dated 2016 london underground limited (1) and …€¦ · lr5.2 this lease is made under, or by...

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Dated 2016

LONDON UNDERGROUND LIMITED (1)

AND

ESSENTIAL LIVING (ARCHWAY) LIMITED (2)

LEASE

relating to property known as Archway Tower,

Highgate Hill, N19 5RQ

Legal02#62961158v1[KJM3] 2

CONTENTS

Clause Heading Page

1 DEFINITIONS AND INTERPRETATION .......................................................................................... 7

2 LETTING, TERM AND TERMINATION ......................................................................................... 28

3 RIGHTS, RESERVATIONS AND OTHER MATTERS ....................................................................... 32

4 RENTS AND OTHER SUMS PAYABLE .......................................................................................... 35

5 REPAIR, MAINTENANCE AND PROTECTION OF RAILWAY AND RAILWAY PREMISES ................ 39

6 USE OF THE PREMISES .............................................................................................................. 45

7 LEGISLATION ............................................................................................................................. 47

8 RESTRICTIONS ON PARTING WITH POSSESSION ....................................................................... 49

9 ASSIGNMENT ............................................................................................................................ 49

10 UNDERLETTING ......................................................................................................................... 53

11 NOTIFICATION OF DETAILS ....................................................................................................... 55

12 PLANNING ................................................................................................................................. 55

13 ENVIRONMENTAL LAW ............................................................................................................. 56

14 WORKS ON OR TO THE PREMISES ............................................................................................ 57

15 MANAGEMENT OF THE PREMISES ............................................................................................ 60

16 END OF THE TERM .................................................................................................................... 60

17 LANDLORD’S COVENANT .......................................................................................................... 61

18 INSURANCE ............................................................................................................................... 62

19 TITLE MATTERS ......................................................................................................................... 66

20 LAND REGISTRY APPLICATIONS ................................................................................................ 66

21 MAINTENANCE AND LIFECYCLE FUND ...................................................................................... 67

22 INDEMNITY ............................................................................................................................... 67

23 DEVELOPMENT OF THE ADJOINING PREMISES......................................................................... 69

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24 DEVELOPMENT AND USE OF THE RAILWAY PREMISES AND ASSETS ........................................ 70

25 NOTICES .................................................................................................................................... 71

26 ENFORCEMENT ......................................................................................................................... 72

27 DISPUTES .................................................................................................................................. 73

28 LANDLORD'S RENEWAL OPTION ............................................................................................... 75

29 EXECUTION ............................................................................................................................... 77

SCHEDULE 1 THE PREMISES ..................................................................................................................... 78

SCHEDULE 2 RIGHTS GRANTED ................................................................................................................ 79

SCHEDULE 3 RIGHTS EXCEPTED AND RESERVED TO LANDLORD ............................................................. 85

SCHEDULE 4 TITLE MATTERS ................................................................................................................... 89

SCHEDULE 5 EVENT OF INSOLVENCY ....................................................................................................... 90

SCHEDULE 6 OBLIGATIONS OF A GUARANTOR ....................................................................................... 92

SCHEDULE 7 RENTAL PROVISIONS – RENT SHARING ........................................................................ 97

SCHEDULE 8 ADO LEASES ...................................................................................................................... 111

SCHEDULE 9 MAINTENANCE AND LIFECYCLE FUND .............................................................................. 123

Legal02#62961158v1[KJM3] 4

LAND REGISTRY PARTICULARS

LR1. Date of lease

LR2. Title number(s)

LR2.1 Landlord’s title number(s) NGL770955

LR2.2 Other title numbers None

LR3. Parties to this Lease

Landlord

LONDON UNDERGROUND LIMITED (a company

incorporated in England and Wales under number

1900907) whose registered office is at Windsor House,

42-50 Victoria Street, London SW1H 0TL ("LUL")

Tenant ESSENTIAL LIVING (ARCHWAY) LIMITED a company

incorporated in Jersey with company number 112849

whose registered office is at 3rd Floor, 37 Esplandale, St

Helier, Jersey JE2 3QA

Tenant’s Guarantor None

LR4. Property In the case of a conflict between this clause and the

remainder of this Lease then, for the purposes of

registration, this clause shall prevail

The premises (referred to in this Lease as the Premises)

described in Schedule 1

LR5. Prescribed statements etc.

LR5.1 Statements prescribed under rules 179

(dispositions in favour of a charity), 180

(dispositions by a charity) or 196 (leases

under the Leasehold Reform, Housing

Not applicable

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and Urban Development Act 1993) of

the Land Registration Rules 2003

LR5.2 This lease is made under, or by

reference to, provisions of:

An Agreement dated 19 December 2014 made between

(1) London Underground Limited (2) Essential Living

(Archway) Limited as varied on 28 May 2015 between

(1) London Underground Limited (2) Essential Living

(Archway) Limited (referred to in this Lease as the

Development Agreement)

LR6. Term for which the Property is leased One hundred and fifty (150) years from the Term

Commencement Date

(This term is referred to in this Lease as the

"Contractual Term")

LR7. Premium None

LR8. Prohibitions or restrictions on disposing

of this Lease

This Lease contains a provision that prohibits or

restricts dispositions

LR9. Rights of acquisition etc.

LR9.1 Tenant’s contractual rights to renew

this Lease, to acquire the reversion or

another lease of the Property, or to

acquire an interest in other land

None

LR9.2 Tenant’s covenant to (or offer to)

surrender this Lease

None

LR9.3 Landlord’s contractual rights to acquire

this Lease

None

LR10. Restrictive covenants given in this

Lease by the Landlord in respect of land

other than the Property

Clause 17.3

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LR11. Easements

LR11.1 Easements granted by this Lease for the

benefit of the Property

The rights specified in clause 3.1 and Schedule 2

LR11.2 Easements granted or reserved by this

Lease over the Property for the benefit

of other property

The rights specified in clause 3.3 and Schedule 3

LR12. Estate rent charge burdening the

Property

None

LR13. Application for standard form of

restriction

The parties to this Lease apply to enter the following

standard form restriction against the title of the

Premises:

"No disposition of the registered estate by the

proprietor of the registered estate or by the proprietor

of any registered charge, not being a charge registered

before the entry of this restriction, is to be registered

without a certificate signed by a conveyancer that the

provisions of clause 8.1 and paragraph 3.6 of

Schedule 8 of the lease dated 2016

and made between (1) London Underground Limited

and (2) Essential Living (Archway) Limited have been

complied with or that they do not apply to the

disposition"

LR14. Declaration of trust where there is

more than one person comprising the

Tenant

Not applicable

THIS LEASE is made on the date set out in clause LR1 of the Land Registry Particulars

BETWEEN:

(1) the Landlord

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(2) the Tenant

OPERATIVE PROVISIONS

1 DEFINITIONS AND INTERPRETATION

1.1 In this Lease, the following words and expressions have the following meanings:

1925 Act the Law of Property Act 1925;

1927 Act the Landlord and Tenant Act 1927;

1954 Act the Landlord and Tenant Act 1954;

1986 Act the Insolvency Act 1986;

1994 Order the Insolvent Partnerships Order 1994;

1995 Act the Landlord and Tenant (Covenants) Act 1995;

1978 Lease the lease dated 3 May 1978 made between Eagle Star

Insurance Company Limited (1) and J. H. Custance Limited

and registered with leasehold title number NGL330269;

1978 Demised Premises the premises the subject of the 1978 Lease;

ACoP the Approved Code of Practice under the CDM Regulations;

Additional Rent has the meaning ascribed to it in Schedule 7;

Adjoining Development the anticipated development shown shaded yellow on Plan

4 on the Adjoining Premises of the approximate dimensions

of width and depth shown on Plan 4 and shall not exceed a

height of 85.8 metres AOD;

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Adjoining Premises any land or premises of the Landlord within Title Number

NGL770955 as at 19 December 2014 (excluding the

Premises and the Railway Assets and Premises);

Adverse Effect an adverse effect in any respect on the operation of the

Railway Undertaking or the Railway Assets and Premises (as

determined by the Engineer pursuant to clause 24);

AOD above Ordnance Datum;

ADO Lease has the meaning ascribed to it in Schedule 8;

ADO Lessee has the meaning ascribed to in Schedule 8;

ADO Notice has the meaning ascribed to in Schedule 8;

Arm's Length a transition or agreement with a person who is not a

connected person as defined in sections 1122 and 1123 of

the Corporation Tax Act 2010;

Authority any Secretary of State or other minister of the Crown,

government department or any European, public, local,

statutory or other authority (including the police and fire

brigade and any authority responsible for safety) having

functions, powers or rights which extend to the Premises

(or the TfL Land with regards to paragraph 8 in Schedule 2)

and/or their use and occupation and includes any person or

body acting under their authority;

Base Rate the base lending rate from time to time of HSBC Bank PLC

or such other clearing bank nominated by the Landlord at

any time or, If the clearing banks cease at any time to

publish a base lending rate, such comparable rate of

interest as the Landlord may reasonably determine;

Basic Rent has the meaning ascribed to it in Schedule 7;

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Calculation Date has the meaning ascribed to that term in Schedule 7;

CDM Regulations the Construction (Design and Management) Regulations

2007;

Conditions of Work the special conditions to secure compliance with the

Landlord’s safety, design, access and materials codes and

policies throughout the Term) for work or works for the

time being prescribed to ensure the operation of the

Railway Undertaking or the Railway Assets and Premises;

Conduits all conduits or other media, including all fixtures and

ancillary apparatus, used for or in connection with all or any

of:

(a) the supply of Utilities; and

(b) the Plant and Machinery,

excluding any conduits or other media belonging to an

Authority, statutory undertaker or other relevant body;

Contractual Term one hundred and fifty (150) years from the Term

Commencement Date;

CRC Scheme the UK CRC Energy Efficiency Scheme administered

pursuant to the CRC Energy Efficiency Scheme Order 2010;

Deed of Easement the deed of easement dated 5 February 2015 made

between (1) Transport for London and (2) London

Underground Limited relating to Archway Tower, London;

Default Rate four percent per annum above the Base Rate;

Disposition any transfer lease or other disposition within the meaning

given by section 205 of the Law of Property Act 1925 (or any

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agreement for such a disposition) and "Dispose of" has the

corresponding meaning;

Development Agreement an agreement dated 19 December 2014 made between (1)

London Underground Limited and (2) Essential Living

(Archway) Limited as varied on 28 May 2015 between (1)

London Underground Limited (2) Essential Living (Archway)

Limited;

Electromagnetic Disturbance any electromagnetic phenomenon which may degrade the

performance of equipment used in connection with the

Railway Undertaking or Railway Assets and Premises

including (without limitation):

(a) electromagnetic noise;

(b) any unwanted signal; or

(c) any change in the propagation of the electromagnetic

phenomenon itself;

Engineer the appropriately qualified engineer appointed or

employed by the Landlord at any time for the purposes of

providing professional engineering services to the Landlord;

Environmental Law all Legislation, treaties, common law, guides, notes, codes

of practice and decisions or formal requirements of any

Authority or non-statutory governmental authority which

at any time relate to the pollution or protection of the

environment or harm to or the protection of human health

and safety or the health of animals and plants;

Event of Insolvency one or more of the events of insolvency defined in Schedule

6;

Excluded Land the airspace:

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(a) 67.8 metres AOD above the land shown shaded

orange on Plan 4; and

(b) 85.8 metres AOD above the Adjoining Development;

Flat a flat or other residential unit in the Premises;

Guarantor any person who, for the time being, guarantees

performance of the Tenant's obligations;

Gross Revenue has the meaning ascribed to that term in Schedule 7;

Group Company in relation to any company any other company in the same

group of companies as that company within the meaning of

section 42 of the 1954 Act as amended by the Companies

Act 2006;

Hazardous Material any substance (whether in solid, liquid or gaseous form)

which is capable of causing harm to human health or to the

environment whether on its own or in combination with any

other substance;

Imputed Gross Revenue has the meaning ascribed to that term in Schedule 7;

Initial Development the "Development" as defined in and carried out pursuant

to and in accordance with the Development Agreement;

Indexed Linked in respect of the relevant sum or figure, such sum or figure

adjusted annually on the first day of each Year by applying

the following formula:

(A x C)/B where:

A = the relevant sum or figure as set out in this Lease but

not as previously Index Linked;

B = the UK RPI Index figure for July 2016; and

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C = the UK RPI Index figure for the month preceding the date

of calculation of the Index Linked sum or figure;

Insured Risks the risks covered by a commercial "all risks", or on a

Redevelopment, "all risks and works", property insurance

policy including:

(a) the risks of fire, subterranean fire, explosion,

lightning, storm, tempest, flood, aircraft and other

aerial devices or articles dropped from them,

earthquake, riot, civil commotion, labour and political

disturbances, malicious damage, terrorism, bursting

or overflowing of any tank, apparatus or pipes or the

escape of any substances from them, impact

(including by any road or rail vehicles), subsidence,

ground heave or landslip and accidental damage;

(b) third party claims;

(c) property owners liability;

(d) such other risks that the Landlord reasonably requires

from time to time;

but excluding any risks, including any of the risks set out

above, for which insurance is not available on reasonable

commercial terms on the London insurance market;

Landlord’s Costs all proper costs, charges, expenses and losses properly

incurred by the Landlord due to and arising from the

carrying out of any Works which shall include without

prejudice to the generality of the foregoing the Landlord’s

proper internal and professional costs;

Landlord’s Obligations the obligations covenants and conditions to be complied

with by the Landlord;

Legal02#62961158v1[KJM3] 13

Landlord’s Surveyor any person appointed by the Landlord from time to time as

its surveyor, including any surveyor employed by the

Landlord or any Group Company of the Landlord for this

purpose;

Legislation all Acts of Parliament and other public or local legislation

having legal effect in the United Kingdom together with:

(a) all secondary legislation made under that legislation

including statutory instruments, rules, order,

regulations, notices, directions, bye laws and

permissions for the time being made under or deriving

validity from any Act of Parliament or other public or

local legislation;

(b) any European directive or regulations and rules having

the force of law in the United Kingdom;

(c) any regulations, orders, bye-laws or codes of practice

of any local or statutory authority having jurisdiction

over works being carried out by the Tenant; and

(d) Railway Safety Principles and Guidance published by

the Office of Rail Regulation;

Liabilities liabilities, actions, claims, demands, proceedings, costs,

charges, expenses, damages and losses properly incurred;

Lights has the meaning given to in Schedule 1;

Load Bearing Structure any part of the Premises which comprises concrete steel or

other structures spanning or overhanging any part of the

Railway Assets and Premises or which are above or adjacent

to the Railway Assets and Premises and in any case provide

support to other parts of the Premises, including in each

case (if any) the waterproofing membrane and other

protective layer forming part of such structures and

providing waterproofing or other protection to the Railway

Legal02#62961158v1[KJM3] 14

Assets and Premises adjacent or beneath and all supporting

columns, beams, walls, piles, pile caps, other foundations

and fire protection cladding lying beneath and supporting

such structures buildings and other parts of the Premises

from time to time together with any items attached to such

structure from time to time;

LUL Standards the rules and regulations including codes of practice and

standards as specified from time to time by the Landlord

and which apply to:

(a) the railway generally; or

(b) matters of safety in respect of the Railway Assets and

Premises; or

(c) the operation of the Railway Undertaking and/or

operation, design or construction of any part of the

Railway Assets and Premises; or

(d) Works carried on, over or in the vicinity of the Railway

Assets and Premises,

and in the event of any inconsistency between different

rules, regulations, codes of practice or standards the

Landlord’s decision as to the hierarchy or application of

each shall be final and conclusive and it is acknowledged

that where the Tenant is obliged to comply with LUL

Standards in this Lease in relation to Relevant Works that

the Tenant is obliged to comply with the relevant version in

force at the date that the Landlord approves the Relevant

Works in accordance with clause 14 PROVIDED THAT the

Tenant carries out and completes the Relevant Works

within the timescale agreed between the Landlord and the

Tenant as part of the application and approval to carry out

the Relevant Works subject to a reasonable and proper

extension following the occurrence of a Relevant Event;

Legal02#62961158v1[KJM3] 15

Maintenance Works any Works and any inspection, cleaning or servicing that are

needed for the operation of the Railway Undertaking or the

Railway Assets and Premises whether on the Premises or

elsewhere;

Market Rate has the meaning ascribed to that term in Schedule 7;

Market Value has the meaning ascribed to that term in Schedule 8;

Mortgagee a bona fide third party which is not a Group Company of the

Tenant providing funding to the Tenant and whose

existence identity and address have been notified by the

Tenant to the Landlord in writing;

Non-Notifiable Works (a) any Works at or to the Premises from time to time

(including works relating to the internal fit out or

other alterations of a non-structural nature) which

do not affect the Loading Bearing Structure;

PROVIDED THAT such Works do not:

(i) cause Electromagnetic Disturbance;

(ii) require access to or across the Railway Assets

and Premises;

(iii) necessitate the closure of the Railway Assets

and Premises to the public or affect access

thereto;

(iv) affect any Plant and Machinery which relates

to or serves the Railway Assets and Premises;

(v) reduce or interfere with any support or

protection for the Railway Assets and

Premises; or

Legal02#62961158v1[KJM3] 16

(vi) involve lifting operation, oversailing of cranes,

loads, cradles or other equipment used in

connection with the Premises;

(b) the repair, maintenance, renewal and landscaping of

any non structural and/or any non load bearing part

of the Premises which is situated above the protective

layer to the waterproof membrane or other element

separating the Premises from any Railway Assets and

Premises beneath (including (but without limitation)

open areas, landscaping, roads, footpaths and the

internal non load bearing elements of any buildings on

the Premises) PROVIDED THAT such repair,

maintenance, renewal and landscaping will not

penetrate or otherwise interfere with the relevant

waterproof membrane, the protective layer above it

or any Load Bearing Structure,

PROVIDED FURTHER the methodology of carrying out the

works listed in paragraphs (a) and (b) above do not

adversely affect the operation of the Railway Undertaking

or the Railway Assets and Premises;

Notifiable Works any Works at or to the Premises including Relevant Works

but excluding Non-Notifiable Works;

Occupational Underlease has the meaning ascribed to it in Schedule 7;

Occupational Underlessee has the meaning ascribed to it in Schedule 7;

Operator the operator of the whole or any part of the Railway

Undertaking and/or the whole or any part of the Railway

Assets and Premises and/or any railway services operated

from or running through the Railway Assets and Premises

from time to time;

Ordnance Datum the mean level of the sea at Newlyn in Cornwall as

calculated from hourly reading of the sea level recorded on

Legal02#62961158v1[KJM3] 17

an automatic tide gauge from 1 May 1915 to 30 April 2011

as published by Ordnance Survey;

Particulars the particulars set out at the front of this Lease;

Payment Date has the meaning ascribed to it in Schedule 8;

Permitted Disposition the grant of:

(a) the Occupational Underlease;

(b) an Underlease under Schedule 7;

(c) an ADO Lease under Schedule 8;

(d) a lease for an electricity substation or gas governor

other than for a fine or a premium; or

(e) a lease for any plant room or rooms to an energy

supply company responsible for the provision of hot

water, electricity or other energy to the Premises

other than for a fine or a premium;

Permitted Use in respect of:

(a) the Premises any use within Class C3 of the Town and

Country Planning (Use Classes) Order 1987 (the "Use

Classes Order");

(b) the 1978 Demised Premises any use within Class A3 of

the Use Classes Order; and

(c) the ground floor of the Premises such other use for

which planning permission shall have been obtained

and as shall be approved by the Landlord (such

approval not to be unreasonably withheld or

delayed);

Legal02#62961158v1[KJM3] 18

Plan 1 the plan numbered MM-ACHWT-06 Rev A annexed to this

Lease;

Plan 2 the plan numbered MM-ACHWT-08 Rev C annexed to this

Lease;

Plan 3 the plan numbered MM-ACHWT-07 Rev B annexed to this

Lease;

Plan 4 the plan attached to this Lease labelled Plan 4;


Lease;


Lease;

Planning Acts the "Planning Acts" defined in section 336 Town and

Country Planning Act 1990 together with the Planning and

Compensation Act 1991 the Planning Act 2008 and any

other relevant Legislation relating to town and country

planning;

Plant and Machinery all or any of the following:

(a) fire alarm systems, sprinklers and other systems for

detecting or extinguishing fires;

(b) security alarms and other security systems including

CCTV equipment;

(c) systems for heating cooling and/or storing water;

(d) systems for providing ventilation;

(e) systems for heating or cooling air;

Legal02#62961158v1[KJM3] 19

(f) communication systems;

(g) passenger information systems;

(h) signalling systems;

(i) plant, apparatus, equipment and systems relating to

the provision and operation of lifts and/or escalators;

and

(j) any other machinery, plant or equipment;

Premises has the meaning referred to in paragraph LR4 of the

Particulars and the Premises are described in Schedule 1;

Proceeds of Sale has the meaning ascribed to it in Schedule 8;

Quarter Day 25 March, 24 June, 29 September and 25 December;

Railway Assets and Premises the whole or any part or parts of the railway infrastructure,

track, buildings, works, conducting media, lifts, escalators,

tunnels, structures, plant, apparatus and equipment and all

other things serving or used, controlled or enjoyed in

connection with the Railway Undertaking from time to time

including all those over, under, adjoining or near to the

Premises at any time;

Railway Undertaking the railway undertaking or network operated by LUL or any

successor to LUL’s function;

Redevelopment any demolition and/or redevelopment, reconstruction or

rebuilding of substantially the whole the Load Bearing

Structure or any part thereof save for Works carried out in

pursuance of the Tenant's repairing obligations here-under,

but does not include the Initial Development;

Reinstating Cost the full cost of reinstating the Premises and the means of

access to them following their complete destruction,

Legal02#62961158v1[KJM3] 20

including the costs of demolition, site clearance, shoring up,

planning fees, architects, legal and other professional fees,

the costs of complying with Legislation and taking into

account cover for the effect of inflation and escalation of

costs and fees, together with VAT on all such costs;

Relevant Event means any event or combination of events which under

the terms of a building contract for the Works shall entitle

the appointed building contractor to extension of time to

carry out works or any loss or damage by any one or more

of the risks insured against by the Tenant under this Lease

or required to be insured against by the building

contractor under the building contract or any other cause

or circumstances which cannot reasonably be avoided or

provided against by the Tenant;

Relevant Works any Works (save for Non-Notifiable Works) which,

themselves or in their execution, materially affect the Load

Bearing Structure or which may otherwise cause an Adverse

Effect;

