workmen of the Lessee so far as may be necessary and in accordance
with any conditions the Lessor may reasonably impose at all reasonable
times to enter on such adjoining premises of the Lessors on reasonable
written notice (except in case of emergency) for the purpose of
repairing cleansing maintaining and amending such sewers drains
conduits gutters watercourses pipes cables wires and mains the Lessee
doing as little damage as possible and making good all damage
occasioned by the exercise of such right
3. Without prejudice to the other provisions of this Schedule the right
to install plant and machinery on areas of the roof of the Building
(subject to
34
the Lessors' approval not to be unreasonably withheld or delayed)
4. The right for the Lessee with the servants agents contractors and
workmen of the Lessee so far as may be necessary and in accordance
with any conditions the Lessors may reasonably impose at all times on
reasonable written notice to enter on to the roof of the Building for
the purpose of inspecting repairing cleansing maintaining and amending
such of the lessee's plant and equipment as may be situated thereon
the Lessee doing as little damage as possible and making good all
damage occasioned by the exercise of such right
5. The right to the use and enjoyment of the airspace within the
lightwell above the first floor courtyard which forms part of the
Premises between the surface of the said courtyard and the roof level
of the Building but for the avoidance of doubt excluding the airspace
above the roof light serving the ground floor retail premises within
the Building
6. The right in common with all others having a like right to use the
shared loading bay within the Building
7. The right in common with all others having a like right of access to
and to use the bicycle parking areas situated beneath the pavement in
▇▇▇▇▇▇ Place
8. A right of entry (with or without workmen and equipment) at all times
for all purposes to that part of the Premises situate in the basement
of the Building
9. The right of way in common with all others having a like right at all
times and for all purposes (including escape in case of emergency)
over the shared staircase adjoining the shared loading bay and leading
to and from ▇▇▇▇▇▇ Place
10 The right to place at the cost of the Lessee in a type design material
and colour approved by the City Surveyor (matching existing notices
boards or plates if the City Surveyor so requires) the name of the
Lessee on a plate on the entrance door to the Premises
THE SECOND SCHEDULE
35
Reservations to the Lessors and others
1. The right of passage and running of water and soil gas electricity
telephone and other services or supplies from and to adjoining
premises of the Lessors through such of the sewers drains conduits
gutters watercourses pipes cables wires and mains serving such
adjoining premises which now are or hereafter during the Term may be
in on or under the Premises
2. The right for the Lessors and their lessees licensees and tenants of
such adjoining premises with servants agents contractors and workmen
at all times on reasonable notice (except in case of emergency) to
enter on the Premises for the purpose of connecting to laying
repairing cleansing maintaining and amending such sewers drains
conduits gutters watercourses pipes cables wires and mains the persons
exercising this right causing as little damage as reasonably possible
and making good all damage occasioned to the Premises by the exercise
of such right to the reasonable satisfaction of the Lessee but without
payment of compensation for any annoyance nuisance damage noise
vibration or inconvenience caused to the Lessee or any occupier of the
Premises in connection with the use by such persons of the Premises
3. The right of way for the Lessors and their lessees licensee and
tenants of such adjoining premises with servants agents contractors
and workmen at all times on reasonable written notice through the
Premise to and from the roof of the Building for the purpose of
installing plant or of inspecting repairing cleansing maintaining and
altering such plant and equipment as may be situated thereon causing
as little damage as reasonably possible and making good all damage
occasioned to the Premises by the exercise of such right to the
reasonable satisfaction of the Lessee
4. The right for the Lessors or the tenant or other occupier of the
ground floor premises served by the roof light at the base of the
lightwell to enter the Premises with or without servants agents and
workmen and
36
equipment at all reasonable times on reasonable notice (save in case
of emergency) for the purpose of inspecting cleaning maintaining
repairing or replacing the roof light causing as little damage as
reasonably possible and making good all damage occasioned to the
Premises by the exercise of such right to the reasonable satisfaction
of the Lessee
5. The right of way on foot only in case of emergency up the stairs to
and through the ground floor entrance area to ▇▇▇▇▇▇ Place for the
tenants and occupiers of the basement premises within the Building
6. The right of way for the Lessors with servants agents contractors and
workmen at all times through the ground floor entrance area and down
the stairs to the basement to and from the boiler room
THE THIRD SCHEDULE
The Services
1. Cleaning maintaining decorating repairing and renewing the exterior
foundations structure and roof of the Building
2. Lighting heating cleaning maintaining decorating repairing and
renewing the common parts of the Building (being all those parts that
are not intended to be let) including (but not limited to):-
2.1 all drains sewers pipes wires and other conducting media other than
those exclusively serving the Premises or exclusively serving other
premises in the Building which are let or intended for letting
2.2 any areas used by the Lessors in connection with the provision of the
Services
2.3 the common ducts and the contents of the switch rooms and battery room
for emergency lighting
2.4 the shared loading bay
3. The provision of heating to the Premises
4. Provision of a Premises Controller for the Building and the Lessors
adjoining and neighbouring premises and appropriate office