Repairing Notice any notice served on the Tenant either:

(a) by the Landlord (following a breach of the Tenant's

Obligations); or

(b) by any Authority,

and in either case requiring repairs or other Works to the

Premises or pursuant to an obligation imposed on the

Tenant pursuant to this Lease, including any schedule of

dilapidations served on the Tenant by the Landlord;

Sales Overage has the meaning ascribed to it in Schedule 8;

Sales Overage Amount has the meaning ascribed to it in Schedule 8;

Legal02#62961158v1[KJM3] 21

Sales Proceeds has the meaning ascribed to it in Schedule 8;

Smoke Ducts the light wells and smoke ducts shown shaded pink on Plan

1 and Plan 2;

Standard Insurers substantial and reputable insurers having a business office

in the United Kingdom or through underwriters at Lloyds;

Standard Policy a policy of insurance placed with Standard Insurers that

would provide, subject to reasonable excesses, policy

exclusions and conditions of cover:

(a) insurance cover against the damage or destruction of

the Premises and the means of access to them by any

of the Insured Risks; and

(b) a waiver of all rights of subrogation that the insurers

may have against the Landlord or any lawful occupier;

Tenant's Guarantor is the third party named above (if any) or any other

subsequent guarantor approved by the Landlord pursuant

to this Lease;

Tenant’s Obligations the obligations, covenants and conditions to be complied

with by the Tenant;

Term the Contractual Term and any continuation of it;

Term Commencement Date the date hereof;

TfL Transport for London;

TfL Land the land shown shaded green and shaded red on Plan 5;

TfL Subsidiary a subsidiary of TfL whether wholly-owned or otherwise and

whether directly or indirectly owned;

Legal02#62961158v1[KJM3] 22

Title Matters the matters briefly described in Schedule 4;

Trigger Event has the meaning ascribed to it in Schedule 8;

UK RPI Index means the Retail Prices Index (RPI) All Items published by

the Office of National Statistics or, in the event that the

Office of National Statistics or a successor or alternative

department of Her Majesty’s Government ceases to publish

such statistics (or changes the method of calculating the

Retail Prices Index (RPI) All Items), such other measure of

inflation as the Landlord and Tenant may agree (both acting

reasonably);

Underlease has the meaning ascribed to it in Schedule 7;

Underlet has the meaning ascribed to it in Schedule 7;

Unilateral Undertaking the Unilateral Planning Obligation dated 3 February 2015

made under s.106 of the Town and Country Planning Act

1990 relating to the Premises between (1) Essential Living

(Archway) Limited (2) London Underground Limited and (3)

the Mayor and Burgesses of the London Borough of

Islington in respect of obligations to secure car free

development);

Utilities electricity, gas, water, air, telecommunications, surface

water and foul drainage and other similar services;

VAT Value Added Tax at the rate from time to time payable and

includes any successor or equivalent tax payable from time

to time;

VATA the Value Added Tax Act 1994 (as amended);

Waste any discarded, unwanted or surplus substance irrespective

of whether it is capable of being recycled or recovered or

Legal02#62961158v1[KJM3] 23

has any value (but excluding normal domestic or

commercial waste from occupiers of the Premises);

Working Days any day except Saturdays, Sundays and bank, public and

statutory holidays in England;

Works any works of inspection, cleansing, emptying, removal,

repair, maintenance, renewal, rebuilding, construction,

reconstruction (whether by reason of damage or

destruction caused by any of the Insured Risks or

otherwise), alteration, improvement, demolition,

completion or other works; and

Year has the meaning ascribed to it in Schedule 7.

1.2 Interpretation

In this Lease:

(a) the clause headings do not affect its interpretation;

(b) unless otherwise indicated, references to clauses and Schedules are to clauses of and

Schedules to this Lease. References in a Schedule to a Part or paragraph are to a Part or

paragraph of that Schedule and references in a Part of a Schedule to a paragraph are to a

paragraph of the Part;

(c) except in the case of the Town and Country Planning (Use Classes) Order 1987, references to

any Legislation include references to any subsequent legislation directly or indirectly

amending, consolidating, extending, replacing or re-enacting that Legislation;

(d) references to the Landlord includes the party whose interest is in immediate reversion to this

Lease and references to the Tenant include the party whose interest is in the residue of the

Term and, in the case of individuals, include their personal representatives;

(e) references to the Premises, the Railway Assets and Premises, the Adjoining Premises and the

Load Bearing Structure include any part of them unless specific reference is made to the whole

of them;

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(f) the Landlord’s obligations in this Lease do not bind the Landlord named in the Particulars after

it has disposed of its interest in the Premises and it will not be liable for any breach of the

Landlord’s obligations in this Lease arising after the date of that disposal;

(g) references to the date of assignment of this Lease mean the date of the deed of assignment or

transfer of this Lease and obligations given to the Landlord on an assignment of this Lease will

take effect from this date;

(h) the party whose interest is in immediate reversion to this Lease (the "Legal Landlord") may by

written notice to the Tenant from time to time confirm that the whole or some of the

Landlord’s rights and obligations have been delegated to TfL, a TfL Subsidiary and/or an

Operator and may direct the Tenant to deal with any such party as agent for the Legal Landlord

in relation to such right or obligation until future notice so that any such dealings by the Tenant

with such party shall be binding upon the Landlord and if such dealings were with the Landlord

itself but not so as to absolve the Legal Landlord from any obligation owed to the Tenant;

(i) references to the Landlord include a reference to any superior landlord in the following

circumstances:

(i) where there are rights reserved in favour of the Landlord;

(ii) where any matter under this Lease requires the consent or approval of the Landlord;

(iii) where notice has to be given to the Landlord under this Lease;

(iv) where there is a provision for the repayment of any costs and expenses incurred by

the Landlord, including Landlord’s Costs; and

(v) where there is an indemnity in favour of the Landlord;

(j) references to the end of the Term include the determination of the Term before the end of the

Contractual Term;

(k) references to consent or approval not to be unreasonably withheld shall be deemed to include

an obligation not to unreasonably delay giving such consent or approval but no requirement

for the Landlord to act reasonably or not to unreasonably withhold a consent acceptance or

approval, nor any stipulation that a conclusion or decision by the Landlord is to be reached on

a reasonable basis, shall diminish the Landlord having absolute discretion:

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(i) in relation to matters relating to safety; and/or

(ii) where the Landlord has to comply with a statutory obligation; and/or

(iii) where the relevant matter relates to the operation of the Railway Undertaking or the

Railway Assets and Premises; and/or

(iv) where such matter may result in an Adverse Effect,

PROVIDED THAT the Landlord shall exercise such discretion in a proper manner and in the

exercise of its statutory function as referred to in the Greater London Authority Act 1999;

(l) the words “operation of” shall:

(i) where used generally be deemed to be preceded by the words “safe, efficient and

economic”; and

(ii) where used in relation to the Railway Assets and Premises, be deemed to mean the

“safe, efficient and economic operation and maintenance of”;

(m) reference to “safe” or “safety” shall be deemed to include the safety of staff, passengers and

visitors on and around the Railway Assets and Premises and members of the public generally;

(n) references to receipt of any monies comprising Gross Revenue shall be deemed to refer to

receipt of such monies by way of payment of cleared funds;

(o) any obligation not to do an act or thing shall be deemed to include an obligation not to permit

or allow that act or thing to be done by any other person;

(p) unless expressly provided to the contrary, the Tenant’s Obligations are to be complied with at

the Tenant’s own expense and the Landlord's Obligations are to be complied with at the

Landlord's own expense;

(q) where the consent of the Landlord is required for any assignment, underletting, change of use

or alterations, that consent may be given only by the completion of a licence executed as a

deed containing the terms of the consent agreed between the parties unless the Landlord

expressly elects in writing to waive this requirement;

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(r) "including" means "including, without limitation";

(s) "indemnify" means to indemnify against all Liabilities;

(t) an obligation to pay a fair, proper or reasonable proportion includes an obligation, where

reasonable, to pay the whole;

(u) where two or more people form a party to this Lease, the obligations they undertake may be

enforced against them all jointly or against each of them individually;

(v) if any provision is held to be illegal, invalid or unenforceable, the legality, validity and

enforceability of the remainder of this Lease is to be unaffected;

(w) "knowingly" includes where the relevant party ought reasonably to know; and

(x) references to 'this Lease' shall include reference to the Schedules.

1.3 Particulars

The Particulars form part of this Lease and words and expressions set out in the Particulars are to be

treated as defined terms in this Lease.

1.4 Contracts (Rights of Third Parties) Act 1999

The parties to this Lease do not intend that any of its terms will be enforceable by virtue of the Contracts

(Rights of Third Parties) Act 1999 by any person not a party to it (other than the provision of clause 2.5

which are intended to be enforceable by an AOD Lessee).

1.5 Landlord and Tenant (Covenants) Act 1995

This Lease is a "new tenancy" for the purposes of section 1 of the 1995 Act.

1.6 Paramount Issues

(a) The Tenant acknowledges that matters or concerns of the operation of the Railway

Undertaking or the Railway Assets and Premises are paramount and that the Landlord’s rights

as a consequence may override other express or implied provisions of this Lease where such

matters or concerns should or may result in an Adverse Effect (but not further or otherwise).

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(b) Notwithstanding anything else contained in this Lease, the Tenant agrees and accepts that, in

the event of any conflict between any Works carried out by the Tenant under the terms of this

Lease and the operation of the Railway Undertaking or Railway Assets and Premises including

but without prejudice to the generality of the foregoing:

(i) the programming or timing of the whole or any part of any Works carried out by the

Tenant;

(ii) the possession of or access to any part of the Railway Assets and Premises; and

(iii) the design or method of carrying out of the whole or any part of any Works by the

Tenant,

the proper requirements of the Landlord and the Engineer shall prevail and, in relation to any

question as to whether anything to be done in connection with the Works being carried out by

the Tenant may affect operation of the Railway Undertaking or the Railway Assets and

Premises, the decision of the Landlord acting properly shall be final.

(c) The Landlord shall not be liable to the Tenant for any costs or expenses incurred by or any loss

or damage or other liability suffered by the Tenant as a result of a decision properly given by

the Landlord pursuant to this Lease after due consideration on any question relating to the

operation of the Railway Undertaking or the Railway Assets and Premises notwithstanding that

such decision may result in the Tenant being unable to proceed with the whole or any part of

its Works or being delayed in the carrying out of any Works or incurring additional expenses or

liability as a result of the decision.

(d) In relation to all matters that arise (or which the Landlord anticipates may arise) in relation to

a conflict between the operation of the Railway Undertaking or the Railway Assets and

Premises and the other provisions of this Lease the Landlord shall keep the Tenant fully

informed and alert the Tenant of the actual or possible conflict and to the extent reasonably

possible both parties shall use reasonable endeavours to agree an alternative approach so as

to avoid or minimise any conflict between the operation of the Railway Undertaking or the

Railway Assets and Premises and the Works to be carried out by the Tenant.

1.7 Variation to allow implementation of a Permitted Use

If:

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(a) the Tenant obtains planning permission to use the Premises for a use other than within Classes

A3 and/or C3 of the Town and Country Planning Use Classes Order (1987) ("the Additional

Use"); and

(b) the Landlord approves the Additional Use (such approval not to be unreasonably withheld or

delayed),

then the Tenant shall prepare a deed of variation for this Lease to vary:

(i) any provisions of this Lease which prohibit the use of the Premises for the Additional

Use so as to permit such Permitted Use to be implemented; and

(ii) Schedule 7 so that the Landlord receives rent which is no less than the rent which it

would have received if the residential use of the Premises was continued,

for the Landlord's approval (such approval not to be unreasonably withheld or delayed) and once

agreed the parties shall enter into such deed of variation.

2 LETTING, TERM AND TERMINATION

2.1 Creation of the Term

In consideration of the Sales Overage, payable in accordance with and at the times specified in

Schedule 8 of this Lease, the Landlord with full title guarantee lets the Premises to the Tenant for the

Contractual Term reserving the Basic Rent and the Additional Rent.

2.2 Quiet Enjoyment

The Landlord covenants with the Tenant that the Tenant may quietly enjoy the Premises throughout

the Term without any interruption by the Landlord or anyone lawfully claiming under or in trust for the

Landlord.

2.3 Right of re-entry to end this Lease

The Landlord may enter on to the whole or any part of the Premises and by so doing forfeit this Lease

if:

(a) the whole or any part of the Basic Rent and/or Additional Rent or any other sums due under

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this Lease remain unpaid more than twenty eight (28) days after the due date for payment, in

the case of the Basic Rent whether or not formally demanded but in the case of all other sums,

following formal demand in writing unless the matter is the subject of a bona fide dispute; or

(b) the Tenant is in material breach of any of the Tenant’s Obligations,

and the Tenant or any Mortgagee in the case of breaches described in:

(i) clause 2.3(a) does not make the payment within twenty (20) Working Days of receipt

of written notice from the Landlord; or

(ii) clause 2.3(b) does not begin to diligently to remedy that breach within two (2) months

(or such longer period as is reasonable having regard to the nature of the breach) of

receipt of notice from the Landlord or immediately in the case of an emergency and

does not thereafter proceed expeditiously and diligently to remedy the breach within

a reasonable period of time (bearing in mind the nature of the breach) to be specified

in the notice, to the reasonable satisfaction of the Landlord.

2.4 Step-In Rights

(a) In the event of the Tenant having mortgaged or charged the benefit of this Lease to a

Mortgagee (and the Tenant has notified the Landlord of the identity and address of the

Mortgagee), the Landlord (the "Terminating Party") shall not exercise, or seek to exercise, any

right to forfeit this Lease for any reason without giving the Mortgagee at least sixty (60)

Working Days' notice of its intention to do so (except in the case of an emergency when this

clause 2.4 shall not apply). Any such notice shall specify the grounds for the Landlord's

proposed termination or discontinuance.

(b) The Landlord's rights to forfeit this Lease shall cease if, within the period referred to in

clause 2.4(a), the Mortgagee gives notice to the Landlord and the Tenant:

(i) requiring the Landlord not to terminate this Lease; and

(ii) acknowledging that the Mortgagee or its nominee (which nominee shall satisfy the

criteria of an assignee under clause 9) will assume the Tenant's Obligations under this

Lease; or

(iii) the breach has been rectified.

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(c) If the Mortgagee serves notice on the Landlord and the Tenant under clause 2.4(b), then, from

the date that the Mortgagee (or its nominee) enters into a deed of covenant with the Landlord

covenanting to comply with terms of this Lease (such deed in a form agreed between the

Landlord and the Mortgagee (or its nominee) both acting reasonably and without delay), this

Lease shall continue in full force and effect, as it if had been entered into between the Landlord

and the Mortgagee (or its nominee as applicable), to the exclusion of the Tenant.

(d) The Landlord may exercise any right to forfeit this Lease after the expiry of the notice period

referred to in clause 2.4(b), unless the deed of covenant has been provided by the Mortgagee

(or its nominee) in accordance with clause 2.4(c).

2.5 Forfeiture of Lease and Undertenants

If this Lease is forfeited and within two (2) months of the forfeiture any ADO Lessees of an ADO Lease

granted prior to the date of forfeiture serves on the Landlord a written request under this clause:

(a) the Landlord shall within twenty five (25) Working Days of receiving that request grant to the

ADO Lessee a new lease of the premises the subject of the ADO Lease on the same terms as

the ADO Lease but:

(i) for a term beginning on the date of the forfeiture and continuing for the residue of

the term of the ADO Lease;

(ii) without payment of a premium;

(iii) at an initial rent equal to the rent (if any) reserved by the ADO Lease immediately

before this Lease was forfeited; and

(iv) subject to any sub-underlease or other derivative interest affecting the premises

demised by the ADO Lease immediately before the forfeiture and to the right of the

Tenant or any other person to have this Lease vested in it by the court on whatever

terms the court may order;

(b) the ADO Lessee shall execute and deliver to the Landlord a counterpart of the new lease and

pay to the Landlord on demand all reasonable and proper legal and other costs, disbursements

and any value added tax on them reasonably and properly incurred by the Landlord in

connection with the preparation and execution of the new lease.

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2.6 Effect of this Lease coming to an end

(a) When this Lease ends it will be without prejudice to any outstanding claims by any party

against any other party or any obligation on the Tenant or any party to pay any sums of money

due up to the date that this Lease ends, whether or not those sums have been demanded.

(b) If an Event of Insolvency occurs during the carrying out of a Redevelopment:

(i) the Landlord may enforce any terms of any warranties and/or appointments with

contractors and/or subcontractors in relation to the Redevelopment (the

"Contractors") to carry out any parts of the Redevelopment required, in the

Landlord’s opinion, to ensure the operation of the Railway Undertaking and/or

Adjoining Premises and/or Railway Assets and Premises are not subject to an Adverse

Effect and may recover the cost of the same as a debt from the Tenant;

(ii) the Tenant is to permit the Landlord, the Contractors and their respective agents and

employees to enter and remain on the Premises with or without plant, equipment,

machinery, workmen and materials in order to enable the Landlord to exercise its

rights under clause 2.4(b)(i)(i).

(c) If this Lease is forfeited pursuant to clause 2.3 during the carrying out of a Redevelopment, the

Landlord may enforce any terms of any warranties and/or appointments with Contractors to

carry out and complete the Redevelopment.

(d) If, in connection with any Redevelopment, the Tenant has commenced Redevelopment Works

and thereafter ceases such Works, and if as a result thereof the operation of the Railway

Undertaking and/or Railway Assets and Premises may be adversely affected, and the Tenant

has been given reasonable prior notice having regard to the circumstances then prevailing

requesting it to carry out Works to address such affect and it has failed to do so within the time

period specified, the Landlord may at its option carry out such Works itself and instruct, or

permit to be instructed one or more Contractors to carry out such Works, at the Tenant’s

proper cost.

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3 RIGHTS, RESERVATIONS AND OTHER MATTERS

3.1 Rights Granted

The Premises are let together with the rights set out in Schedule 2 which the Landlord grants to the

Tenant:

(a) with full title guarantee so far as the Landlord is able to grant them;

(b) for use in common with the Landlord and any other person using them with the express or

implied authority of the Landlord unless the rights are expressed to be exclusive rights for the

Tenant;

(c) for the benefit of the Tenant and any other person using them with the express or implied

authority of the Tenant including its employees, agents, permitted undertenants, any other

permitted occupier of the Premises and any other person under its or their control; and

(d) subject to the right of the Landlord to bring to an end, suspend or vary the rights in

circumstances where necessary for the operation of the Railway Undertaking and/or Railway

Assets and Premises PROVIDED THAT reasonable alternative rights necessary which are no less

convenient or commodious for the use and enjoyment of the Premises are granted to the

Tenant in the place of those which have been brought to an end, suspended or varied it being

acknowledged that nothing in this clause shall entitle the Landlord to prevent (whether

temporarily or permanently) occupation of the whole or any part of the Premises otherwise

than in cases of an emergency evacuation on grounds of safety.

3.2 Exercise of Rights Granted

The rights granted in clause 3.1 are subject to the Tenant and any other person exercising the rights

with the express or implied authority of the Tenant ensuring that as little nuisance, damage, disturbance

or interference as reasonably practicable is caused to the Landlord and the tenants or occupiers and

users of any Adjoining Premises, the TfL Land and the Railway Assets and Premises in the exercise of

the rights and also (where relevant) subject to the Tenant making good, at its own cost, any physical

damage caused in the exercise of the rights to any Adjoining Premises, TfL Land and the Railway Assets

and Premises as soon as practicable to the reasonable satisfaction of the Landlord or, (in the case of

the Railway Assets and Premises) at the Landlord’s written election, payment by the Tenant of the

Landlord’s Costs in making good any such damage. The Tenant acknowledges that in exercising these

rights the operation of the Railway Undertaking and/or Railway Assets and Premises is paramount.

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3.3 Rights Reserved

The rights set out in Schedule 3 are reserved out of the letting for the benefit of the Landlord and any

other person having express or implied authority from the Landlord to benefit from them, including the

Landlord’s staff and anyone responsible for the carrying out of the Maintenance Works and/or the

operation of the Railway Undertaking or the Railway Assets and Premises. The Tenant is to permit the

exercise of these rights and is not to obstruct or prevent these rights being exercised in accordance with

the terms of this Lease.

3.4 Exercise of Rights Reserved

When exercising the rights reserved in clause 3.3 the Landlord and any other person exercising the

rights with the express or implied authority of the Landlord shall comply with the conditions and

requirements set out in clauses 5.3, 5.6 and Schedule 3 and the Landlord shall not be liable for any

consequential, economic or other losses or liabilities arising from any damage caused by it or for loss

or disturbance, interference, nuisance, annoyance or inconvenience to the owners or occupiers of the

time being of the Premises if the Landlord exercises a right of access to the Premises because of a breach

or non-performance of any of the Tenant’s Obligations or to protect the Railway Undertaking or Railway

Assets and Premises.

3.5 Title Matters

The Premises are let subject to and with the benefit of the Title Matters so far as they are still subsisting,

capable of taking effect and affect the Premises.

3.6 Third Party Rights

The Premises are let subject to all rights of light and air and all other legal or equitable easements and

rights belonging to or enjoyed by any other property.

3.7 Exclusion of Implied Rights

This Lease does not confer upon the Tenant any rights or privileges over any other property except as

expressly set out in this Lease and any rights implied by section 62 of the 1925 Act or the rule in

Wheeldon v Burrows are expressly excluded.

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3.8 Protection of rights and of the Property

(a) The Tenant is not:

(i) to do or omit to do anything which might result in the loss of any right or easement

enjoyed by the Premises;

(ii) to give any third party any acknowledgement that the third party enjoys the access of

light to any window or opening in any adjoining or neighbouring building; or

(iii) to do or omit to do anything which results or might result in the creation of any new

rights wayleaves or easements over the Premises and, if it becomes aware of any

which are being created, the Tenant:

(A) is to notify the Landlord in writing; and

(B) is, at its own cost, to take any action which the Landlord reasonably requires

to prevent the creation of new rights wayleaves and easements over the

Premises.

(b) The Tenant is to notify the Landlord in writing if it becomes aware of any third party challenge

to the Premises or the Landlord’s entitlement to the benefit of any covenant, right or condition

contained or referred to in the Title Matters and shall not do anything which might support

such challenge.

3.9 Landlord’s rights

Nothing in this Lease is to limit or affect the right of the Landlord:

(a) to deal with the Railway Assets and Premises as it thinks fit and to permit the owner or occupier

of the Railway Assets and Premises to deal with it as they think fit; and

(b) to deal with the Adjoining Premises (save for the Excluded Land) as it thinks fit and to permit

the owner or occupier of the Adjoining Premises (save for the Excluded Land) to deal with it as

they think fit.

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4 RENTS AND OTHER SUMS PAYABLE

4.1 Obligation to pay Rent and Sales Overage

The Tenant is to pay the following sums by way of rent to the Landlord during the Term without making

any legal or equitable set-off, counterclaim or deduction unless required to do so by law:

(a) the Basic Rent and the Additional Rent at the times and in the manner provided in Schedule 7;

(b) the Sales Overage at the times and in the manner provided in Schedule 8; and

(c) any other sums payable by the Tenant under the terms of this Lease, such sums to be payable

within twenty-eight (28) Working Days of written demand.

4.2 Value Added Tax

(a) The rents and any other sums payable under this Lease are exclusive of any VAT chargeable in

respect thereof.

(b) Subject to clause 4.2(d), where pursuant to the terms of this Lease, a party (for the purposes

of this clause 4 the "Supplier") makes or is deemed to make a supply to another party (for the

purpose of this clause 4, the "Recipient") for VAT purposes and VAT is or becomes chargeable

on such supply, the Recipient shall subject to receipt of a valid VAT invoice addressed to the

Recipient, in addition to and at the same time as any other consideration payable for such

supply, pay to the Supplier a sum equal to the amount of such VAT. The Supplier shall provide

to the Recipient an appropriate VAT invoice in respect of such supply together with (if

applicable) evidence reasonably satisfactory to the Recipient of any relevant option to tax or

real estate election which has effect under Schedule 10 to the VATA in relation to the relevant

supply, including copies of such option to tax or real estate election and of the notification of

such option or election submitted to HM Revenue & Customs in accordance with Schedule 10

to the VATA and of any acknowledgement received from HM Revenue & Customs.

(c) Where, pursuant to the terms of this Lease, a party (for the purposes of this clause 4, the

"Payer") is required to pay, repay, reimburse or indemnify another party (for the purpose of

this clause 4, the "Payee") for any cost, fee, charge, disbursement or expense (or any

proportion of it) incurred by the Payee, the Payer shall also pay, repay, reimburse or indemnify

(as the case may be) the Payee for any part of such costs, fee, charge, disbursement or expense

(or proportion of it) which represents VAT, save to the extent that the Payee reasonably

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determines that it is entitled to recover (whether by way of credit, repayment or otherwise)

such VAT from HM Revenue & Customs.

(d) The parties recognise that the arrangements described in this Lease may include the provision

and receipt of supplies of goods and/or services as non-monetary consideration on which it

will be necessary to put a value for VAT accounting purposes. In such event, each party agrees

they will work together in order to do that so as to be able to exchange the appropriate VAT

invoices in respect of those supplies by the time at which the relevant supply is payable. Where

VAT invoices are exchanged but they are not for identical amounts, the amount payable in

respect of VAT by each party to the other will be offset against one another and payment of

the appropriate balancing amount will be made to the other party by the party issuing the

lower value invoice.

(e) For the purposes of this clause 4, the expressions "supply" and "VAT invoice" shall bear the

same meanings given to them in the VATA. References in this Lease to any person, or any right,

entitlement or obligation of any person under the laws relating to VAT, shall (where

appropriate and unless the context otherwise requires) be construed, at any time when such

person is treated as a member of a group for the purposes of VAT, to include a reference to

the representative member, or to the right, entitlement or obligation under such laws of the

representative member, of that group at such time (the term "representative member" to be

construed in accordance with the relevant legislation in the VATA).

4.3 Withholdings

All sums payable to the Landlord under this Lease or for any breach of any warranty under this Lease

shall be paid free and clear of all deductions or withholdings whatsoever, save only as provided in this

Lease or as required by law.

4.4 Interest on Late Payment

If the Tenant does not pay the rents or other sums due to the Landlord under this Lease, whether or

not reserved as rent, and including in each case any VAT payable thereon within twenty-eight (28) days

of the due date for payment the Tenant is to pay interest on those sums, both after as well as before

judgment, at the Default Rate for the period from and including the due date for payment to and

including the date of actual payment.

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4.5 Non Acceptance of Rent

If the Landlord reasonably believes that there is a material breach of the Tenant’s Obligations and does

not demand or accept payment of the rents or any other sums due under this Lease, the Tenant is to

pay interest on those sums on the basis set out in clause 4.4 for the period from and including the date

on which they were due to and including the date on which the Landlord accepts payment of them.

This interest will be payable to the Landlord within 5 (five) Working Days of demand.

4.6 Payment of Outgoings

The Tenant is to pay on demand all existing and future taxes, rates, charges, assessments and outgoings

charged, imposed or levied whether on a one-off, periodic or an irregular basis and whether or not in

the nature of capital or income payments ("Outgoings") in relation to the Premises or the owners or

occupiers of them and a proper proportion (to be determined by the Landlord or the Landlord’s

Surveyor acting reasonably) of any Outgoings assessed in relation to the Premises and any Adjoining

Premises and/or Railway Assets and Premises. The provisions of this clause do not apply to any

Outgoings arising from:

(a) any dealing by the Landlord with its interest in the Premises, the Railway Assets and Premises

and/or any Adjoining Premises; or

(b) any tax (other than VAT) payable by the Landlord on the Basic Rent, Additional Rent, Sales

Overage or any other sums payable to the Landlord under this Lease.

4.7 Utility Costs

The Tenant is to pay direct to the suppliers of the Utilities all costs payable in respect of Utilities

provided to the Premises (including standing charges and taxes payable on Utility costs).

4.8 Landlord’s Costs

(a) The Tenant is to pay to the Landlord as additional rent within twenty eight (28) days of written

demand the Landlord’s proper and (in the case of sub-clauses (ii) and (v)) reasonable costs and

expenses properly incurred arising from:

(i) the preparation and service of any notice and the taking of any proceedings by or on

behalf of the Landlord under sections 146 or 147 of the 1925 Act or under the

Leasehold Property (Repairs) Act 1938, whether or not forfeiture is avoided by an

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order of the court;

(ii) any application made by the Tenant for the Landlord’s consent or approval to any

matter under this Lease whether or not:

(A) consent or approval is given unless the court determines that the Landlord

has unreasonably or unlawfully withheld that consent or approval in

circumstances where it is not entitled to do so; or

(B) the application is withdrawn;

(iii) the preparation and service of any notice or schedule of dilapidations during or within

six (6) months after the end of the Term;

(iv) abating any nuisance on the Premises caused by the act, default or negligence of the

Tenant;

(v) the inspection and, if required, approval by the Landlord, the Engineer or the

Landlord’s Surveyor of any alterations, additions or improvements to the Premises

and (if applicable) their subsequent reinstatement at the end of the Term; and

(vi) the preparation and service by the Landlord of any notice under section 17 of the 1995

Act; and

(vii) verifying, where reasonable, compliance with and enforcing or making good any

breach of the Tenant’s Obligations, including the recovery of arrears of the Basic Rent

or Additional Rent or any other sums due to the Landlord under this Lease, whether

by distress or by any other means.

(b) Where the Tenant must pay the Landlord's Costs and those costs payable pursuant to clause

4.8(a) the following provisions shall apply:

(i) Landlord's Costs which are charged in respect of its own employees shall not be more

than would normally be charged by the Landlord to third parties in respect of such

matters;

(ii) Landlord's Costs will be invoiced to the Tenant within two (2) months of the relevant

costs being incurred and each such invoice will be accompanied by a statement giving

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reasonable details of the items charged, the calculation of the charges and copies of

all relevant invoices or valuations; and

(iii) invoices in respect of the Landlord's Costs will be due for payment twenty eight (28)

days after such invoices are submitted and if not paid within seven (7) days of such

due date, any unpaid amounts will bear interest at the Default Rate from the date of

the invoice or demand until the date of actual payment.

5 REPAIR, MAINTENANCE AND PROTECTION OF RAILWAY AND RAILWAY PREMISES

5.1 Tenant’s General Repair and Maintenance Obligations

The Tenant is to:

(a) keep the buildings and structures on the Premises, together with all Conduits exclusively

serving the Premises, in good and substantial repair and condition which shall include repairing

any inherent or latent defects save for those of a minor nature which do not affect the

operation of the Railway Undertaking or the Railway Assets and Premises;

(b) keep the service area at ground level and hoist staircase service corridor below ground level

(shown edged blue on Plan 1) and hoist and connected equipment and lighting within the area

shown edged blue on Plan 1 in good and sufficient repair and to keep the exterior of the said

service area and the door from the escape stairs within the said area edged blue in good and

sufficient repair and to keep free and uninterrupted access at all times to the right of way at

paragraph 3 of Schedule 2 and to ensure that the said right of way is kept free from any

obstructions;

(c) keep all unbuilt parts of the Premises clean and tidy and secure with any landscaped areas

being kept well-tended and planted and any parking spaces, roads, pavements and service

areas properly surfaced;

(d) clean internal and external surfaces and all windows and glazed doors within the buildings and

structures on the Premises as often as reasonably necessary and in any event at least once

every twelve (12) months;

(e) redecorate such external parts of the buildings or structures on the Premises as are suitable

for redecoration as often as may be reasonably necessary;

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(f) to keep the land cross hatched orange on Plan 2 clean and tidy and clear of rubbish and free

from weeds to the reasonable satisfaction of the Landlord (acting reasonably);

(g) keep the Smoke Ducts in good and substantial repair and condition;

(h) without prejudice to the foregoing provisions of this clause 5.1 to provide support shelter and

protection by the Premises for the Railway Assets and Premises from such parts of the

Premises as are designed to or in fact do provide support shelter and protection to such

Railway Assets and Premises (if any) at all times and ensure that the Railway Assets and

Premises are protected (insofar as such protection arises from any building constructed on the

Premises by the Tenant) from the ingress of water and at all times to take such steps as are

reasonable and proper in respect of the state and condition of the Premises to ensure that the

Railway Assets and Premises and all persons using the Railway Assets and Premises are fully

and properly safeguarded and in so doing (if applicable) to comply with the LUL Standards and

Conditions of Work and to procure that any person deriving title under it observes and

performs the provisions contained in this clause; and

(i) not to do or permit anything to be done on the Premises which will damage or weaken the

Load Bearing Structure or otherwise forming part of the Premises and protecting the Railway


5.2 Standard of Repairs and Redecoration

All repairs and redecoration to the Premises are to be carried out in a good and workmanlike manner

with good and proper materials in accordance with good building practice and in accordance with the

requirements of all Legislation affecting the repairs or the means by which they are carried out,

including the CDM Regulations, Conditions of Work and LUL Standards (where applicable).

5.3 Landlord’s Entry

Subject to clause 5.6 the Tenant is to permit the Landlord with or without workmen and all necessary

plant, equipment, tools, appliances and materials to enter upon those parts of the Premises (save for

the Flats and the 1978 Premises, unless in an emergency) as are necessary and remain upon the

Premises (save for the Flats and the 1978 Premises, unless in an emergency) for such period as shall be

necessary:

(a) to view the state of repair and condition of the Load Bearing Structure or other elements of

the Premises which could have an Adverse Effect;

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(b) to carry out investigations on written notice to the Tenant (except in the case of an emergency

when no notice shall be required);

(c) to take a schedule of any dilapidations;

(d) to remove any obstruction to access to and/or egress from the Railway Assets and Premises;

(e) to ascertain whether anything has been done which constitutes a breach or non-performance

of any of the Tenant’s Obligations;

(f) to exercise any of the rights excepted and reserved to the Landlord by this Lease; and

(g) (if the Landlord considers that the operation of the Railway Undertaking or the Railway Assets

and Premises is or may be endangered or that access to the Railway Assets and Premises is or

may be impeded) to carry out any Works that the Landlord properly considers necessary,

including the carrying out of any Works in respect of which the Tenant is in default, whether

as referred to in clauses 5 or 6 or otherwise.

5.4 Repairing Notice

(a) The Landlord may only serve a Repairing Notice where a breach of the Tenant obligations to

repair under this Lease:

(i) would or may cause an Adverse Effect; or

(ii) would otherwise cause a liability or potential liability for the Landlord to any third

party.

(b) Following the service of a Repairing Notice:

(i) the Tenant is to commence to carry out any repair or other works required by the

Repairing Notice immediately in the case of an emergency or threat to safety and

otherwise within the period specified in the notice or, if no period is specified, within

a reasonable period after the receipt of the Repairing Notice such reasonable period

in either case to be reasonable bearing in mind the nature of the works and thereafter

to diligently and promptly complete the repair or other Works as soon as reasonably

practicable; and

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(ii) where the Repairing Notice is served on the Tenant by any person other than the

Landlord or the Landlord’s Surveyor, the Tenant is to provide a copy of the Repairing

Notice to the Landlord as soon as reasonably practicable after its receipt by the

Tenant.

5.5 Compliance with Repairing Notice

If the Tenant does not comply with the Repairing Notice within the period referred to in clause 5.4 (save

in the case of emergency) the Landlord may serve a further written notice ("Warning Notice") on the

Tenant specifying the breach and setting out the repairs and/or works that the Tenant is required to do

in order to remedy the breach and specifying a reasonable date by which the Tenant must commence

to remedy the same and if the Tenant does not commence the repairs and/or works required by such

date then:

(a) the Tenant is to permit the Landlord to enter and remain upon the Premises with or without

workmen, plant and materials for so long as is reasonably necessary to carry out the repairs or

other works properly required by the Warning Notice; and

(b) the proper costs incurred by the Landlord (as evidenced by copies of all relevant invoices,

receipts and quantity surveyor valuations as appropriate) in carrying out the repairs or other

works properly required by the Warning Notice are to be paid by the Tenant to the Landlord

within twenty eight (28) days of written demand as a debt and not as rent together with

interest on those costs at the Default Rate calculated from and including the date on which

payment is due to and including the date on which they are paid.

5.6 Conditions of Rights of Entry

The conditions set out in paragraph 4.1 of Schedule 3 shall apply to the entry to the Premises by the

Landlord where applicable.

5.7 Defective Premises

In respect of any defects in the Premises which might give rise to a duty or liability on the part of the

Landlord under the Defective Premises Act 1972, any other statutory provision or common law, the

Tenant is to:

(a) give prompt notice in writing to the Landlord of the defects as soon as it becomes aware of

them;

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(b) display on the Premises any notice which the Landlord may reasonably require in respect of

such defects; and

(c) take any other action which the Landlord may properly and reasonably require to discharge

any duty or liability which may be imposed on the Landlord in respect of those defects.

5.8 No Overloading

The Tenant is:

(a) not to suspend any loads from the ceilings or other fabric of any buildings or structures on the

Premises nor to load or to use the floors or structure of the Premises or any buildings or

structures on them in any manner which will in any way impose a weight or strain in excess of

that which the Load Bearing Structure can safely carry from time to time with due margin for

safety and if, the Tenant is in breach of its obligations in this clause, to remove such load as

soon as practicable or immediately in case of danger or threat to safety and (if any part of the

Railway Undertaking or Railway Assets and Premises shall be endangered or impaired as a

result) in accordance with the proper directions of the Engineer and any relevant LUL

Standards; and

(b) not to overload the Premises.

5.9 Dangerous Things

The Tenant is not to bring on to, place or keep on such parts of the Premises as shall be adjacent to or

on the edge of the Railway Assets and Premises or the means of access to or egress from it anything of

a dangerous, combustible, flammable, radioactive or explosive nature or which would be likely to

increase the risk of fire or explosion other than in quantities reasonably required for the use of the

Premises and then only in accordance with the requirements of the Landlord and the requirements of

the fire authorities and any manufacturers’ or trade safety recommendations.

5.10 Protection of Adjoining Premises and Railway Assets and Premises

Not to do or permit anything which may adversely affect or injure or overload the Railway Assets and

Premises or interfere with, impede, disrupt or delay the operation of the Railway Undertaking or the

Railway Assets and Premises nor the accesses to or egresses from the Railway Assets and Premises.

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5.11 Non-Interference

The Tenant is:

(a) not to build any structures (whether temporary or permanent) which would obstruct any

access to or egress from the Railway Assets and Premises or obstruct the operation of the

Railway Undertaking or the Railway Assets and Premises;

(b) not to fix or fasten any lights or signs which may interfere with or be confused with any safety

systems including traffic lights upon or associated with the Railway Undertaking or the Railway

Assets and Premises, and to remove any so erected on demand by the Landlord;

(c) not to install or use any Plant and Machinery, electrical or electronic apparatus or equipment

which would cause or would be likely to cause Electromagnetic Disturbance and to remove any

so installed on demand by the Landlord; and

(d) to remove immediately upon request from the Landlord any advertisement, bill, placard, sign,

fascia, light, flag, canopy, awning or other fixture or fitting which has or is likely to have an

Adverse Effect.

5.12 Emergencies

If the Landlord considers that the operation of the Railway Undertaking or the Railway Assets and

Premises is under immediate threat by the state or condition of the Premises or because access to or

egress from the Railway Assets and Premises is impeded, the Landlord may enter the Premises to carry

out immediate actions required to make safe or protect the parts of the Premises affected or ensure

that such access is unimpeded without the need to serve any Repairing Notice or give the Tenant any

prior notice and if the Tenant is in breach of the Tenant’s Obligations the proper costs incurred by the

Landlord in doing so shall be recoverable by the Landlord and payable by the Tenant within twenty-

eight (28) days of written demand and receipt of an invoice evidencing the payment required.

5.13 CDM Regulations

In relation to the CDM Regulations the Tenant is:

(a) to comply fully with such regulations insofar as they relate to any Works to be carried out in,

to or at the Premises by or on behalf of the Tenant;

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(b) (as the Landlord would be treated as a client in respect of the works under the CDM

Regulations), to elect in writing to be treated as the only client in relation to those works under

regulation 8 of the CDM Regulations; and

(c) to maintain the health and safety file required by the CDM Regulations and provide to the

Landlord within one (1) month of the completion of the works, the details of the works which

need to be included in that file.

6 USE OF THE PREMISES

6.1 Permitted Use

The Tenant is to use the Premises only for the Permitted Use.

6.2 Prohibited Uses

The Tenant is not to use the Premises:

(a) for any illegal, immoral or offensive purpose or for any noisy, offensive or dangerous trade,

manufacture, business or occupation; or

(b) in breach of any restriction on use contained in the Title Matters.

6.3 Restrictions on Use

The Tenant is:

(a) not to use the Premises in a manner which creates a legal nuisance or causes physical damage

to the Landlord or any tenants or occupiers of any Adjoining Premises or the Railway Assets

and Premises or to the public or passengers or which will or may cause any obstruction,

interference, disturbance, physical damage or otherwise cause or may cause an Adverse Effect;

(b) not to overload the electrical systems in the Premises;

(c) not to use any machinery on the Premises which causes significant vibration either within or

outside the Premises;

(d) not to at any time stack or store or cause to be stacked or stored any materials of whatever

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nature against or above the level of any existing or permitted retaining wall, boundary, wall or

fence or any other boundary adjoining or dividing the Premises from any land and or structure

from time to time of the Landlord or the owner of the Adjoining Premises; and

(e) not to obstruct the land shown hatched orange on Plan 2 nor to obstruct the access to egress

from the Railway Assets and Premises.

6.4 Fire Precautions

The Tenant is:

(a) to provide, properly test and keep in proper working order all fire prevention and fire fighting

equipment and apparatus located in such positions in the Premises as the Landlord, the

Landlord’s Surveyor or the fire authorities may require during the Term;

(b) not to obstruct the access of any fire equipment or the means of escape from the Premises

and/or the Railway Assets and Premises or lock any fire door whilst the Premises and/or the

Railway Assets and Premises are occupied;

(c) not to store or use any explosive or highly inflammable goods or substances at the Premises

except in reasonable quantities in accordance with the Permitted Use and then only in

accordance with the reasonable requirements of the Landlord or the Landlord’s Surveyor and

the requirements of the fire authorities and any manufacturer’s or trade safety

recommendations;

(d) to permit the Landlord’s fire safety officers and any other properly authorised persons to

inspect such necessary parts of the Premises and to inspect and test the fire equipment and

apparatus at the Premises;

(e) to observe and comply with any reasonable regulations made by the Landlord and any

regulations of the fire authorities in relation to fire prevention and safety at the Premises

and/or the Railway Assets and Premises;

(f) to ensure that appropriate members of the Tenant’s staff at the Premises have received all fire

safety training required by the Landlord during the Term; and

(g) to comply at all times with all Legislation relating to fire safety.

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6.5 Security Equipment, Fire Alarms and Sprinklers

The Tenant is:

(a) to permit the Landlord, the Landlord’s Surveyor and others authorised by them to have access

to the necessary parts of the Premises in the event of any fire or security alarms or sprinkler

systems being activated;

(b) not to install or maintain any equipment or apparatus at the Premises which may adversely

affect the performance or effectiveness of any security systems or fire alarms sprinkler systems

CCTV systems or associated lighting on the Railway Assets and Premises or the Adjoining

Premises or installed on the Premises by the Landlord pursuant to the rights reserved in

Schedule 3 and if during any period when Works are being undertaken a temporary reduction

in the effectiveness of such systems may occur this shall not be a breach of this covenant if

such temporary reduction in effectiveness is approved by the Landlord (acting in its absolute

discretion if there is or is likely to be an Adverse Effect but otherwise acting reasonably);

(c) to notify the Landlord immediately on becoming aware that any security systems, fire alarms,

sprinkler systems, CCTV systems or associated lighting are or may be defective; and

(d) not to interfere with or make any unauthorised connection to any security system, fire alarm

sprinkler or CCTV system or ancillary equipment at the Railway Assets and Premises or the

Adjoining Premises or installed on the Premises by the Landlord pursuant to the rights reserved

in Schedule 3.

6.6 Lawful Use

The Landlord gives no warranty to the Tenant that the Permitted Use is or will remain a lawful or

permitted use for the Premises under the Planning Acts.

7 LEGISLATION

7.1 Compliance with Legislation

The Tenant is:

(a) to comply with all Legislation, including the Planning Acts, and the requirements of every

Authority in respect of the Premises, their use and occupation or the carrying out of any Works

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to the Premises and the exercise of the rights granted in Schedule 2;

(b) to carry out at its own cost all works and other matters required to fulfil this obligation;

(c) not to knowingly cause the Landlord to be in breach of any Legislation;

(d) to procure the obtaining of any consents necessary for the exercise of the rights granted in

paragraph 8 of Schedule 2; and

(e) to indemnify the Landlord against any breach of this obligation.