accommodation within the Building or Lessors' adjoining or
37
neighbouring premises
5. Running expenses maintaining testing (where appropriate) repair
renewal replacement and insurance of the boiler the building
management system the sprinkler and fire alarm systems and other plant
and equipment in or serving the Building other than any exclusively
serving the Premises or exclusively serving other premises in the
Building which are let or intended for letting
6. Provision of security patrols or such security arrangements as the
Lessors consider appropriate
7. Maintenance and repair of the bicycle parking areas
8. Pest control
9. Provision of any other services facilities or amenities which the
Lessors may from time to time reasonably consider to be for the
benefit of the Building or any part of it (whether or not in common
with other premises) or the occupiers thereof and in keeping with the
principles of good estate management
THE FOURTH SCHEDULE
Rent Review
1.1 The Yearly Rent may be reviewed by the Lessors as the Review Date by
service on the Lessee of a notice requiring such review ('the Lessors'
Notice') and if upon any such review the full rack rental value of the
Premises has increased the Yearly Rent shall be increased to the full
rack rental value of the Premises with effect from the Review Date
(notwithstanding the Lessors' Notice being served either before or
after such date)
1.2 If the Lessors and the Lessee shall fail to agree the full rack rental
value within three months of the date of the Lessors' Notice it shall
be determined by an independent surveyor to be appointed by agreement
between the Lessors and the Lessee or in default of agreement to be
appointed on the application of either party by the President for the
time being of the Royal Institution of Chartered Surveyors
38
1.3 The determination by such independent surveyor shall be as arbitrator
in accordance with Clause 4
1.4 The independent surveyor's costs in connection with such determination
shall be borne in equal proportions by the Lessors and the Lessee
1.5 If any such independent surveyor shall die delay or be or become
unwilling or incapable of acting or if for any other reason the said
President shall in his absolute discretion think fit the said
President shall in his absolute discretion and as often as necessary
by writing discharge any such surveyor and appoint another in his
place
2.1 For the purposes of the Lease 'full rack rental value' shall mean the
best rent at which the Premises might reasonably be expected to be let
in the open market (but taking no account of a tenant with a special
interest in the Premises) (after the expiry of any rent free or
concessionary rent period or the giving of any other inducement by the
willing lessor to the willing lessee in connection with the fitting
out of the Premises as would be negotiated in the open market so that
no discount reduction or allowance shall be made to reflect (or to
compensate the lessee or hypothetical tenant for the absence of) any
such rent free or concessionary rent period or other inducement) by a
willing lessor to a willing lessee at the Review Date without a
premium with vacant possession for a term of equal length to the term
originally hereby created calculated from the Review Date upon the
terms of this Lease (other than the amount of rent but including these
provisions for rent review) upon the following matters
2.2 THE ASSUMPTIONS ARE:-
2.2.1 the Lessee has complied with all the covenants imposed by
the Lease upon the Lessee including without prejudice to the
generality of the foregoing the Lessee's obligations as to
repair and redecoration
2.2.2 the Premises are fit for immediate occupation and use for
39
the purposes permitted by this Lease with all services
connected including small power with floor boxes supplied
2.2.3 the Premises have been fitted at the Lessors' expense with a
22mm Junkers steamed beech hardwood floor on a New Era floor
levelling system or flooring and high grade carpet or floor
covering of a similar quality and with Concord wall mounted
uplighters and Tempora surface mounted up/downlighters or
lighting of a similar quality
2.2.4 no work has been carried out to the Premises by the Lessee
or any predecessor in title during the Term which has
diminished the rental value of the Premises
2.2.5 in case the Building or any part thereof has been destroyed
or damaged it has been fully restored
2.3 BUT DISREGARDING:-
2.3.1 the occupation of the Premises by the Lessee or any of the
Lessee's tenants or any of their respective
predecessors-in-title
2.3.2 any goodwill attached to the Premises by reason of the
carrying on thereat of the business of the Lessee or any of
the Lessee's tenants or any of their respective
predecessors-in-title in that or any similar business
2.3.3 any alterations or improvements to the Premises made
otherwise than pursuant to any obligation to the Lessors on
the Lessee's part to carry out such work (but which shall
not include works on the part of the Lessee in compliance
with clause 3.4 of this Lease) at the sole expense of the
Lessee during the Term and not more than 21 years before the
Review Date and with the consent of the Lessors
3.1 The revised rent payable by the Lessee as from the Review Date shall
be the greater of:-
3.1.1 any rent agreed between the parties or by an independent
40
surveyor as hereinbefore provided or
3.1.2 the rent payable immediately prior to the Review Date
4.1 If the revised rent has not been agreed as aforesaid before the Review
Date then
4.1.1 rent shall continue to be payable at the existing rate until
the revised rent has been agreed and
4.1.2 as soon as the revised rent has been so agreed the Lessee
shall pay to the Lessors a sum equal to the amount (if any)
by which the rent already paid falls short of the revised
rent together with interest upon such shortfall at the
Interest Rate calculated from the Review Date or any later
date on which to same became due to the date of actual
payment
5. Time shall not be of the essence in respect of any part of the review
procedure hereinbefore contained
THE COMMON SEAL OF THE MAYOR
AND COMMONALTY AND CITIZENS
OF THE CITY OF LONDON was
hereunto affixed in the presence of:-
/s/ ▇. ▇▇▇▇▇
▇. ▇▇▇▇▇
ASSISTANT CITY SOLICITOR
41