This clause 7.1 applies whether compliance with Legislation or the requirements of an Authority is the

responsibility of the owner, landlord, tenant or other occupier of the Premises.

7.2 Notices

If the Tenant receives any notice, order, proposal, requisition, direction or other communication from

any Authority or third party affecting or likely to affect the Load Bearing Structure, the Railway

Undertaking and/or the Railway Assets and Premises or passengers or public the Tenant is at its own

cost and expense to:

(a) provide immediately a copy of the notice, proposal, requisition, direction or communication to

the Landlord; and

(b) without prejudice to clause 7.1, at the request of the Landlord and at the Landlord's Costs,

make or join in with the Landlord in making any representations or objections in respect of

these matters as the Landlord may require except where to do so would be prejudicial to the

Tenant's bona fide commercial interests.

7.3 Effect of Legislation

If any Legislation makes compliance with any of the terms of this Lease illegal or impossible:

(a) no liability will arise in respect of any failure to comply with those terms; and

(b) the Term will not end.

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8 RESTRICTIONS ON PARTING WITH POSSESSION

8.1 The Tenant is not to assign, underlet or part with possession of the whole or any part of Premises,

except:

(a) it may make a Permitted Disposition; and

(b) to the extent that it is expressly permitted to do so under clause 9.

8.2 The Tenant is not to charge part of the Premises.

9 ASSIGNMENT

9.1 Prohibition on Partial Assignment

Not to assign any part or parts (as opposed to the whole) of the Premises.

9.2 Assignment of Whole

The Tenant may assign the whole of the Premises:

(a) at any time (other than in the circumstances described in clause 9.2(b) below if:

(i) all of the conditions set out in clause 9.3 are satisfied;

(ii) none of the circumstances set out in clause 9.4(a) to 9.4(d) (inclusive) apply;

(iii) it complies with any other conditions to the assignment of this Lease reasonably

required by the Landlord

(iv) it obtains the written consent of the Landlord which shall be given if the preceding

conditions of this clause 9.2(a) have been complied with; and

(v) the assignment is completed either within three (3) months after the Landlord has

given consent under this clause 9, or if outside that three (3) month period, before

the Landlord has revoked that consent.

(b) in the course of or in order to carry out a Redevelopment if:

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(i) all of the conditions set out in clause 9.3 are satisfied;

(ii) none of the circumstances in clause 9.4 apply;

(iii) it obtains the prior written consent of the Landlord which will not be unreasonably

withheld or delayed where the preceding provisions of this clause 9.2(b) have been

complied with;

(iv) the assignment is completed either within three (3) months after the Landlord has

given consent under this clause 9, or if outside that three (3) month period, before

the Landlord has revoked that consent; and

(v) it complies with any other conditions to the assignment of this Lease reasonably

required by the Landlord.

(c) at any time after ninety percent (90%) of the number of Flats have been Disposed of by way of

an ADO Lease if it obtains the prior written consent of the Landlord (such consent not be

unreasonably withheld or delayed),

PROVIDED THAT the provisions of clause 9.2 above shall not apply to:

(A) any assignment to a company in respect of which the ADO Lessees own 50%

or more of the shareholding in such company at any time after fifty percent

(50%) of the number of Flats have been disposed of by way of an ADO Lease;

or

(B) any assignment by way of charge for the purpose of seeking monies but shall

apply to any assignment by any chargee in the exercise of the security.

9.3 Conditions for Assignment

The conditions referred to in clauses 9.2(a)(i) and 9.2(b)(i) are specified for the purposes of section

19(1A) of the 1927 Act and are:

(a) the proposed assignee (and any guarantor of the proposed assignee reasonably required by

the Landlord) enters into a direct covenant with the Landlord to comply with the Tenant’s

Obligations; and

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(b) if reasonably requested to do so by the Landlord, the proposed assignee provides to the

Landlord a guarantee of the proposed assignee’s obligations in the form set out in Schedule 6

by a company or companies or a person or persons that satisfy the criteria in clause 9.4(b) as

if it were an assignee, in either case being of sufficient financial standing and capacity to be

acceptable to the Landlord acting reasonably; and

(c) sums reserved as rent which due from the Tenant under this Lease and properly demanded

not less than ten (10) Working Days before the date of completion of the assignment are paid

before completion of the assignment.

9.4 Circumstances where Assignment is Prohibited

The circumstances mentioned in clauses 9.2(a)(ii) and 9.2(b)(ii) are specified for the purposes of section

19(1A) of the 1927 Act and are:

(a) there is a material breach of the Tenant’s Obligations in respect of which the Landlord has

either:

(i) served a Repairing Notice and/or a Warning Notice; or

(ii) served notice on the Tenant detailing such material breach and would be entitled to

serve notice pursuant to sections 146 or 147 of the 1925 Act requiring the Tenant to

remedy such breach,

in each case either at the date of the application for consent to assign or at any time after this

but before the consent is granted;

(b) the proposed assignee or any proposed guarantor of the proposed assignee, is a company

incorporated in or an individual resident in a country outside the United Kingdom and there is

no treaty for the mutual enforcement of judgments between the United Kingdom and that

country unless, in relation to a company:

(i) already or upon completion of that assignment it will carry on and maintains a

business in the United Kingdom;

(ii) already has or upon completion at such assignment it will have a current bank account

in the United Kingdom;

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(iii) it (together with any guarantor put forward in respect of it) already has or will upon

completion of such assignment, in the reasonable opinion of the Landlord, sufficient

assets in the United Kingdom to enable it to meet its liabilities under this Lease; and

(iv) it agrees to be bound by the jurisdiction of the English courts;

(c) the proposed assignee or any guarantor of the proposed assignee is a person who enjoys

sovereign or state immunity, unless a department, body or agency of the United Kingdom

Government;

(d) (during the existence of any Underleases of Flats) that in the Landlord's reasonable opinion:

(i) the assignee has insufficient skills and expertise required to manage the Gross

Revenue; or

(ii) (if the assignee has appointed a management company) the management company is

not:

(A) a high quality company;

(B) active and knowledgeable in the private rented sector market;

(C) fully accredited by the Association of Residential Letting Agents or the Royal

Institute of Chartered Surveyors or an accredited member of the London

Rental Standard or an equivalent professional body; and/or

(D) signed up to a voluntary code of best practice applicable to the residential

letting market current at the time of the application for consent to assign.

(e) that in the Landlord’s reasonable opinion, the assignee (together with any guarantor put

forward in respect of it) has insufficient expertise and/or is of insufficient financial standing to

carry out and complete the Redevelopment.

9.5 Health and Safety File

On each assignment of this Lease, the Tenant is to hand to its assignee the original of any health and

safety file maintained by the Tenant in respect of the Premises under the CDM Regulations.

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10 UNDERLETTING

10.1 Underletting

(a) The Tenant is to comply with the Tenant's Obligations at Schedules 7, 8 and 9 and the Landlord

is to comply with the Landlord's Obligations at Schedules 7, 8 and 9.

(b) The provisions of clauses 10.1(c) and 10.2 do not apply to the grant of ADO Leases or

Underleases.

(c) The Tenant may, in addition to granting Underleases and ADO Leases as provided for in

Schedules 7 and 8, underlet the Premises or a part of the Premises (which includes replacing

or substituting the Occupational Underlease) if:

(i) all of the conditions set out in clause 10.2 are satisfied; and;

(ii) it first obtains the prior written consent of the Landlord (which consent shall not be

unreasonably withheld or delayed where:

(A) all of the conditions set out in clause 10.2 are satisfied; and

(B) (if applicable) the proposed underlease is on materially the same terms as

the Occupational Underlease being replaced or substituted (as appropriate).

10.2 Conditions of Underletting

The conditions referred to in clause 10.1(c)(i) are specified for the purposes of 19(1A) of the 1927 Act

and are:

(a) the proposed undertenant enters into a direct covenant with the Landlord to comply with the

terms of the underlease and the Tenant’s Obligations in so far as relevant to the premises to

be demised by the underlease;

(b) the underlease is on no less onerous terms than the terms of this Lease and in particular

contains:

(i) an express statement that the underlease is granted subject to the terms of this Lease

insofar as they relate to the premises to be underlet;

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(ii) exceptions and reservations of the same easements, rights, powers and matters

excepted and reserved to the Landlord and obligations on the Tenant imposed by this

Lease insofar as they relate to the premises to be underlet and are required for the

safety of the Railway Premises and Assets or the Railway Undertaking and/or for the

operation of the Railway Undertaking or the Railway Assets and Premises; and

(iii) if the underlease includes in its demise any part of the Load Bearing Structure, it shall

contain a covenant by the underlessee to establish or contribute towards a Lifecycle

Account (as defined in Schedule 9) in substantially the same terms as are set out in

clause 21 and Schedule 9 (Maintenance and Lifecycle Fund) to this Lease,

PROVIDED THAT such underlease shall not be required to include an obligation to pay Sales

Overage if such underlease does not permit the grant of an ADO Lease.

10.3 Dealing with the Occupational Underlease and ADO Leases

The Tenant covenants with the Landlord:

(i) not without the consent of the Landlord (such consent not to be unreasonably

withheld) to waive the benefit or conditions of any covenant of an Occupational

Underlessee or ADO Lessee or vary the terms in an Occupational Underlease or ADO

Lease PROVIDED THAT the Landlord's consent shall not be required to:

(A) any surrender of the Occupational Underlease in connection with the grant

of an ADO Lease; or

(B) any variation of the Occupational Underlease in connection with the grant of

an ADO Lease PROVIDED THAT such variation does not:

1) reduce the amount of rent payable pursuant to the Occupational

Lease below the amount of Basic Rent and Additional Rent reserved

by this Lease; or

2) vary the obligations and conditions in the Occupational Underlease

required for the safety of the Railway Premises and Assets or the

Railway Undertaking and/or for the operation of the Railway

Undertaking or the Railway Assets and Premises;

or

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(C) the surrender of the whole of the Occupational Underlease; and

(ii) insofar as is reasonably practicable, commercially prudent and in the interests of good

estate management diligently to enforce the covenants of an Occupational

Underlessee and ADO Lessee, and the conditions in an Occupational Underlease and

ADO Lease.

11 NOTIFICATION OF DETAILS

Details of dispositions

Within ten (10) Working Days after any assignment, charge, assent, transfer of the Premises and the

grant, assignment or charging of any underlease (other than an Underlease when the provisions of

Schedule 7 shall apply), however remote, the Tenant is to give written notice to the Landlord of the

disposition together with certified copies of all the documents giving effect to it and is to pay to the

Landlord a proper and reasonable registration fee, being not less than fifty pounds (£50.00).

12 PLANNING

12.1 The Tenant is not to implement any planning permission under the Planning Acts which would be likely

to have an Adverse Effect.

12.2 The Tenant is to:

(a) obtain so often as occasion shall require all planning permissions licences, consents and

approvals as may be required under the Planning Acts for the carrying out by the Tenant of any

development on the Premises within the meaning of the Planning Acts or for the continuance

of such development by the Tenant;

(b) indemnify (if and insofar as it is lawful for the parties to make such an arrangement) the

Landlord against all charges payable in respect of any planning application made by the Tenant

in respect of the Premises; and

(c) not enter into any agreement with any Authority regulating the use of development of the

Premises without the consent of the Landlord in respect of any matter which if implemented

would be likely to have an Adverse Effect on the rights over the Premises which are reserved

herein to the Landlord or would impose an obligation or liability on the Landlord.

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13 ENVIRONMENTAL LAW

13.1 Compliance with Environmental Law

The Tenant is to comply with all requirements of Environmental Law and is not to use the Premises for

the manufacture, use, storage, disposal or handling of any Hazardous Materials or Waste.

13.2 Compliance with Notices

The Tenant is at its own cost:

(a) to supply the Landlord with copies of all notices, directions, reports or correspondence

concerning any contamination of the Premises or any migration or other escape of Hazardous

Materials or Waste which may result in proceedings being taken or threatened under

Environmental Law;

(b) to take and complete promptly and diligently all actions or precautions required by such notice,

direction, report or correspondence; and

(c) upon notice in writing from the Landlord or, in the case of emergency upon oral notice, to take

proper steps to remedy or prevent any pollution or contamination on or originating from the

Premises or any obstruction or any blockage to the Conduits serving the Premises.

13.3 Contamination

The Tenant is not:

(a) to do or omit to do anything that would or may cause any Hazardous Materials or Waste to

escape, leak or be spilled or deposited on the Premises, discharged from the Premises or

migrate to or from the Premises;

(b) to keep any Hazardous Materials or waste:

(i) on or near the Railway Assets and Premises; or

(ii) on the Premises other than in compliance with Legislation; or

(c) to discharge any Hazardous Materials or Waste into any Conduits nor discharge other

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materials, whether solid, liquid or gaseous, which might cause any obstruction or blockage to

the Conduits.

13.4 Notification

The Tenant is to notify the Landlord immediately of any complaints from any person or any notice or

proceedings against the Tenant relating to any matter affecting the Premises concerning the

environment or the health or safety of human beings and provide the Landlord with copies of any

correspondence, notices, proceedings or other documents relating to them.

13.5 Right of Entry

The Tenant is to permit the Landlord and its employees and agents at all reasonable times after giving

to the Tenant forty eight (48) hours written notice, except in an emergency, to enter onto those parts

of the Premises (save for the Flats and the 1978 Premises unless in the case of emergency) as are

necessary and remain upon the Premises (save for the Flats and the 1978 Premises unless in the case

of emergency) for such period as shall be necessary to undertake investigations (including the taking of

samples) in, on or under the Premises to ascertain the condition of the Premises and the nature, extent

and mobility of Hazardous Materials or Waste in, on or under the Premises.

14 WORKS ON OR TO THE PREMISES

14.1 The parties hereto acknowledge and agree that by entering into this Lease on the terms set out herein

the Landlord has not consented to any Adverse Effect and neither anything contained in nor the

existence of this Lease shall relieve the Tenant from any liability whatsoever in respect of any Adverse

Effect that may occur (whether directly or indirectly) as a consequence of the carrying out of Works

during the Term.

14.2 The Tenant shall not do anything on or in relation to the Premises whereby the structural integrity of

the Load Bearing Structure is diminished save where such action constitutes Relevant Works and is

being undertaken in accordance with clause 14.11 with the prior consent of the Landlord.

14.3 Without prejudice to its other obligations under this Lease the Tenant shall advise of and consult the

Landlord (in adequate time for the Landlord to consider properly and comment on the proposal) on any

proposal for Relevant Works or for Notifiable Works which may constitute Relevant Works to be carried

out after completion of the works carried out pursuant to the Development Agreement.

14.4 Within twenty (20) Working Days of receipt of a proposal pursuant to clause 14.3 the Landlord may

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serve upon the Tenant notification in writing that:

(a) the proposed Works do not include Relevant Works in which case this clause shall not apply

insofar as the Works were fully and fairly described in the proposal and the Landlord’s

attention was drawn to any of the Works which may be Relevant Works to enable the Landlord

to determine whether any of the Works may be Relevant Works; or

(b) the proposed Works do include Relevant Works in which case this clause shall apply; or

(c) it requires further information from the Tenant to assist in deciding whether or not the

proposed Works include Relevant Works.

14.5 The Tenant shall respond to any notice from the Landlord requiring further information in relation to

the Works within ten (10) Working Days (or immediately in an emergency).

14.6 On receipt of the further information referred to in clause 14.4(c) the Landlord shall comply with the

provisions of clause 14.4.

14.7 The notification by the Landlord pursuant to this clause 14 as to whether the proposed Works include

Relevant Works and the extent of the Relevant Works shall be conclusive.

14.8 If the Landlord does not respond to the Tenant notifying it as set out in clause 14.4 either within twenty

(20) Working Days of receipt of a proposal pursuant to clause 14.3, and/or within fifteen (15) Working

Days of receipt of the further information referred to in clause 14.4(c), the Tenant may in each case

give notice to the Landlord requiring the Landlord to respond to the relevant request within a further

period of five (5) Working Days in each case and if the Landlord does not respond within such timescale

the Tenant shall be entitled to elevate the matter to the senior Engineer at the Landlord and the chief

executive officer or other nominated senior representative of the Tenant for discussion and resolution.

14.9 The Landlord covenants with the Tenant:

(a) to give reasons in writing (by e-mail of otherwise) for all its requirements, conditions or

withholding approval or consent under this clause 14;

(b) in making its decisions under and applying the provisions of this clause the Landlord shall not

do so for the primary purpose of gaining any commercial advantage in doing so; and

(c) in the absence of a timetable in this clause for a decision, to make the decision without

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unreasonable delay.

14.10 Any act matter or thing done or omitted to be done by the Engineer shall be treated as acts, matters

and things done by and omissions of the Landlord.

14.11 The Tenant shall:

(a) not carry out any Relevant Works without the prior written consent of the Landlord whose

consent is not to be unreasonably withheld or delayed but whose consent may be withheld to

the extent such Relevant Works would adversely affect:

(i) the structural integrity of the Load Bearing Structure and/or the Railway Assets and

Premises; or

(ii) the operation of the Railway Undertaking or the Railway Assets and Premises;

(b) comply with the Landlord’s proper requirements in relation to any Relevant Works as to:

(i) the operation of the Railway Undertaking or the Railway Assets and Premises;

(ii) the protection of the Load Bearing Structure;

(iii) insurance and protection against costs and liabilities; and

including in each case all relevant LUL Standards (including those applicable to infrastructure

protection and the use of cranes in the vicinity of the Railway Assets and Premises);

(c) have regard to any issues or concerns raised by the Landlord in respect of any Relevant Works

including as to the method of and timetable for their implementation;

(d) comply with all statutory requirements applicable to any Relevant Works;

(e) give ten (10) Working Days' notice in writing to the Landlord prior to commencement of any

Relevant Works;

(f) ensure that any Works are carried out with as little inconvenience to the Landlord, the Railway

Undertaking and/or the Railway Assets and Premises as is reasonably possible;

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(g) at its own cost make good any physical damage caused to the Loading Bearing Structure and

the Railway Assets and Premises by any Works as soon as reasonably practicable; and

(h) reimburse the Landlord's Costs in relation to any proposal for Works to which this clause 14

relates.

15 MANAGEMENT OF THE PREMISES

15.1 The Tenant covenants with the Landlord:

(a) to use its reasonable endeavours to keep insofar as is reasonably practicable and commercially

prudent all Flats Underlet (under Schedule 7) having regard to:

(i) market conditions;

(ii) the nature of the proposed Underlessee and its ability to pay;

(iii) the cost of taking action to enforce the terms of any Underlease;

(iv) any period during which refurbishment or redecoration works are required or other

Works are being undertaken to the Premises); and

(v) any other relevant circumstances,

(b) to manage the Premises in a good and efficient manner, and in accordance with the principles

of good estate management.

16 END OF THE TERM

16.1 Return of the Premises

At the end of the Term, the Tenant is to return the Premises to the Landlord in a state and condition

consistent with the Tenant's Obligations.

16.2 Exclusion of Compensation

Subject to the provisions of any Legislation which prevents or restricts such an agreement, the Tenant

is not entitled to any compensation under statute or otherwise at the end of the Term.

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16.3 Continuation of Liability

(a) The provisions of clauses 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 2.5, 13.2 to 13.4 (inclusive), 16, 20.4, 25,

26, 27 and 28.6, paragraph 6 of Schedule 7 and paragraph 7 of Schedule 9 will continue to bind

the Landlord and the Tenant after the end of the Term.

(b) If a valid Renewal Notice has been served, clause 28 will continue to bind the Landlord and the

Tenant after the end of the Term.

17 LANDLORD’S COVENANT

Retention of Support

17.1 The Landlord shall not withdraw or lessen the existing support provided by any Adjoining Premises

(excluding the Adjoining Development) PROVIDED THAT it is acknowledged that the Premises is not

afforded any support by the Railway Assets and Premises or any part thereof.

Smoke Ducts

17.2 (Subject to paragraph 7.1(a) of Schedule 2) the Landlord shall not block or obstruct the Smoke Ducts

but the Landlord shall not be liable to procure that persons outside its control (including members of

the public) shall comply with this covenant.

Development on Excluded Land

17.3 The Landlord covenants with the Tenant not to execute Works on the Excluded Land without the

consent of the Tenant. This restriction will cease to apply if the building on the Premises is completely

demolished or all windows on the south west elevation of the building on the Premises are permanently

obstructed.

Lights

17.4 The Landlord may serve notice on the Tenant stating that it:

(a) will accept responsibility for maintenance of the Lights;

(b) requires the replacement of the Lights;

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(c) requires the Lights to be moved to a new location; and/or

(d) removal of the Lights,

("the Lights Notice").

17.5 If the Landlord serves such a Lights Notice on the Tenant then:

(a) (in the case of clause 17.4(a)) from the date of the Lights Notice the Tenant will not be required

to maintain the Lights under the provisions of this Lease;

(b) (in the case of clause 17.4(b)) the Tenant shall replace the Lights with the new lights required

by the Landlord (and the Landlord shall specify the number and specification of the new lights

in the Lights Notice) at the Landlord's cost as soon as reasonably practicable;

(c) (in the case of clause 17.4(c)) the Tenant shall move the Lights to the new location specified in

the Lights Notice at the Landlord's cost as soon as reasonably practicable; and

(d) (in the case of clause 17.4(d)) the Tenant shall permanently remove the Lights at the Landlord's

cost as soon as reasonably practicable,

and in the cases of clauses 17.4(b) to 17.4(d) inclusive the Landlord may elect in the Lights Notice to

carry out the relevant works itself, at its cost, and in such cases the Tenant shall grant the Landlord a

right to enter and remain on such parts of the Premises as are reasonably and properly required for

such period of time as is reasonably necessary for the Landlord to carry out such works with or without

workman and others and all necessary appliances and materials making good any physical damage

caused to the reasonable satisfaction of the Tenant.

18 INSURANCE

18.1 Tenant to Insure

(a) The Tenant is to:

(i) at all times during the Term insure the Premises under a Standard Policy covering the

Insured Risks and the Reinstating Cost and the loss of Basic Rent and Additional Rent

from time to time for three (3) years or such longer time as the Tenant shall properly

and reasonably consider to be sufficient for the purposes of planning and carrying out

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such rebuilding or reinstatement with any addition to the amount insured that the

Tenant may decide in respect of VAT in the name of the Tenant with the interest of

the Landlord (either specifically or automatically) noted on such policy as first loss

payee in respect of any monies paid out in excess of one hundred thousand pounds

(£100,000), with the exception of third party liability claim payments;

(ii) use reasonable endeavours to procure that any policy obtained by the Tenant in

satisfaction of this clause 18 includes a waiver of subrogation provision in favour of

the Landlord;

(iii) procure insurance with Standard Insurers in the joint names of the Landlord and the

Tenant against all public liability risks of the Tenant to third parties arising out of or in

connection with any matter relating to the Premises in an amount of not less than ten

million pounds (£10,000,000) Index Linked (for each and every claim and with no

annual aggregate limit) or as the Landlord (acting reasonably) may from time to time

require and notify to the Tenant in writing, such policy to be on terms approved by

the Landlord (such approval not to be unreasonably withheld or delayed);

(iv) make all payments necessary for the purposes of obtaining and maintaining the

insurances required under clauses 18.1(a)(i) and 18.1(a)(iii) and shall upon request

from time to time, produce to the Landlord a copy or full details of the insurance

policies effected in accordance with this Lease and all endorsements on such

insurance policies and evidence that they are in force (including evidence that the last

premium has been paid);

(v) not less than once in every five (5) years obtain at no cost to the Landlord an

independent professional valuation of the Reinstating Cost of the Premises and to

provide a copy of such valuation within ten (10) Working Days of its receipt by the

Tenant;

(vi) pay to the Landlord within twenty-eight (28) days of written demand the Landlord’s

proper costs of any independent professional valuation of the Reinstating Cost of the

Premises obtained by the Landlord or on its behalf (as evidenced by appropriate

receipt and/or invoices) if the Tenant has either failed to comply with clause 18.1(a)(v)

or the Landlord and the Tenant are otherwise in dispute as to the provisions of this

clause 18;

(vii) comply and to use its reasonable endeavours to procure compliance by all persons

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acting for or under the control of the Tenant with the requirements and

recommendations of the insurers (including as to the carrying out of any Works);

(viii) not to knowingly do anything and shall use all reasonable endeavours not to permit

anything to be done upon the Premises or any part thereof which may render any of

the Landlord’s policy or policies of insurance void or voidable in relation to the Railway

Assets and Premises or the operation of the Railway Undertaking;

(ix) not to and to use its reasonable endeavours to procure all persons acting for or under

the control of the Tenant do not carry on or permit any trade business or activity

which may make any policy of insurance relating to the Premises void or voidable or

as a result of which payment of policy money might be withheld in whole or in part;

(x) notify the Landlord immediately in writing upon becoming aware of the same of any

damage to or destruction of the Premises or any claim under any of the insurances

referred to in this clause (in each case whether or not caused by an Insured Risk); and

(xi) notify the Landlord as soon as reasonably practicable on the Tenant becoming aware

of any material changes in a policy of insurance procured by the Tenant.

(b) Any money received under any policy of insurance effected in accordance with clause 18.1(a)(i)

shall be placed in a separate bank account in the name of the Tenant and for the benefit of the

Landlord to be applied in reimbursement of expenditure incurred by the Tenant in reinstating

the Premises. If the Premises are reinstated any surplus of the insurance monies belongs to

the Tenant. In the event the Tenant has not commenced the reinstatement of the Premises

within 6 (six) years after the date of damage or destruction (other than to restore reasonable

amenity to the Railway Assets and Premises as required by Clauses 18.2(a)(iv) and 18.2(b)), or

if earlier, it is apparent that the necessary consents and approvals for the same cannot be

obtained to enable commencement of those Works by such date the balance of insurance

monies received shall be paid to the Landlord and the Tenant in the proportion of the value of

their respective interests as follows:

(i) the Landlord's right to receive rents under this Lease assuming that the Premises are

not damaged or destroyed; and

(ii) the Tenant's rights under this Lease assuming that the Premises are not damaged or

destroyed.

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(c) If the Tenant does not insure or procure all or any of the insurances required by this clause 18

or fails to produce reasonable evidence that such insurances are in force, the Landlord may

itself effect such insurance cover as it may consider prudent and the proper cost of so doing

together with the Landlord’s proper management and administrative costs for so doing will be

payable by the Tenant to the Landlord within twenty-eight (28) days of written demand and

receipt of a valid invoice evidencing the payment required.

18.2 Reinstatement

(a) The Tenant will:

(i) use all reasonable endeavours to obtain any consents and approvals required to

reinstate any damage to or destruction of the Premises or any part thereof by any of

the Insured Risks;

(ii) subject to those consents and approvals being obtained and remaining unrevoked,

apply the insurance proceeds received under the insurance policy or policies in

reinstating damage to or destruction of the Premises or any part thereof as soon as

reasonably practicable after the date of the damage or destruction and in any event

within 3 (three) years of such damage or destruction (but so that given reinstatement

is required only insofar as is necessary to avoid or remedy any Adverse Effect), the

Tenant making good any shortfall in the proceeds of insurance from its own money;

(iii) comply with the provisions of clause 14 in carrying out such reinstatement;

(iv) pending receipt of such consents and approvals, carry out as expeditiously as possible

such Works as may be required in order to make the Premises safe having regard to

the public safety or the safety of employees or passengers of the Railway Undertaking

or other persons upon the Railway Assets and Premises and so as to maintain the

integrity of the Load Bearing Structure.

(b) In the event that the Tenant has not completed the reinstatement referred to in clause 18.2(a)

by the said 3 (three) years, or, if earlier, it is apparent that the necessary consents and

approvals for the same cannot be obtained to enable completion of those Works by such date,

the Tenant shall carry out such Works as may be reasonably requested by the Landlord in order

to restore reasonable amenity to the Railway Assets and Premises and the Adjoining Premises.

(c) In the event of the Premises being destroyed or damaged by an event which is not an Insured

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Risk, the Tenant shall carry out as expeditiously as possible such Works as may be required in

order to make the Premises safe having regard to the public safety or the safety of employees

or passengers of the Railway Undertaking or other persons upon the Railway Assets and

Premises and so as to maintain the integrity of the Load Bearing Structure.

(d) When reinstating the Premises in accordance with clause 18.2(a) the Tenant may make

changes in the design, carry out other specification or type to those used in the required

building being reinstated.

18.3 Determination of Disputes

Either the Landlord or the Tenant may refer any dispute about the Insured Risks, the terms of the

Standard Policy or the apportionment of the insurance proceeds under clause 18 to expert

determination under the provisions of clause 27.

19 TITLE MATTERS

The Tenant is to comply with the Title Matters so far as they are still subsisting, capable of taking effect

and affect the Premises and is to indemnify the Landlord against all costs, claims, demands and liabilities

arising from any breach, non-performance or non-observance of them by the Tenant or its invitees,

occupiers, servants, workman or others authorised by them.

20 LAND REGISTRY APPLICATIONS

20.1 First Registration of Title

(a) As soon as reasonably practicable after the date of this Lease, the Tenant named in the

Particulars is to apply to the Land Registry for first registration of the title to this Lease and

apply for a note of this Lease to be entered on the Landlord’s title number(s) set out in clause

LR2.1 of the Particulars. As part of the application, the Tenant is to use all reasonable

endeavours to ensure that the Land Registry notes both the benefit of the rights granted by

clause 3.1 and the burden of the rights reserved by clause 3.3 on the leasehold title and enters

the restriction in the form set out in clause LR13. On completion of the registration, the Tenant

is to provide official copies of the new title to the Landlord showing the Tenant registered as

proprietor together with a copy of the title plan.

(b) It is not intended that on a Permitted Disposition the restriction referred to at LR13 should

carry over into subsequent and/or sub-ordinated titles relating to dispositions following any

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Permitted Disposition.

20.2 Registration of Rights and Reservations

As soon as reasonably practicable after the date of this Lease, the Tenant named in the Particulars is to

apply to the Land Registry to note the burden of the rights granted by clause 3.1 and to note the benefit

of the rights reserved by clause 3.3 on the Landlord’s title number(s) set out in clauses LR2.1 of the

Particulars.

20.3 Registration on Assignment

If, as a result of the assignment of this Lease, this Lease becomes registrable at the Land Registry or this

Lease has already been so registered, the Tenant is to apply to the Land Registry to be registered as the

proprietor of this Lease and is to use all reasonable endeavours to ensure that (where required pursuant

to clause 20) the Land Registry retains the restriction in the form set out in clause LR13. On completion

of that registration, the Tenant is to provide the Landlord with official copies of the title showing the

Tenant as the registered proprietor of this Lease.

20.4 End of the Term

At the end of the Term, the Tenant is to use reasonable endeavours to assist the Landlord in removing

any notice of this Lease and the rights granted and reserved by it from the Landlord’s title to the

Premises.

20.5 Exclusion of Liability

The Landlord will not be liable to the Tenant for any failure by the Tenant to register this Lease at the

Land Registry or to register or note any of the rights granted or reserved by this Lease at the Land

Registry either by notice or by way of caution against first registration, whichever is appropriate.

21 MAINTENANCE AND LIFECYCLE FUND

The Tenant is to comply with the Tenant's Obligations at Schedule 9 and the Landlord is to comply with

the Landlord's Obligations at Schedule 9.

22 INDEMNITY

22.1 The Tenant is to indemnify the Landlord and its employees and agents against all proper costs, claims,

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loss, demands or liability, actions, charges, proceedings, proper expenses and damages (including any

proper LUL internal costs) incurred or suffered by the Landlord or its employees and agents arising

directly or indirectly from any of the following matters (each a "Claim"):

(a) any physical damage to or destruction of the Railway Assets and Premises resulting from the

act, default or negligence of the Tenant;

(b) the death of, injury to or accident to any person;

(c) damage to or loss of any property;

(d) infringement, disturbance or destruction of any rights or easements or other matters;

(e) disruption or interruption to or suspension of the operation of the Railway Undertaking or the

Railway Assets and Premises, any train service or station service provided to, at or from the

Railway Assets and Premises,

(f) the state of repair and condition of the Premises or any tenant’s or trade fixtures;

(g) the carrying out or presence of any alterations, additions, improvements or Works to the

Premises;

(h) any breach or non-performance of the Tenant’s Obligations contained or referred to in of the

terms of this Lease;

(i) the Unilateral Undertaking;

(j) all contributions payable by the Landlord pursuant to clause 6 of the Deed of Grant and

Covenant dated 20 December 1974 made between (1) London Transport Executive (2) Jands

Property Co Limited and (3) Rodwell Group Limited;

(k) any charges payable by the Landlord in respect of its freehold reversion to the Premises (but

excluding any other land owned by the Landlord whether or not forming part of the same Land

Registry title) in respect of any planning application made or planning permission implemented

by the Tenant in respect of the Premises; and

(l) any demands claims expenses liabilities impaired allowances or other costs as a result of any

impact on the Landlord’s compliance with or rating under the CRC Scheme as a result of the

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use by the Tenant or any other person using occupying or on the Premises.

22.2 The Landlord shall:

(a) as soon as practicable after becoming aware of any Claims, give notice in writing to the Tenant

of any Claims brought or made or threatened to be brought or made against the Landlord;

(b) not admit liability, settle, adjust or compromise any Claim without first having notified the

Tenant of its proposed actions and allowing the Tenant a reasonable opportunity to make

representations in respect of such actions, which representations the Landlord shall pay due

heed to but by which the Landlord shall not be bound;

(c) use reasonable endeavours to mitigate any Liabilities it suffers as a result of the occurrence of

Claims; and

(d) give to the Tenant and the Tenant shall give to the Landlord, in each case at the Tenant’s cost,

such reasonable assistance as the other may reasonably require in respect of Claims.

23 DEVELOPMENT OF THE ADJOINING PREMISES

23.1 Subject to the rights granted to the Tenant and all other provisions of this Lease the Landlord shall have

the right at any time to execute or permit or suffer the Works and/or excavation works on under or to

any part of the Adjoining Premises (save for the Excluded Land) including the right to erect scaffolding

or gantries in front of or around the Premises (but not so as to cause the Tenant to be in breach of the

terms of the 1978 Lease unless otherwise agreed in writing by the tenant of the 1978 Lease) and to

alter, add to, vary, pull down or re-erect all or any part of the buildings or structures, alterations,

gantries, scaffoldings, additions or re-erections or otherwise deal with the Adjoining Premises (save for

the Excluded Land) as it may deem fit without obtaining any consent from or making any compensation

to the Tenant.

23.2 The Tenant acknowledges that the rights of light (if any) which the Premises may enjoy over the

Adjoining Premises (save for the Excluded Land) are enjoyed with the consent of the Landlord and not

otherwise.

23.3 The Tenant is not to bring any action or make any claim or demand on account of any diminution of

light or air to the Premises or any of the windows or openings within the Premises in consequence of

any development on the Adjoining Premises (save for the Excluded Land).

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24 DEVELOPMENT AND USE OF THE RAILWAY PREMISES AND ASSETS

24.1 Notwithstanding any other provision of this Lease:

(a) The Tenant is not entitled to raise any objection in respect of the operation of the Railway

Undertaking or the Railway Assets and Premises or the carrying out of any matters referred to

in clause 24.3 on the Railway Assets and Premises in connection with the operation of the

Railway Undertaking or the Railway Assets and Premises (save to the extent the same is in

breach of an express covenant on the Landlord's part in this Lease).

(b) The Landlord is not responsible to the Tenant or to anyone enjoying the benefit of the Premises

for any nuisance, disturbance, annoyance or inconvenience (howsoever caused) arising in

consequence of or in relation to the operation of the Railway Undertaking or the Railway


(c) The Landlord is not responsible to the Tenant or to anyone enjoying the benefits of the

Premises for:

(i) any act, neglect, default or misfeasance of any employee or agent of the Landlord or

of any other person entering upon or using the Railway Assets and Premises or works

in breach, neglect or non-performance of his or her duties;

(ii) Liabilities arising from the construction, repair, alteration, working or use of the

Railway Assets and Premises in connection with the operation of the Railway

Undertaking or the Railway Assets and Premises; or

(iii) by reason of any terrorist event explosion or other emergency.

(d) The Tenant shall not be entitled to make any objection or complaint in respect of any noise

vibration or discharge or any electronic interface from the Railway Assets and Premises.

24.2 London Underground Limited has entered into this Lease in its capacity as Landlord and nothing in this

Lease shall fetter the discretion of London Underground Limited, TfL or any TfL Subsidiary in the exercise

of its statutory powers and duties or otherwise in connection with the operation of the Railway

Undertaking or the Railway Assets and Premises.

24.3 Subject to the rights granted to the Tenant and all other provisions of this Lease, the Landlord shall have

the right at any time to execute or permit or suffer the Works, excavation works, erections, repairs or

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alterations on under or to any part of the Railway Assets and Premises including the right to including

the right to build on or into any boundary wall of the Premises and make use of any column or support

thereof and to erect scaffolding or gantries in front of or around the Premises and to alter, add to, vary,

pull down or re-erect all or any part of the buildings/structures, alterations, gantries, scaffoldings,

additions or re-erections or otherwise deal with the Railway Assets and Premises as it may deem fit

without obtaining any consent from or making any compensation to the Tenant.

24.4 The Tenant acknowledges that the rights of light (if any) which the Premises may enjoy over the Railway

Assets and Premises are enjoyed with the consent of the Landlord and not otherwise.

24.5 The Tenant is not to bring any action or make any claim or demand on account of any diminution of

light or air to the Premises or any of the windows or openings within the Premises in consequence of

the Railway Assets and Premises.

24.6 The determination of whether or not any event or circumstances causes or is likely to cause an Adverse

Effect and the action necessary to avoid or mitigate an Adverse Effect shall be within the discretion of

the Engineer but in exercising his discretion the Engineer shall:

(a) receive any representations and/or engineering or other professional advice which the Tenant

may place before the Engineer; and

(b) have regard only to matters properly relevant to the operation of the Railway Undertaking or

the Railway Assets and Premises.

25 NOTICES

25.1 Service of Notices

Any notice under this Lease is:

(a) to be made in writing;

(b) to be addressed to the party on whom it is served:

(i) in the case of the Tenant at the Premises, the registered office of the Tenant or, where

the Tenant is an individual, at the last known address of the Tenant; and

(ii) in the case of the Landlord at the registered office of that person or, where that

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person is an individual, at the last known address of that person;

(c) to be delivered by hand, first class post, pre-paid or recorded delivery or by fax; and

(d) not to be served by e-mail or other forms of electronic communication.

25.2 Time of Receipt

Unless the time of actual receipt is proved, a notice sent by the following means is to be treated as

having been received;

(a) if delivered by hand, at the time of delivery;

(b) if sent by post, on the second working day after posting; or

(c) if served by fax, at the time of transmission.

If a notice is received after 4.00 pm on a Working Day, or on a day which is not a Working Day, it is to

be treated as having been received on the next Working Day.

25.3 Joint Parties

If any party comprises more than one person, the service of any notice on any one of those persons will

constitute good service on all of them.

26 ENFORCEMENT

26.1 Applicable Law

This Lease is to be governed by and interpreted in accordance with English law.

26.2 Jurisdiction

The courts of England are to have jurisdiction in relation to any disputes between the parties arising out

of or related to this Lease. This clause operates for the benefit of the Landlord who retains the right to

sue the Tenant and enforce any judgment against the Tenant in the courts of any competent

jurisdiction.

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27 DISPUTES

27.1 Independent Determination

(a) If any dispute arises between the Landlord and the Tenant relating to or arising out of

clause 18, calculation of the Sales Overage or any other issue covered by Schedules 7 and 8 the

Landlord or the Tenant may give to the other written notice requiring the dispute to be

determined by an Independent Person under this clause 27.

(b) If any dispute arises between the Landlord and the Tenant relating to or arising out of clause 28

the Landlord or the Tenant may give to the other written notice requiring the dispute to be

determined by an Independent Person under this clause 27.

27.2 Independent Person

The Independent Person is to be:

(a) in the case of disputes referred under clause 27.1(a) an independent surveyor, who:

(i) is to be a professionally qualified surveyor having not less than ten (10) years’

experience in the subject matter of the dispute and in relation to a similar property to

the Premises and has experience in relation to similar letting scheme to that which is

being applied at the Premises; and

(ii) is to be appointed by agreement between the parties or, in the absence of agreement

within two (2) weeks of a request from either party to agree an appointment,

appointed pursuant to clause 27.3(a), and

(b) in the case of disputes referred under clause 28, a solicitor or counsel:

(i) with the experience required by clause 28.6(b); and

(ii) is to be appointed by agreement between the parties or, in the absence of agreement

within two (2) weeks of a request from either party to agree an appointment,

appointed pursuant to clause 27.3(b).

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27.3 Making of the Appointment

(a) Any dispute over the appointment of the surveyor is to be referred at the request of the

Landlord or the Tenant to the President or other most senior available officer of the Royal

Institution of Chartered Surveyors who, with the right to take such further advice as he may

require, may appoint a surveyor to determine the dispute and the Landlord and the Tenant

agree to accept the appointment of the surveyor.

(b) Any dispute over the appointment of the solicitor or counsel is to be referred at the requires

of the Landlord or the Tenant to the President or other most senior available office of the Law

Society or the Bar Council who, with the right to take such further advice as he may require,

may appoint a solicitor or counsel to determine the dispute and the Landlord and the Tenant

agree to accept the appointment of the solicitor or counsel.

27.4 Expert Determination

The Independent Person is to act as an independent expert and:

(a) the Landlord and the Tenant may make written representations within ten (10) Working Days

of the appointment and will copy the written representations to the other party;

(b) the Landlord and the Tenant are to have a further ten (10) Working Days to make written

comments on each other’s representations and will copy the written comments to the other

party;

(c) the Independent Person shall be at liberty to call for such written evidence from the parties

and to seek such legal or other expert assistance as the Independent Person may properly and

reasonably require;

(d) the Independent Person is not to take oral representations from the Landlord or the Tenant

without giving both parties the opportunity to be present and to give evidence and to cross-

examine each other;

(e) the Independent Person is to have regard to all representations and evidence put before him

when making his decision, which is to be in writing, and be required to give reasons for his

decision;

(f) the Independent Person, is to use all reasonable endeavours to publish his decision within four

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(4) weeks of his appointment;

(g) the Independent Person is to act impartially and in good faith between the parties; and

(h) another expert may replace the Independent Expert if he dies, becomes unwilling or incapable

of acting or it becomes apparent for any other reason that he will be unable to determine the

matter referred to him within a reasonable time.

27.5 Costs

Responsibility for the costs of referring a dispute to a Independent Person under this clause 27 including

costs connected with the appointment of the Independent Person but not the legal and other

professional costs of any party relating to a dispute, will be decided by the Independent Person.

27.6 Matters of Law

This clause 27 does not apply to disputes in relation to matters of law which will be subject to the

jurisdiction of the courts.

28 LANDLORD'S RENEWAL OPTION

28.1 For the avoidance of doubt, references in this clause 28 to the Landlord and the Tenant are to the

persons named as such in this Lease and their respective successors in title.

28.2 The Landlord may require the Tenant to renew this Lease for up to for two further terms each of up to

fifty five (55) years with effect from the day after the end of the Contractual Term (the "Renewal Date")

by serving a notice (a "Renewal Notice") on the Tenant prior to the expiry of the Contractual Term.

28.3 If the Landlord serves a valid Renewal Notice, the Landlord is to grant and the Tenant is to accept at the

Tenant's proper cost the grant of a new lease (a "Subsequent Lease") of the Premises on the terms of

clause 28.5.

28.4 The Tenant will not be contractually bound to renew this Lease and the Landlord will not be obliged to

grant it unless and until the Landlord serves a valid Renewal Notice on the Tenant.

28.5 The Subsequent Lease is:

(a) to be granted for a term of fifty five (55) years from and including the Renewal Date or for such

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shorter term as the Landlord may specify in the Renewal Notice;

(b) in the case of the first and second Subsequent Leases only to include an option to renew in this

clause 28 but amended in each case so that the option contained in this clause 28 cannot be

exercised more than two (2) times in total (so that the maximum number of Subsequent Leases

available to the Tenant shall be two (2));

(c) to replace references to Term Commencement Date with, or define that term by reference to,

the relevant Renewal Date; and

(d) otherwise to be on the same terms as this Lease.

28.6 If the Landlord serves a valid Renewal Notice:

(a) as soon as reasonably practicable after service of the Renewal Notice, the Landlord is to

prepare the draft of the Subsequent Lease and submit it to the Tenant and the Landlord and

the Tenant are to use all reasonable endeavours to agree the terms of the draft of the

Subsequent Lease;

(b) if the Landlord and the Tenant fail to reach agreement regards the terms of the Subsequent

Lease or if the Landlord fails to prepare a draft Subsequent Lease by the date one (1) month

before expiry of the Renewal Notice either the Landlord or the Tenant may require the terms

of the Subsequent Lease (or those provisions that have not been agreed) to be drafted by

counsel or a solicitor of extensive experience in the drafting of leases similar to the Subsequent

Lease of premises similar in type and use to the Premises such person to act as an expert in

accordance with the provisions of clause 27; and

(c) subject to the approval or determination of the terms of the Subsequent Lease and the

provision of the engrossment of the Subsequent Lease by the Landlord to the Tenant, the

Subsequent Lease is to be completed as soon as reasonably practicable after the service of the

Renewal Notice.

28.7 A Renewal Notice shall be of no effect:

(a) if it does not comply with the requirements of this clause 28; nor

(b) unless at least one (1) of the occupants of the part of the Premises to which the Subsequent

Lease is to relate shall have exercised a right or have been granted a lease that continues after

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the end of the Contractual Term; nor

(c) unless it is served by a date no fewer than twelve (12) months before the end to the

Contractual Term unless the first person to exercise a right of renewal (as referred to in

clause 28.7(b)) in relation to the part of the Premises to be comprised in the Subsequent Lease

does so after that date in which case the Renewal Notice may be given at any time up to three

(3) months after such right is first exercised but in any event prior to the end of the Contractual

Term.

28.8 The Renewal Notice shall:

(a) be in writing;

(b) state the Renewal Date in respect of which it is served;

(c) if the Subsequent Lease is be for a term of less than fifty five (55) years to specify the length of

such term;

(d) be signed by or on behalf of the Landlord; and

(e) be served by delivering it by hand or sending it by pre-paid first class post or recorded delivery

to the Tenant.

28.9 Renewal of this Lease pursuant to this clause 28 shall be without prejudice to any right or remedy of

either party in respect of any previous breach of the covenants of this Lease including any covenants

expressed to be complied with before the end of the Term.

28.10 For the avoidance of doubt, the Tenant shall not, by virtue of this clause 28, be obliged to take the grant

of a Subsequent Lease which is for part only of the Premises.

29 EXECUTION

The parties have executed this Lease as a deed and it is delivered on the date set out in clause LR1 of

the Particulars.

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SCHEDULE 1

The Premises

The premises known as Archway Tower, Highgate Hill, London comprising the land, buildings, structures

edged red on Plan 1, Plan 2 and Plan 3 (the location of which is shown for indicative purposes only on

Plan 6) including:

(a) (subject to paragraph (i) below) all enclosures, panels, fences and walls save for any forming

part of the Railway Assets and Premises;

(b) all additions, alterations and improvements to those premises during the Term;

(c) (in relation to the land shaded yellow and shaded pink on Plan 2) the airspace above 60.097

metres AOD;

(d) all fixtures and fittings (including the lights located in the underside of the first floor of the

building which illuminate the land shaded yellow and shaded pink on Plan 2 (the "Lights"))

therein (other than tenant's and trade fixtures and fittings);

but excluding:

(e) the Railway Assets and Premises;

(f) (except in relation to the land shaded blue on Plan 3 and the land shaded green on Plan 2) the

airspace above 116 metres AOD;

(g) (in relation to the land shaded blue on Plan 3) the airspace above 65.44 metres AOD;

(h) (in relation to the land shaded green on Plan 2) the airspace above 61.9 metres AOD;

(i) the external surface of the south east face of the wall marked between points X and Y on

Plan 2; and

(j) the subsoil.

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SCHEDULE 2

Rights Granted

The following rights (in common with the Landlord and all others now or hereafter entitled to the like

rights and subject to the terms of this Lease):

1 SERVICES

1.1 The right of free and uninterrupted passage and running of Utilities from and to the Premises through

and along all Conduits and which are now in over or under the Railway Assets and Premises.

1.2 Subject to the prior approval of the Landlord (in accordance with clause 14) as to:

(a) time and duration of entry;

(b) method statement relating to any works proposed to be carried out; and

(c) those parts of the ticket hall within the Railway Assets and Premises to which entry is

permitted,

a right to enter the ticket hall within the Railway Assets and Premises at reasonable times and with

reasonable prior notice (such notice to state the Tenant's purpose for the exercise of this right of entry

and the works required) with or without workmen and others and all necessary equipment for such

period as shall be necessary to inspect, maintain, repair, clean and maintain the Conduits which are

located above the ceiling of such ticket hall and the party wall within such ticket hall PROVIDED THAT:

(i) the Tenant must make good any physical damage caused immediately following

completion of such works to the satisfaction of the Landlord; and

(ii) the Landlord may elect to carry out all or part of Tenant's proposed works in which

case the Tenant will pay and indemnify the Landlord against the cost of the same.

1.3 The right of free and uninterrupted passage and running Utilities from and to the Premises through and

along all Conduits which are now or may hereafter during the Term be in over or under the Adjoining

Premises save for: (i) the Adjoining Development; and (ii) the Excluded Land.

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1.4 A right to enter the Adjoining Premises save for: (i) the Adjoining Development; and (ii) the Excluded

Land, at reasonable times and with reasonable prior notice (such notice to state the Tenant's purpose

for the exercise of this right of entry and the works required) (except in an emergency when no notice

is required) with or without workmen and others and all necessary equipment for such period as shall

be necessary to inspect, maintain, repair, clean and maintain the Conduits which are now or may

hereafter during the Term be in over or under the Adjoining Premises save for: (i) the Adjoining

Development; and (ii) the Excluded Land, making good any physical damage caused as soon as is

practicable to the reasonable satisfaction of the Landlord PROVIDED THAT the Landlord may serve

notice on the Tenant electing to carry out the works the subject of the Tenant's notice itself at the cost

and expense of the Tenant.

2 SUPPORT AND SHELTER

The right of support and shelter from the Adjoining Premises save for: (i) the Adjoining Development;

and (ii) the Excluded Land, and all other easements quasi-easements and rights now belonging to or

enjoyed by the Premises or which may at any time be acquired during the Term for the benefit of the

Premises.

3 RIGHT OF WAY

The right of way granted in the deed of grant dated 20 December 1974 made between (1) London

Transport Executive (2) Jands Property Co Limited and (3) Rodwell Group Limited.

4 RIGHT TO OVERSAIL

For so long as the building on the Premises at the date hereof exists, the right to oversail the airspace

above the land shown coloured orange on Plan 5 with a window cleaning cradle and/or by abseiling at

all times in case of emergency and otherwise at all reasonable times on reasonable notice (given in

accordance with clause 14) with or without workmen and others and all necessary ancillary equipment

for such period as shall be necessary and insofar as is reasonably and properly required to comply with

Tenant's obligations in clause 5.1(d) and to carry out and complete any minor works of repair which are

required to the structure of the building on the Premises provided that the Landlord has first approved

a method statement for such oversailing (acting in accordance with clause 14) and that the persons

exercising such rights doing so as expeditiously as reasonably possible with all due diligence causing as

little damage, inconvenience and interference as reasonably practicable to the Landlord or any other

persons deriving title under it and/or any other occupiers of the Adjoining Premises and/or the Railway

Assets and Premises and making good or procuring the making good of any damage to the fabric thereof

thereby occasioned as soon as is practicable to the reasonable satisfaction of the Landlord (acting

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reasonably) PROVIDED THAT if the Landlord has previously approved a method statement for exercise

of the rights granted in this paragraph 4 for cleaning the windows in the building by abseiling and/or

the use of a window cleaning cradle then the Tenant shall not be obliged to notify the Landlord in

accordance with clause 14 each time it intends to use such window cradle or ask for approval of such

pre-approved method statement unless the form of method statement is amended or the Landlord

subsequently notifies the Tenant that it wants reconsider its approval of such method statement or

requests an amendment to such method statement, and if so, the Tenant shall serve notice on the

Landlord and provide a copy of such method statement (as amended if appropriate) for the Landlord's

approval in accordance with the provisions of clause 14.

5 RIGHT TO USE FORECOURT

The right to enter and remain on the land shown cross hatched orange on Plan 3 for such period of time

as is reasonable necessary for the Tenant to comply with its obligation in clause 5.1(f) with or without

workman and others and all necessary appliances and materials making good of any physical damage

caused as soon as is practicable to the reasonable satisfaction of the Landlord SUBJECT TO:

(a) temporary interruption from to time;

(b) the right of the Landlord to suspend this right on written notice to the Tenant (such notice to

state the period of suspension) and during such period of suspension the Tenant shall not be

obliged to comply with its obligations in clause 5.1(f); and

(c) the right of the Landlord to withdraw this right on written notice to the Tenant and after service

of such notice the Tenant shall not be obliged to comply with its obligations in clause 5.1(f).

6 EMERGENCY ACCESS

The right in an emergency to access and egress the Premises on foot only over all such parts of the

Adjoining Premises which abut the Premises and provide access to the adopted highway.

7 SMOKE DUCTS

7.1 The right to keep the Smoke Ducts in the locations shown shaded pink on Plan 1 and Plan 2 SUBJECT

TO:

(a) temporary obstruction from time to time whether as a result of persons outside the control of

the Landlord (including members of the public) or Works undertaken by the Landlord acting as

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Operator in connection with the safety and/or the operation of the Railway Undertaking or the

Railway Assets and Premises and which obstruction cannot otherwise be reasonably avoided;

(b) the right of the Landlord to either:

(i) relocate (at its own cost) the Smoke Ducts to such alternative no less commodious

location which shall first have been agreed with the Tenant (acting reasonably and

without delay) (the "Relocated Smoke Ducts"); or

(ii) replace (at its own cost) the Smoke Ducts with an alternative no less commodious or

more costly to upkeep means of venting smoke from the basement of the Premises

which shall first have been agreed with the Tenant (acting reasonably and without

delay) ("the Alternative Method"),

by notice in writing following completion of all works required to construct the relocated

Smoke Ducts or the Alternative Method (as applicable) to the reasonable satisfaction of the

Tenant (acting reasonably and without delay) and after service of such notice the references

in this Lease to the 'Smoke Ducts' shall be to the Relocated Smoke Ducts or the Alternative

Method (as applicable) or (if the Landlord considers it appropriate) the Tenant will (at the

Landlord's cost) enter into a deed of variation of this Lease in a form that the Landlord requires

(acting reasonably and without delay) and the Tenant (approves acting reasonably and without

delay) to vary clauses 5.1(g) and 17.2 and this paragraph 7 to reflect the Relocated Smoke

Ducts or Alternative Method (as appropriate) and associated obligations.

7.2 The right to enter and remain on the land shown shaded pink on Plan 1 and Plan 2 and such parts of

the Adjoining Premises (excluding the Adjoining Development) as are reasonably and properly required

for such period of time as is reasonably necessary for the Tenant to comply with its obligation in clause

5.1(g) with or without workman and others and all necessary appliances and materials making good of

any physical damage caused to the reasonable satisfaction of the Landlord.

8 TFL LAND

Right of Way

8.1 For so long as the TfL Land is not adopted by an Authority and/or relevant statutory undertaker and/or

relevant body, the right to pass and repass for all purposes and at all times on foot only with equipment

and goods over the land shown shaded green on Plan 5 ("the Green Land").

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Conduits

8.2 For so long as the Conduits are not adopted by an Authority and/or relevant statutory undertaker

and/or relevant body, the right of free and uninterrupted passage and running of Utilities from and to

the Premises through and along all Conduits which are now or may hereafter be in or under the Green

Land which are capable of benefiting the Premises.

8.3 For so long as the Green Land is not adopted by an Authority and/or relevant statutory undertaker

and/or relevant body, a right to enter the Green Land (including footpaths and landscaped areas but

otherwise excluding areas that are otherwise built upon) at reasonable times and with reasonable prior

notice (such notice to state the Tenant's purpose for the exercise of this right of entry and the works

required) (except in an emergency when no notice is required) with or without workmen and others

and all necessary equipment and to remain on for such period as shall be necessary to lay, construct,

inspect, maintain, repair and clean the Conduits which are now or may hereafter be in or under the

Green Land making good of any physical damage caused as soon as practicable to the reasonable

satisfaction of the Landlord PROVIDED THAT if the Tenant fails to make good such damage the Landlord

may serve a written notice on the Tenant to execute to such works as it thinks necessary to make good

such damage (acting reasonably) as soon as reasonably practicable and if the Tenant fails to comply

with such notice the Landlord may itself execute the such works (at the cost and expense of the Tenant)

AND FURTHER PROVIDED THAT the Landlord may serve notice on the Tenant electing to carry out the

works the subject of the Tenant's notice itself at the cost and expense of the Tenant.

Oversailing

8.4 For so long as the TfL Land is not adopted by an Authority and/or relevant statutory undertaker and/or

relevant body and/or for so long as the building on the Premises at the date hereof exists, the right to

oversail the airspace above the TfL Land with a window cleaning cradle and/or by abseiling at all times

in case of emergency and otherwise at all reasonable times on reasonable notice with or without

workmen and others and all necessary ancillary equipment for such period as shall be necessary and

insofar as is reasonably and properly required to comply with Tenant's obligations in clause 5.1(d) and

to carry out and complete any minor works of repair which are required to the structure of the building

on the Premises provided that the Landlord has first approved a method statement for such oversailing

and that the persons exercising such rights doing so as expeditiously as reasonably possible with all due

diligence causing as little damage, inconvenience and interference as reasonably practicable to the

Landlord or any other persons deriving title under it and/or any other occupiers of the TfL Land and

making good or procuring the making good of any damage to the fabric thereof thereby occasioned as

soon as is practicable to the reasonable satisfaction of the Landlord (acting reasonably) PROVIDED THAT

if the Landlord has previously approved a method statement for exercise of the rights granted in this

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paragraph 4 for cleaning the windows in the building by abseiling and/or the use of a window cleaning

cradle then the Tenant shall not be obliged to notify the Landlord each time it intends to use such

window cradle or ask for approval of such pre-approved method statement unless the form of method

statement is amended or the Landlord subsequently notifies the Tenant that it wants reconsider its

approval of such method statement or requests an amendment to such method statement, and if so,

the Tenant shall serve notice on the Landlord and provide a copy of such method statement (as

amended if appropriate) for the Landlord's approval.

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SCHEDULE 3

Rights Excepted and Reserved to Landlord

1 SERVICES

The free and uninterrupted passage and running of Utilities from and to all other parts of the Railway

Assets and Premises and the Adjoining Premises through and along all Conduits and conduits used in

connection with the Railway Undertaking which are now or may hereafter during the Term be in over

or under the Premises together with the right to construct and connect to the same.

2 LIGHT AND AIR

All rights of light air and other easements quasi-easements and rights (but without prejudice to those

expressly herein before granted to the Tenant) now belonging to or enjoyed by the Premises or which

may at any time during the Term be acquired by the Premises from or over the Railway Assets and

Premises or any adjoining or neighbouring land or buildings.

3 SUPPORT AND SHELTER

The right of support and shelter and all other easements quasi-easements and rights now belonging to

or enjoyed by other parts of the Railway Assets and Premises and/or any Adjoining Premises or which

may at any time be acquired during the Term.

4 ENTRY TO PREMISES

4.1 The right to enter upon those parts of the Premises as are necessary (save for the Flats and the 1978

Premises, unless in the case of emergency) with or without workmen and others and all necessary plant,

equipment, tools, appliances and materials and to remain on such parts of the Premises (save for the

Flats and the 1978 Premises, unless in the case of emergency) for such period as shall be necessary:

(a) in order to carry out Works to the Railway Assets and Premises;

(b) for any purpose which is connected with the Railway Undertaking;

(c) the right to construct, connect to and carry out Works to the Conduits and conduits used in

connection with the Railway Undertaking;

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(d) in order to ascertain whether the Tenant is complying or has complied with the Tenant’s

Obligations;

(e) in order to make good any damage or disturbance caused by the exercise of the Tenant’s rights

pursuant to paragraphs 1 and 4 of Schedule 2;

(f) in order to enforce or exercise any of the Landlord’s rights or remedies relating to or provided

for in this Lease;

(g) in all circumstances where the Tenant covenants in this Lease to permit entry; and

(h) for any other purpose mentioned in this Lease including entry by security staff (if any)

employed by the Landlord or its agents at any time by day or night as it or they shall consider

fit;

PROVIDED THAT the Landlord cannot reasonably do so without access to the Premises AND (except

where the Landlord exercises a right of access to the Premises because of a breach or non-performance

of any of the Tenant’s Obligations or to protect the Railway Assets and Premises or the Railway

Undertaking):

(i) such access shall only be obtainable at reasonable times on reasonable prior notice

on reasonable prior appointment (to be arranged with the Tenant not to be less than

five (5) Working Days written notice) except in the case of an emergency when access

shall be permitted at all times and without notice or appointment;

(ii) the Landlord shall use reasonable endeavours to procure that any person exercising

such rights shall cause as little nuisance, damage, disturbance and inconvenience as

reasonably practicable to the Tenant and any persons deriving title under it and/or

any other occupiers of the Premises (having regard to the reason for entry) and shall

make good any physical damage caused to the Premises in the exercise of the rights

as soon as reasonably practicable to the reasonable satisfaction of the Tenant; and

(iii) any person accessing the Premises shall (save in the case of emergency) comply with

the reasonable security requirements of the Tenant or any lawful occupier of the

Premises;

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PROVIDED ALWAYS THAT the Tenant agrees that it shall use reasonable endeavours to ensure that one

of its representatives is made available to provide an appointment on five (5) Working Days’ notice

following receipt of a request under sub-paragraph (i) above.

4.2 The right without notice to the Tenant at any time to close lock and bolt the doors or gates leading to

any railway station of the Landlord (whether or not such doors or gates shall also lead to the Premises)

near or adjoining the Premises for so long and for such periods as the Landlord shall deem requisite or

desirable.

5 WORKS TO AND USE OF RAILWAY ASSETS AND PREMISES AND ADJOINING PREMISES

The right at all times during the Term in such manner as the Landlord may think fit to without reference

to the Tenant or making any compensation to the Tenant:

5.1 to execute, permit or suffer the works set out in clauses 23.1 and 24.3; and

5.2 use or deal with such Railway Assets and Premises and the Adjoining Premises (save for the Excluded

Land),

PROVIDED THAT such right shall be exercised so that any damage caused to the Premises as a result of

the exercise of such rights shall be made good to the reasonable satisfaction of the Tenant at the

expense of the person causing such damage (acting reasonably).

6 AFFIXING OF ITEMS

The right (at the Landlord's cost) to affix any part or parts of the Plant and Machinery, signage, posters,

advertisements and signs (whether illuminated or not) related to the operation of the Railway

Undertaking or Railway Assets and Premises, signage, posters, advertisements and signs (whether

illuminated or not) related to the business of TfL, Conduits, trunking, ductwork, lighting and other

equipment relating to the Railway Undertaking or the Railway Assets and Premises and advertisements

to the Premises in each case (PROVIDED THAT any such part or parts of the Plant and Machinery does

not impose any material additional load on any part of the Premises) to such parts of the Premises as

are first approved in writing by the Tenant (such approval not to be unreasonably withheld or delayed)

and to inspect renew replace maintain and repair the same PROVIDED THAT such rights shall be

exercised so as to cause as little inconvenience of the Tenant as is reasonably practicable having regard

to the paramount importance of the operation of the Railway Undertaking or the Railway Assets and

Premises and any physical damage caused to the Premises as a result of the exercise of such rights shall

be made good to the reasonable satisfaction of the Tenant at the expenses of the person causing such

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damage PROVIDED THAT the Tenant shall be entitled at any time (at the Tenant's cost) to require the

Landlord to relocate such part or parts of the Plant and Machinery subject to the alternative location

for such part or parts of the Plant and Machinery being no less suitable for the Landlord's use and to be

first approved by the Landlord (such approval not to be unreasonably withheld or delayed PROVIDED

THAT it shall be reasonable for the Landlord to withhold its approval where such alternative location

would have an Adverse Effect).

7 REMOVAL OF FINISHES

Where required in connection with the operation of the Railway Undertaking or Railway Assets and

Premises, (at the Landlord's cost) the right to remove finishes and/or Plant and Machinery or other

tenant’s fixtures and fittings provided always that the Landlord shall as soon as practical make good any

physical damage caused to the Premises as a result of such removal to the reasonable satisfaction of

the Tenant (acting reasonably).

8 CRANES

Full liberty and power to transport erect install repair maintain operate and dismantle with all necessary

and usual ancillary works all such cranes as may properly be required by the Landlord in connection

with the Railway Assets and Premises or Adjoining Premises or the Railway Undertaking

notwithstanding that the booms and counterbooms of such cranes shall at various times oversail the

Premises PROVIDED ALWAYS that in exercising such right the Landlord shall comply with all statutory

requirements, codes of practice and safe working procedures relating to the operation of such cranes

in order to protect the Premises and the safety of persons in the vicinity of them and the Landlord shall

indemnify the Tenant in respect of any damage to or destruction of the Premises and all other things in

or on the Premises which are serving or used by the Tenant in connection with the Premises and any

injury to or death of any person resulting from any act, default or negligence of the Landlord, its

employees or contractors in the exercise or purported exercise of this right.

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SCHEDULE 4

Title Matters

1 The matters contained in or referred to in the registers of Title Number NGL770955 as at 19 December

2014 so far as they affect the Premises.

2 The 1978 Lease and all interests granted out of it.

3 Any agreement or undertaking in respect of and affecting the Premises, whether or not also affecting

other property, pursuant to:

(a) section 106 of the Town and Country Planning Act 1990;

(b) section 111 Local Government Act 1972;

(c) sections 38 or 278 Highways Act 1980;

(d) section 104 Water Industry Act 1991 or any other provision of similar intent, within the

meaning of the Water Act 1989, with an appropriate authority for the supply of water or the

drainage of surface or foul water from the Premises; or

(e) any agreement with an appropriate authority or utility company relating to the passage or

transmission or gas, water, electricity, foul or surface water drainage or any of them;

and includes without prejudice to the generality of the foregoing, the Unilateral Undertaking.

4 The Deed of Easement.

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SCHEDULE 5

Event of Insolvency

1 EVENT OF INSOLVENCY

1.1 An Event of Insolvency occurs if, in relation to any person:

(a) that person is a company and:

(i) it enters into a voluntary arrangement under Part I of the 1986 Act or it enters into a

scheme of arrangement with its creditors in satisfaction or composition of its debt;

(ii) it goes into administration under Part II of the 1986 Act;

(iii) a receiver or manager, including an administrative receiver, is appointed whether

under Part III of the 1986 Act, under the 1925 Act or otherwise;

(iv) a resolution to wind-up is passed or a provisional liquidator is appointed or a winding-

up order is made under Part IV of the 1986 Act unless for the purpose of a solvent

amalgamation or reconstruction of the company;

(v) a scheme of arrangement is made under section 425 Companies Act 1985 (other than

for the purposes of a solvent reorganisation); or

(vi) it is struck off the register of companies or otherwise ceases to exist;

(b) that person is an individual and:

(i) an interim order or voluntary arrangement is made under Part VIII of the 1986 Act in

respect of that individual;

(ii) a trustee in bankruptcy is appointed or the individual is otherwise declared to be

bankrupt;

(iii) the individual enters into a deed of arrangement or composition with his or her

creditors;

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(iv) a receiver is appointed under the Mental Health Act 1983 or the individual becomes

incapable of managing his or her affairs; or

(v) the individual dies;

(c) that person is a member of a partnership and:

(i) the partnership enters into a voluntary arrangement under Part II of the 1994 Order;

(ii) an administration order is made under Part III of the 1994 Order in respect of the

partnership; or

(iii) a winding up order is made under Parts IV or V of the 1994 Order in respect of the

partnership; or

(iv) that person is incorporated or resident in a jurisdiction outside England and Wales

and any event or circumstance occurs which under the laws of that jurisdiction has an

analogous or equivalent effect to any of the events in this Schedule 6.

2 JOINT LIABILITY

2.1 Where two (2) or more persons form a party to this Lease, an Event of Insolvency occurs where any one

or more of those persons suffers an Event of Insolvency.

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SCHEDULE 6

Obligations of a Guarantor

1 DEFINED TERMS

1.1 In this Schedule 6, the following words and expressions have the following meanings:

Event of Default one or more of the following:

(a) the disclaimer of this Lease by the Crown or by a liquidator

or trustee in bankruptcy of the Tenant;

(b) if the Tenant is a company, the Tenant is struck off the

register of companies or otherwise ceases to exist; or

(c) the forfeiture of this Lease by the Landlord.

New Lease a lease:

(a) for a term beginning on the date on which the Event of

Default occurred and ending on the date when the

Contractual Term would have ended; and

(b) otherwise containing the same terms, conditions and rents

as this Lease.

2 OBLIGATIONS

2.1 The guarantor guarantees to the Landlord that the Tenant will comply with the Tenant’s Obligations

throughout the period during which the Tenant will be bound by the Tenant’s Obligations pursuant to

the 1995 Act. This guarantee:

(a) is given by the guarantor as primary obligor, and not only as guarantor; and

(b) includes an independent obligation both to comply with the Tenant’s Obligations if they are

breached and to indemnify the Landlord against that breach.

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2.2 The guarantor agrees that the Landlord may make a claim under this guarantee and indemnity without

first making a claim against the Tenant.

2.3 The guarantor is to pay all sums due to the Landlord under this guarantee and indemnity without any

legal or equitable set-off, counterclaim or deduction.

3 CONTINUATION OF THE GUARANTEE

3.1 The obligations of the guarantor are not to be released by:

(a) any delay or neglect by the Landlord in enforcing the Tenant’s Obligations or any time allowed

by the Landlord for their performance;

(b) any refusal by the Landlord to accept the payment of the rents in order to avoid waiving a

breach of the Tenant’s Obligations;

(c) any variation of the terms of this Lease including, without limitation, any variation in the

procedure for the review of the rent reserved by this Lease or any agreement for a stepped

rent on such review;

(d) the surrender of any part of the Premises;

(e) any Event of Default;

(f) any legal limitation, immunity, disability, incapacity or other circumstances relating to the

Tenant, whether or not known to the Landlord; or

(g) anything else which would have released the guarantor whether by the variation of the

Tenant’s Obligations or by the conduct of the parties.

4 NEW LEASE

4.1 If an Event of Default occurs and within six (6) months of the Landlord receiving notice of the Event of

Default the Landlord serves written notice on the guarantor requiring the guarantor to accept the grant

of a New Lease, the guarantor is to:

(a) enter into any licence required for the grant of the New Lease on the terms required by the

Landlord;

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(b) execute and deliver to the Landlord a counterpart of the New Lease; and

(c) pay the Landlord’s proper legal costs and agents’ costs for preparing and completing the New

Lease and obtaining any licence required by the Landlord.

4.2 Where there is more than one guarantor the Landlord may require any one or more of them to accept

the grant of the New Lease and the grant of the New Lease is not to release the guarantors from any

accrued liability under this Schedule 6.

4.3 If, following an Event of Default, the guarantor ceases for any reason to be liable under the guarantee

and indemnity and the Landlord does not serve notice on the guarantor requiring the guarantor to

accept the grant of a New Lease then the guarantor is to pay to the Landlord on demand:

(a) sums equal to those which would have been payable under this Lease but for the Event of

Default for the period of six (6) months from and including the date of the Event of Default or,

if earlier, until the date on which the Landlord re-lets the Premises; and

(b) the proper and reasonable costs legal and agents’ fees and expenses incurred by the Landlord

on any re-letting of the Premises together with all VAT on those fees and expenses which the

Landlord is unable to recover.

5 ADDITIONAL PROVISIONS

5.1 The guarantor is not to claim any rights of subrogation in respect of the obligations guaranteed by the

guarantor and is not entitled to participate in any security held by the Landlord in respect of those

obligations unless and until those obligations have been performed or discharged in full.

5.2 The guarantor is not to claim in competition with the Landlord in the insolvency of the person who is

responsible for complying with the obligations guaranteed and is not to take any security, indemnity or

guarantee from that person in respect of those obligations.

5.3 If any payment made to the Landlord is set aside or avoided under the laws relating to insolvency, the

Landlord may claim under the guarantee in respect of that payment and any settlement, release or

discharge of the obligations guarantee by the guarantor is to take effect subject to this condition.

5.4 Any person who witnesses the sealing of this Lease is to be treated as having signed this Lease for the

purposes of section 2 Law of Property (Miscellaneous Provisions) Act 1989.

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6 VARIATIONS ON ASSIGNMENT AND UNDERLETTING

6.1 Where the provisions of this Schedule 6 are incorporated into any guarantee given to the Landlord on

an assignment of this Lease or the grant or assignment of any underlease, the Landlord may make any

necessary amendments to the terms of this Schedule 6 to meet the particular circumstances in which

the guarantee is given.

7 SUBSTITUTE GUARANTOR

7.1 The Landlord hereby acknowledges that the Tenant and/or Guarantor shall be entitled from time to

time to request that another entity (a "Substitute Guarantor") be substituted for any Guarantor (if

applicable) under this Lease in accordance with the following provisions PROVIDED THAT:

(a) the financial strength of the Substitute Guarantor (being its net asset value assessed in

accordance with UK GAAP or such other appropriate accounts standard as the Landlord may

reasonably determine from time to time for each of its three (3) preceding accounting periods

taking into account also any security offered by the Substitute Guarantor for performance of

its obligations hereunder) is sufficient to enable it to perform the covenants and obligations of

the Guarantor under this Schedule in the reasonable opinion of the Landlord (the "Covenant

Requirement"); and

(b) the Substitute Guarantor is not incorporated or resident in a country outside of the United

Kingdom where there is no treaty for the mutual enforcement of judgments between the

United Kingdom and that country, unless, in relation to such company or entity;

(i) it carries on and maintains a business in the United Kingdom; and

(ii) it has a current bank account in the United Kingdom; and

(iii) it has in the reasonable opinion of the Landlord, sufficient assets in the United

Kingdom to enable it to meet its liabilities under this Lease; and

(iv) it agrees to be bound by the jurisdiction of the English courts; or

(c) the Substitute Guarantor is not a person who enjoys sovereign or state immunity unless a

department body or agency of the United Kingdom Government;

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7.2 If:

(a) such accounts, financial and other information with regard to the Substitute Guarantor as may

reasonably be required by the Landlord to assess whether the Substitute Guarantor satisfies

the Covenant Requirement have been provided to the Landlord; and

(b) the Landlord acknowledges that the Substitute Guarantor meets the Covenant Requirement

(such acknowledgement not to be unreasonably withheld or delayed); and

(c) a deed of covenant duly executed by the Substitute Guarantor which contains the same

provisions as are set out in this Schedule 6 and pursuant to which the Substitute Guarantor

assumed the same obligations to the Landlord as the Guarantor is delivered to the Landlord;

then upon delivery of such deed of covenant and completion of any additional security offered by the

Substitute Guarantor in order to meet the Covenant Requirement the outgoing Guarantor shall from

such delivery be released from any future liability under this Lease.

7.3 If the Landlord shall not have given its written acknowledgement that the Covenant Requirement has

been met within twenty (20) Working Days of having received the relevant information, then the matter

may be referred to an Independent Person for determination in accordance with the provisions of

clause 27 of this Lease.

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SCHEDULE 7

Rental Provisions – Rent Sharing

Part 1


1.1 In this Schedule (and throughout this Lease) the following words and expressions have the following

meanings:

Additional Rent the rent reserved in paragraph 3;

Basic Rent the rent reserved in paragraph 2;

Calculation Date 28 February (or 29 February in a leap year), 31 May, 31 August and

30 November (as applicable) in each year of the Term;

Gross Revenue has the meaning given to it in paragraph 4;

Ground Floor the ground floor of the Premises excluding the 1978 Demised

Premises;

Imputed Gross Revenue Gross Revenue imputed to the Tenant in accordance with Part 5

of this Schedule;

Lettable Area all parts of the Premises which are from time to time either

occupied or used by tenant(s) or intended to be so occupied or

used;

Market Rate has the meaning given to it in paragraph 12;

Occupational Underlease an underlease between (1) Essential Living (Archway) Limited and

(2) Vantage Point Residential Limited of the Premises granted on

the date hereof immediately after the grant of this Lease and

includes any underlease of the whole of the Premises (or the

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whole of the Premises excluding ADO Flats) granted from time to

time pursuant to the terms of this Lease;

Occupational Underlessee the tenant from time to time of the Occupational Underlease;

settled form of Underlease (a) (in relation to all Flats) the Tenant's standard form assured

shorthold tenancy under Part 1 of Chapter II of the Housing

Act 1988 for residential tenants at the Premises in common

use from time to time or a lease on similar terms to an

assured shorthold tenancy save for the requirements of

s.1(1) of the Housing Act 1988 for tenants which are

companies at the Premises in common use from time to

time; and

(b) (in relation to the ground floor of the Premises or other

Lettable Area other than a Flat) such other form of

underlease which complies with the provisions of

paragraphs 13.1(b), 13.1(e) and 13.1(g) of this Schedule

which has been approved by the Landlord (such approval

not to be unreasonably withheld or delayed),

PROVIDED THAT the settled form of Underlease shall contain an

obligation from the lessee to comply with clause 24.1 of this Lease

and it is acknowledged that there may be more than one settled

form of Underlease at any one time;

Statement Date has the meaning ascribed to it in paragraph 6.1 of this Schedule;

Underlease includes an underlease, agreement for underlease, licence or

other arrangement of whatever description granting or

authorising use, possession, occupation or enjoyment of the

whole or any part of the Premises to which this Lease or the

Occupational Underlease is the immediate reversionary interest

(but does not include an Occupational Underlease, any ADO Lease

or any other sub-underlease or remoter interest) and

"Underlease", "Underlessee", "Underlet" and "Underletting" are

to be construed accordingly; and

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Part 2

Reservation of Rents

2 RESERVATION OF BASIC RENT

2.1 The yearly Basic Rent reserved to the Landlord is as follows:

Period Basic Rent

Term Commencement Date to day before 25th

anniversary of that date

£41,100

25th anniversary of Term Commencement Date to

day before 50th anniversary of Term

Commencement Date

£82,200



Commencement Date

£164,400



Commencement Date

£328,800



Commencement Date

£657,600

Year a year of the Term calculated from and including the first Quarter

Day after the Term Commencement Date until the expiry of this

Lease, and "Yearly" is to be construed accordingly. The first Year

shall be the period commencing on the Term Commencement

Date and ending on the day before commencement of the second

Year.

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Commencement Date

£1,315,200

3 RESERVATION OF ADDITIONAL RENT

The Additional Rent reserved to the Landlord is nine percent (9%) of the Gross Revenue.

Part 3

Gross Revenue

4 MEANING OF GROSS REVENUE

4.1 "Gross Revenue" means all revenues derived by the Tenant (or whilst the Occupational Underlease

subsists, the Occupational Underlessee) from Underleases and includes:

(a) rents, licence fees or other monies of whatever description by way of income;

(b) loss of rent insurance (if any);

(c) interest payable pursuant to the terms of the Underlease on any late payment of sums due or

other sums payable in respect of loss of mesne profits;

(d) sums for the variation or surrender of an Underlease; and

(e) contributions by or reimbursements to the Tenant (or Occupational Underlessee as applicable)

of service charges, insurance premiums or outgoings defrayed or to be defrayed by the Tenant

(or Occupational Underlessee as applicable) in relation to the Premises;

but, subject to paragraph 4.4, does not include:

(f) any sums referred to in paragraphs 4.1(a) to 4.1(e) (inclusive) derived from any Underlease of

the 1978 Demised Premises PROVIDED THAT if an Underlease demises the 1978 Demised

Premises and the whole or part of the Ground Floor, a fair and reasonable apportionment (as

determined by the Tenant and approved by the Landlord (acting reasonably and without

delay)) of the sums derived with reference to the extent of the Premises demised shall be made

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and to the extent such sums are apportioned to the 1978 Demised Premises shall be excluded

from the revenues referred to in paragraphs (a) to (e) (inclusive) of this definition;

(g) revenue to which the Tenant (or whilst the Occupational Underlease subsists, the Occupational

Underlessee as applicable) may be entitled but which has not been received or recovered;

(h) any VAT on any sum;

(i) any premiums received by reference to the grant of ADO Leases;

(j) any rent, contributions or reimbursements of service charges, insurance premiums, outgoings

or any other sums due pursuant to the terms of any ADO Leases;

(k) contributions by or reimbursements to the Tenant (or Occupational Underlessee as applicable)

towards the Maintenance and Lifecycle Fund;

(l) any sums received for the provision of the services by the Tenant (or Occupational Underlessee

as applicable) which would not in the ordinary course be provided by a buy to let landlord at

the date hereof and/or for which a separate agreement for the provision of such service(s) is

entered into including without limitation:

(i) laundry and dry cleaning services;

(ii) domestic cleaning services;

(iii) babysitting services;

(iv) dog walking services;

(v) business services (to include printing);

(vi) external storage services (other than at the Premises);

(vii) bike, car & van hire services;

(viii) health fitness and educational class services (such as pilates, yoga, and flower

arranging);

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(ix) bulk waste removal services;

(x) gym and health club induction fees;

(xi) administration and abortive charges incurred in connection the grant of an

Underlease, an abortive proposed Underlease and/or which relate to the provision of

services pursuant to this paragraph (l);

(xii) check in and inventory check;

(xiii) check out and inventory check;

(xiv) payment of council tax;

(xv) payment of TV licence;

(xvi) payment for the supply of electricity, heating and hot water, water, gas and other

utility charges in respect of Lettable Areas;

(xvii) removal and packing services;

(xviii) furniture rental services;

(xix) television package;

(xx) telephone landline services;

(xxi) broadband (wi-fi) services;

(xxii) contents insurance; and

(xxiii) repairs and maintenance charges for general maintenance and repair to Lettable

Areas which are in the nature of caretaker services;

(m) moneys held as deposit or security for obligations to pay rent and other sums until such time

as such moneys are taken by the Tenant and applied to remedy any failure to pay rent; and

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(n) moneys received as damages including sums taken from moneys held as deposit or security for

any breach of covenant other than non-payment of rent.

4.2 In calculating Gross Revenue the Tenant shall be entitled to deduct from monies received from

Underlessees in payment of an all inclusive rent sums which are properly attributable to the provision

of services referred to in paragraph 4.1(l).

4.3 Unless otherwise excluded from sums used to calculate Gross Revenue pursuant to paragraph 4.1(j)

and/or 4.1(k), in calculating the Gross Revenue the Tenant shall be entitled to deduct from the Gross

Revenue an amount equal to the amount set aside or otherwise contributed to the Maintenance and

Lifecycle Fund in accordance with the terms of this Lease as and when set aside.

4.4 Any receipt which accrues over or relates to a period is to be treated, if apportionment is necessary, as

accruing from day to day throughout the period to which it relates, and is apportionable in respect of

time accordingly.

4.5 Imputed Gross Revenue is included in Gross Revenue in the circumstances described, and in the manner

required, in Part 5 of this Schedule.

4.6 Gross Revenue is to be treated as if it were received by the Tenant notwithstanding any assignment,

charge or other divestment of income from the Premises made by the Tenant.

4.7 An item of Gross Revenue counted under one head is not to that extent to be counted under another.

4.8 Any payments received by the Tenant from the Occupational Tenant are to be ignored for the purpose

of calculating the Gross Revenue.

Part 4

Payment of Rent, Account, Interest and Information

5 RENT PAYMENTS

5.1 The Basic Rent is payable by quarterly instalments in advance on the Quarter Day, the first of such

payments (or a proportionate part) being made on completion of this Lease for the period from

2016 to 28 September 2016.

5.2 The Additional Rent (if any) is payable:

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(a) in the first Year (and thereafter until the Gross Revenue received in the first Year has been

agreed or determined under this Schedule) by quarterly payments in arrear on the Quarter

Day; and

(b) for the remainder of the Term by quarterly instalments in advance on the Quarter Day.

5.3 Payment of Additional Rent due on a Quarter Day in the first Year and thereafter until the Gross

Revenue received in the first Year has been agreed or determined under this Schedule is to be made

with respect to Gross Revenue received by the Tenant, or anyone authorised to do so on its behalf, on

or before the Calculation Date which has not previously been taken into account under this paragraph

5.3.

5.4 From the date when the Gross Revenue received in the first Year (and therefore the Additional Rent for

the first Year) has been agreed or determined under this Schedule, payment of Additional Rent due on

each Quarter Day thereafter shall be one quarter of the amount of the Additional Rent for the last

preceding Year for which it has been agreed or determined under this Schedule.

5.5 Imputed Gross Revenue is to be treated as having been received by the Tenant on the first day of the

Quarter.

5.6 Until the Additional Rent for the first Year has been agreed or determined under this Schedule the

Tenant will upon making a payment of Additional Rent deliver to the Landlord with respect to the period

up to the Calculation Date a summary of:

(a) the Gross Revenue received;

(b) Gross Revenue outstanding;

(c) arrears of Gross Revenue from any previous Quarter since recovered and arrears still

unrecovered;

(d) other receipts derived by the Tenant (or whilst the Occupational Underlease subsists, the

Occupational Underlessee) from Underlessees not comprising Gross Revenue;

(e) Imputed Gross Revenue; and

(f) interest due under paragraph 7.

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5.7 The first payment of any Additional Rent, or a proportionate part, is to be made on the first Quarter

Day after the date of this Lease.

5.8 The Basic Rent and Additional Rent are exclusive of any VAT that may be chargeable in respect of them.

6 YEARLY ACCOUNT FOR ADDITIONAL RENT

6.1 The Tenant will deliver to the Landlord a statement on the second Quarter Day after the end of a Year

(the "Statement Date"), which:

(a) sets out with respect to the Year just ended Gross Revenue received, arrears of Gross Revenue

and any other relevant information including the services provided with respect to the

calculation of Additional Rent of that Year ("the Gross Revenue Report"); and

(b) is certified by the Tenant as being true and accurate,

6.2 The Landlord may by notice in writing given within twenty (20) Working Days of receipt of the Gross

Revenue Report require it to be certified by an accountant qualified to act as a statutory auditor of a

registered company under (and as defined in) Part 42 of the Companies Act 2006.

6.3 The cost of an accountant certifying the Gross Revenue Report pursuant to paragraph 6.2 shall be

payable by the Landlord unless there is a five percent (5%) or greater difference between the amounts

detailed in the Gross Revenue Report certified by the Tenant and the Gross Revenue Report certified

by the accountant, when the cost shall be payable by the Tenant.

6.4 The amount of any item comprising Gross Revenue as detailed in any Gross Revenue Report which has

been certified by an accountant pursuant to paragraph 6.2 above shall be final and binding on the

parties save in the case of manifest error and shall not otherwise be capable of referral to an expert for

determination in accordance with paragraph 6.6 below.

6.5 Such sum by way of adjustment to the aggregate amount paid by the quarterly instalments for the Year

as is shown to be necessary by the Gross Revenue Report (certified by the accountant if the Landlord

served a notice in accordance with paragraph 6.2 or certified by the Tenant in accordance with

paragraph 6.1 if no such notice has been served) is to be paid by the Tenant on the Quarter Day referred

to in paragraph 6.1.

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6.6 Save as provided for in paragraph 6.4, in the case of disagreement between the Landlord and the Tenant

as to the amount of the Additional Rent or the basis upon which it has been calculated the issue is to

be referred for determination by an Independent Person under clause 27 of this Lease.

7 INTEREST

The Tenant will pay to the Landlord interest at the Default Rate on the Basic Rent, the amount of the

Additional Rent, adjustments and other monies, which are payable but not paid by the Tenant within

seven (7) days of a Quarter Day, for the period beginning on the relevant Quarter Day, and ending on

the date of payment of such amount by the Tenant to the Landlord.

8 TENANT'S DUTY TO NOTIFY

The Tenant will on each Quarter Day notify and give all material information to the Landlord of:

8.1 the grant of an Underlease, the Gross Revenue reserved by and the date upon which the Tenant first

becomes entitled to recover such Gross Revenue;

8.2 the revision of Gross Revenue under an Underlease;

8.3 the surrender or any variation of an Underlease affecting Gross Revenue;

8.4 the default of an Underlessee with respect to the payment of Gross Revenue; and

8.5 the occurrence of any circumstance which would entitle the Landlord to Imputed Gross Revenue,

for the preceding Quarter.

Part 5

Imputation of Gross Revenue

9 CIRCUMSTANCES GIVING RISE TO IMPUTATION

9.1 This Part of this Schedule applies on the occurrence of a breach by the Tenant of its obligations under

this Lease in consequence of which the total Gross Revenue is for any period (in the Landlord's

reasonable opinion) either reduced by greater than or equal to five percent (5%) of the Market Rate for

the Flats (excluding all Flats in respect of which an ADO Lease has been granted) and/or the Ground

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Floor (to the extent any part of the Ground Floor is subject to an Underlease (other than an Underlease

entered into in connection with the provision of services to or operated for the benefit of Underlessees

of the Flats) or eliminated.

9.2 The Landlord is not entitled to invoke the provisions of this Part 5 and impute a Market Rate in respect

of:

(a) any Underlease entered into in connection with the provision of services to; or

(b) any Lettable Part which is operated by the Landlord or any third party for the benefit of,

Underlessees of the Flats.

9.3 The Landlord is entitled to invoke these provisions at any time within six (6) months after:

(a) the occurrence of the Tenant's breach; or, if later

(b) the Landlord first became aware of the occurrence of the Tenant's breach.

9.4 The Landlord may only invoke these provisions by giving notice to the Tenant to that effect within the

time limit set in paragraph 9.3, specifying the circumstance giving rise to the Landlord's right to do so,

the whole or part of the Premises or (as the case may be) the Flat to which it relates, and the Market

Rate it claims for the Imputed Gross Revenue.

9.5 A notice invoking these provisions will be effective for the full period during which the circumstance to

which it relates has the effect of reducing or eliminating Gross Revenue.

10 IMPUTATION OF GROSS REVENUE

10.1 On the exercise by the Landlord of its rights in paragraph 9:

(a) the receipt of Gross Revenue at the Market Rate shall be imputed to the Tenant; but

(b) any Gross Revenue actually received by the Tenant shall be taken out of account,

with respect to the whole or part of the Premises or Flat (as the case may be) in relation to which the

Landlord has exercised the rights, for the period beginning on the date of the occurrence of the

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circumstance and continuing for so long as the relevant circumstance has the effect of reducing or

eliminating Gross Revenue.

10.2 If the provisions of paragraph 10.1 continue in operation for so long that the Imputed Gross Revenue

would fall to be reviewed upon the principles applying to the assessment of the Market Rate, then:

(a) so often as would be the case, the Imputed Gross Revenue is to be reviewed and, if it should

be higher, increased to the Market Rate at the time of such review; and

(b) the times of review are to be computed as if the date of occurrence of the relevant

circumstance in paragraph 10.1 were the date of the commencement of the term of the

Underlease assumed for the purpose of establishing the Market Rate.

11 DETERMINATION OF IMPUTED GROSS REVENUE

11.1 The Landlord and the Tenant must endeavour to agree the amount of the Imputed Gross Revenue in

accordance with paragraph 10 but if they cannot or do not do so, the amount is to be is to be referred

for determination by an Independent Person under clause 27 of this Lease.

11.2 If it is agreed or determined that the Gross Revenue actually receivable by the Tenant is less than five

percent (5%) below the Imputed Gross Revenue then this Part of the Schedule, apart from this

paragraph 11, is to cease to operate, and treated as never having operated, in relation to the occurrence

of the circumstance in respect of which the Landlord has purported to exercise its rights.

11.3 If it is agreed or determined that the Gross Revenue actually receivable by the Tenant is greater than

or equal to five percent (5%) below the Imputed Gross Revenue or eliminated the Tenant shall pay the

cost of determining the Imputed Gross Revenue.

11.4 If it is agreed or determined that the Gross Revenue actually receivable by the Tenant is less than five

percent (5%) below the Imputed Gross Revenue the Landlord shall pay the cost of determining the

Imputed Gross Revenue.

12 MEANING OF MARKET RATE

Market Rate the yearly rental value having regard to the market rental values of

the Flat in question or the relevant part of the Ground Floor (as the

case may be) available to be let with vacant possession as between

a willing landlord and a willing tenant for the Flat or the relevant

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part of the Ground Floor (as applicable) at the date of grant of the

Underlease(s) in question (or if there is no such Underlease, at the

date on which the market rental value is being assessed) at Arm's

Length:

(a) (in relation to Flats) let for a term equal to the Underlease of

the Flat in question, or if there is no such Underlease, for a

term equal to the average of the terms of the Underleases

then subsisting at the Premises in either case without a

premium;

(b) (in relation to the Ground Floor) let on a short term

occupational lease on terms which could be obtained by a

reasonable landlord for the demised area of the Ground Floor

given the prevailing market conditions;

(c) (in relation to the Flats) containing such other provisions as are

contained in the settled form of Underlease (other than

provisions (if any) relating to the provision of services the

payment for which does not constitute Gross Revenue); and

(d) (in relation to both the Flats and the Ground Floor) complying

with the provisions of paragraphs 13.1(b), 13.1(e) and 13.1(g)

of Part 6 of this Schedule.

Part 6

Tenant's Covenants

13 UNDERLEASES

13.1 The Tenant covenants with the Landlord with respect to the grant of Underleases:

(a) not to Underlet otherwise than at Arm's Length at a rent equal to the Market Rate at the time

of the grant of the Underlease;

(b) not to reserve or take a premium or fine;

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(c) not to underlet except in a settled form of Underlease;

(d) not to make any rent free or concessionary rental allowance to the Underlessee save to the

extent such concessions are current in the market or, in the case of the grant of Underlease(s)

of more than one Flat, to the extent such concession shall be appropriate to reflect the number

of Underleases being entered into;

(e) to reserve payments of rent quarterly or more frequently, in advance throughout the term of

the Underlease and (in relation to a settled form of Underlease of a Flat) to include provisions

for the payment of outgoings, insurance premiums and service charges whether or not they

are reserved separately by way of additional rent;

(f) to Underlet all Flats and the ground floor of the Premises whether the whole or part only (each

on separate lettings unless otherwise agreed with the Landlord acting reasonably) on terms

and conditions in all material respects the same as those in the settled form of Underlease;

and

(g) not to Underlet the Flats or any part of the ground floor of the Premises for a term greater

than or equal to twenty-one (21) years

PROVIDED THAT the obligations in paragraphs 13.1(a) and 13.1(d) shall not apply to:

(i) an Underlease of the 1978 Demised Premises only; and/or

(ii) an Underlease of any part of the Premises entered into in connection with the

provision of services to or operated for the benefit of the Underlessees of the Flats.

13.2 Paragraph 13.1 shall not apply in relation to ADO Leases granted under Schedule 8.

13.3 Paragraph 13.1 shall not apply in relation to any underlease granted under clause 10.1(c);

13.4 Paragraph 13.1 shall not apply in relation a grant of a lease of:

(a) an electricity substation; or

(b) any plant room or rooms to an energy supply company responsible for the provision of hot

water, electricity or other energy to the Premises.

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SCHEDULE 8

ADO Leases

Part 1


In this Schedule (and throughout this Lease) the following words and expressions have the following

meanings:

ADO Flat a Flat the subject of an ADO Notice;

ADO Lease an underlease granted for a term of more than seven (7) years

for a premium and at an annual rent being a fair and reasonable

proportion of the Basic Rent (based on square footage of the

relevant ADO Flat in proportion to the Lettable Area of the

Premises as a whole) and otherwise on:

(a) such terms as the Tenant shall reasonably require;

(b) complying with the provisions of paragraphs 3.1(c), (d)

and (e) of Part 3 of this Schedule;

(c) imposing such covenants, obligations, restrictions on the

part of the landlord and tenant of such lease and such

rights, easements and reservations as appropriate for a

lease granted at a premium of a residential block of flats

from time to time; and

(d) imposes an obligation on the tenant of such lease to

comply with provisions clause 24.1 of this Lease,

and includes an agreement to grant such underlease and "ADO

Lease" and "ADO Lessee" are to be construed accordingly;

ADO Notice the meaning given in paragraph 2.1 of this Schedule;

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ADO Notice Date the date of service of the relevant ADO Notice;

Breach Period has the meaning ascribed to it in paragraph 2.8;

Market Value the market price reasonably obtainable in the market for a Flat

let or to be let on the terms of the ADO Lease as at the date of

the Market Value Assessment assuming:

(a) each Flat is Disposed of by way of an ADO Lease;

(b) each Flat is Disposed of to a willing buyer at Arm's Length;

(c) the sale is with vacant possession;

(d) that no account is taken of any additional bid by a buyer

with a special interest; and

(e) that both parties to the transaction had acted

knowledgeably prudently and without compulsion;

Market Value Assessment an assessment of the Market Value of the ADO Flats prepared

by a Residential Agent;

Payment Date eight (8) Working Days after the Trigger Date or if later the date

of agreement or determination of the Sales Overage Amount,

as agreed and/or determined in accordance with paragraph 8

of Part 3 of this Schedule;

Proceeds of Sale the sale prices for each Flat paid by the first buyers for a Trigger

Event;

Residential Agent a reputable residential sales agent with at least 5 years'

experience in valuing a similar product in a similar location, of

good standing and accredited by the National Association of

Estate Agents (or similar body) whose identity shall be agreed

by the Landlord and the Tenant (both acting reasonably);

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Sales Overage any payment due to the Landlord in accordance with the terms

of this Schedule;

Sales Overage Amount thirteen percent (13%) of the Sale Proceeds;

Sales Proceeds the Proceeds of Sale (expressed in pounds sterling) actually

received as a result of a Trigger Event;

settled form of ADO Lease the form of ADO Lease as proposed by the Tenant and

approved in accordance with the provisions of this Schedule;

Solicitors' Undertaking an undertaking substantially in the form of Part 4 of this

Schedule or such other mechanism as shall provide the same

security for the payment of the Sales Overage as may be

proposed by the Tenant and agreed by the Landlord (acting

reasonably);

Statement a written notification issued by the Tenant showing in respect

of each of the Flats which are to be sold the Tenant's calculation

of any Sales Overage;

Suspension Period in relation to each ADO Flat the period from (and including) the

ADO Notice Date until the earliest of:

(a) the expiry of the term (or sooner determination

(howsoever determined)) of the ADO Lease;

(b) the date of a Withdrawal Notice; and

(c) the date of a Suspension Termination Notice;

Suspension Termination Notice the meaning given in paragraph 2.7 of this Schedule;

Suspension Warning Notice a notice served on the Tenant by the Landlord specifying the

Tenant's breach of its obligations in paragraph 2.5 and the ADO

Flats the subject of such breach;

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Trigger Event the grant of an ADO Lease;

Withdrawal Notice the meaning given in paragraph 2.4 of this Schedule; and

Withdrawn Flats the meaning given in paragraph 2.4 of this Schedule.

Part 2

2 ADO LEASES

2.1 The Tenant may at any time give a notice (the "ADO Notice") to the Landlord of its intention to Dispose

of a Flat or Flats by way of the grant of an ADO Lease in which case the remaining provisions set out in

this Schedule shall apply in relation to the ADO Flats specified in such ADO Notice.

2.2 All obligations to procure that each ADO Flat is continuously Underlet pursuant to clause 15.1(a) of this

Lease shall be suspended during the Suspension Period.

2.3 The Tenant may from the ADO Notice Date Dispose of or agree to Dispose of any ADO Flat by way of

grant of an ADO Lease for a premium not less than the Market Value specified for such ADO Flat in the

most recent Market Value Assessment and provided it does not receive any payment or premiums

(other than deposits held as stakeholders) or allow any person to part with possession it may enter into

agreements for the grant of an ADO Lease from the ADO Notice Date.

2.4 The Tenant shall be entitled to withdraw an ADO Notice in whole or in respect of one or more ADO Flats

at any time before the grant of an ADO Lease of the relevant ADO Flat or ADO Flats on written notice

to the Landlord. Such notice is to specify the details of the relevant ADO Notice and which ADO Flat(s)

are being withdrawn (the "Withdrawn Flats") (the "Withdrawal Notice").

2.5 The Tenant shall during the Suspension Period market the ADO Flats for sale as soon as reasonably

possible and shall use its reasonable and commercially prudent endeavours to grant ADO Leases of the

ADO Flats as soon as reasonably possible.

2.6 The Landlord shall be entitled to serve a Suspension Warning Notice and following service of a

Suspension Warning Notice the Tenant to is to remedy such breach as soon as reasonably practicable

and in any event within twenty (20) Working Days of the date of the Suspension Warning Notice.

2.7 If the Tenant fails to comply with a Suspension Warning Notice, the Landlord may by notice in writing

to the Tenant specify:

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(a) the ADO Flat to which the notice relates; and

(b) details of the Tenant's breach of its obligations in paragraph 2.5,

terminate the Suspension Period for the ADO Flat the subject of such notice (the "Suspension

Termination Notice") and such notice will be served not less than twenty (20) Working Days after a

Suspension Warning Notice.

2.8

(a) If the Landlord serves a Suspension Termination Notice then the Landlord shall be entitled to

invoke the following provisions of this paragraph as if the Tenant's breach of its obligations in

paragraph 2.5 has eliminated the Gross Revenue for the period from (and including) the ADO

Notice Date until (and including) the date of service of the Suspension Termination Notice (the

"Breach Period").

(b) The Landlord shall be entitled to invoke the following provisions of this paragraph 2.8, within

six (6) months after the service of the Suspension Termination Notice by giving notice to the

Tenant to that effect specifying the circumstance giving rise to the Landlord's right to do so,

the Flat to which it relates and the Market Rate it claims for the Gross Revenue which it

imputes.

(c) On the exercise of the Landlord of its rights in sub-paragraphs (a) and (b):

(i) the receipt of Gross Revenue at the Market Rate shall be imputed to the Tenant; but

(ii) any Gross Revenue actually received by the Tenant shall be taken out of account,

with respect to the Flat in relation to which the Landlord has exercised the right for the Breach

Period.

(d) The Landlord and the Tenant must endeavour to agree the amount of Gross Revenue imputed

in accordance with sub-paragraph (c) but if they cannot do so, the amount is to be referred for

determination by an Independent Person under clause 27 of this Lease.

2.9 If any Suspension Warning Notice served pursuant to paragraph 2.7 is the subject of a dispute and

determined pursuant to clause 27 of this Lease not to have been validly served, then paragraph 2.7, is

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to cease to operate, and treated as never having operated, in relation to the alleged breach of the

Tenant's breach of its obligations in paragraph 2.5.

Part 3

3 TENANT'S COVENANTS

3.1 The Tenant covenants with the Landlord with respect to the grant of ADO Leases:

(a) not to do so or agree to do so except in a settled form of ADO Lease;

(b) not to do so or agree to do so except at Arm's Length and for not less than the Market Value

specified in the Market Value Assessment in relation to the relevant ADO Flat; and

(c) to reserve as rent insurance premium contributions and service charges;

(d) to include a requirement for the lessee under the ADO Lease to contribute a fair and

reasonable proportion towards the Maintenance and Lifecycle Fund;

(e) to require a full repairing liability on the part of the tenant; and

(f) not to complete an ADO Lease except in accordance with the requirements of paragraphs 3.3

and 3.9 (inclusive) of this Part of this Schedule.

3.2 The Tenant covenants to give all material information to the Landlord in relation to any ADO Flat and

its intention to grant ADO Leases including a schedule showing the ADO Flats and in relation to each

ADO Flat:

(a) its net internal area (within the meaning of the Code of Measuring Practice published by the

Royal Institute of Chartered Surveyors (6th Edition)) correct to within three percent (3%);

(b) the price at which such ADO Flat is being marketed; and

(c) as soon as terms are agreed the target date for completion of and the price agreed for the

grant of the ADO Lease.

3.3 Notwithstanding the requirements of paragraph 3.1(b) not to grant an ADO Lease at less than the

Market Value, the Tenant shall be entitled to grant an ADO Lease for less than the Market Value

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specified in the Market Value Assessment for the relevant ADO Flat at Arms' Length by notice in writing

served on the Landlord served not less than five (5) Working Days before the expected date of grant of

an ADO Lease.

3.4 Following service of a Tenant's notice pursuant to paragraph 3.3 the Sales Overage Amount for each of

the ADO Flats specified in such notice shall be deemed to be the greater of thirteen percent (13%) of:

(a) the Sale Proceeds for the relevant ADO Flat; and

(b) the Market Value specified in the Market Value Assessment for the ADO Flat in question.

3.5 At least five (5) Working Days before the expected date of exchange of contracts for the grant of the

ADO Lease the Tenant shall provide the Landlord and the Solicitors for the Tenant with:

(a) a Statement showing the Sales Overage Amount for the ADO Flat concerned;

(b) a certificate that the form of ADO Lease to be granted complies with the requirements of

paragraph 7.1; and

(c) details of the material variations (if any) to any of the requirements detailed in paragraphs

7.1(a) to 7.1(e) (inclusive) as provided for in the settled form of ADO Lease and the form of

ADO Lease to be granted for the Landlord's approval (such approval not to be unreasonably

withheld or delayed).

3.6 The Tenant will procure that on or before each Trigger Event the Solicitors for the Tenant give an

undertaking to the Landlord substantially in the form of the Solicitors' Undertaking before giving any

certificate to the Land Registry lifting the restriction referred to in LR13 in relation to such Trigger Event.

3.7 The Tenant shall procure that the Sale Proceeds are paid to the Solicitors for the Tenant.

3.8 The Tenant shall promptly notify the Landlord of each Trigger Event and shall procure that the Solicitors

for the Tenant pay the Sales Overage Amount to the Solicitors for the Landlord not later than the

Payment Date.

3.9

(a) The Tenant shall not be permitted to grant more than twelve (12) ADO Leases on one day.

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(b) The Tenant shall not be permitted to grant any ADO Leases if the payment of the Sales Overage

Amount in accordance with paragraph 3.8 is outstanding for the grant of more than twelve

(12) ADO Leases (calculated on a rolling basis).

4 DUTY OF GOOD FAITH

Each Party acknowledges that it owes the other a duty of good faith when taking any action or deciding

to refrain from taking any action under the terms of this Schedule.

5 INTEREST

If a Sales Overage Amount has not been agreed or determined under this Schedule by the Trigger Event

such part that is unpaid will bear interest at Base Rate from the Trigger Event to the date it is so agreed

or determined and after that date will bear interest at the Default Rate, both before and after judgment.

6 DISPUTES REGARDING APPOINTMENT OF A RESIDENTIAL VALUER

6.1 The appointment of a Residential Valuer to prepare a Market Value Assessment is to be agreed between

the parties or, in the absence of agreement within two (2) weeks of a request from either party to agree

such appointment following service of an ADO Notice.

6.2 Any dispute over the appointment of the Residential Valuer is to be referred at the request of the

Landlord or the Tenant to the President or other most senior available officer of the Royal Institution

of Chartered Surveyors who, with the right to take such further advice as he may require, may appoint

a surveyor to determine the dispute and the Landlord and the Tenant agree to accept the appointment

of the surveyor.

6.3 The President (or other most senior available officer of the Royal Institution of Chartered Surveyors)

shall be instructed to use his reasonable endeavours to make his decision within two (2) weeks of the

dispute being referred to him.

6.4 The Tenant shall provide necessary information and assistance to enable the Residential Valuer to

assess the Market Value of the Flats the subject of the ADO Lease and to prepare a Market Value

Assessment.

6.5 The Residential Valuer shall be appointed on the basis that:

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(a) he will owe a duty of care to both parties and thirteen percent (13%) of the cost of the

appointment shall be borne by the Landlord and the remainder of such cost to be borne by the

Tenant;

(b) he shall be entitled to consider and take into account his own knowledge and information

about any relevant aspect of the Flats specified in the relevant ADO Notice;

(c) he shall consider each party's own representations and submissions on the other party's

representations (all of which shall be copied by each party to the other but none of which shall

extend to any provision of this Lease) but only to the extent that such representations and

submissions are made to the Residential Valuer within ten (10) Working Days in case of

representations (and a further ten (10) Working Days in case of submissions on the other

party's representation) after the date the Residential Valuer is appointed;

(d) he shall circulate his draft Market Value Assessment (together with his methodology setting

out how he calculated the Market Value) within twenty five (25) Working Days after his

appointment;

(e) he shall consider each party's representations and submissions on the other party's

submissions (all of which shall be copied by each party to the other) concerning the draft

Market Value Assessment but only to the extent that representations and submissions are

made within three (3) Working Days in the case of representations and three (3) Working Days

in the case of submissions on the other party's representations after the date that the draft

Market Value Assessment is circulated under paragraph 6.5(d);

(f) he shall produce his Market Value Assessment within three (3) Working Days after receipt of

the representations and submissions made to him in the timescale permitted under paragraph

6.5(e);

(g) he shall re-issue his Market Value Assessment nine (9) months after the date of the initial

Market Value Assessment and every six (6) months thereafter in relation to any ADO Flat which

has not been the subject of:

(i) an agreement for the grant of an ADO Lease;

(ii) a Withdrawal Notice; or

(iii) a Suspension Termination Notice,

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and will consider each party's representations and submissions on the other party's

submissions (all of which shall be copied by each party to the other) concerning the re-issued

Market Value Assessment but only to the extent that representations and submissions are

made within ten (10) Working Days in the case of representations and ten (10) Working Days

in the case of submissions on the other party's representations after the date that the reissued

Market Value Assessment is circulated under this paragraph;

(h) he shall produce his updated Market Value Assessment within three (3) Working Days after

receipt of the representations and submissions made to him in the timescale permitted under

paragraph 6.5(g);

(i) neither party shall query the Residential Valuer's final Market Value Assessment issued

pursuant to paragraph 6.5(f) and/or 6.5(h) which shall be taken as final and binding for the

purposes of paragraph 2.3; and

(j) another Residential Valuer may replace the Residential Valuer if he dies, becomes unwilling or

incapable of acting or it becomes apparent for any other reason that he will be unable to

determine the matter referred to him within the time periods specified in this paragraph.

7 AGREEING THE FORM OF THE SETTLED ADO LEASE

7.1 The Tenant may at any time and shall within twenty (20) Working Days of the ADO Notice Date provide

the Landlord with its proposed form of ADO Lease for approval (such approval not to be unreasonably

withheld or delayed) and whose approval may not be withheld in relation to a lease which:

(a) reserves an annual rent being a fair and reasonable proportion of the Basic Rent (based on

square footage of the relevant Flat in proportion to the Lettable Area of the Premises as a

whole);

(b) reserves as rent insurance premium contributions and service charges;

(c) includes a requirement for the lessee to contribute a fair and reasonable proportion towards

the Maintenance and Lifecycle Fund;

(d) imposes a full internal only repairing liability on the part of the lessee; and

(e) imposes an obligation on the lessee to comply with clause 24.1(a) of this Lease,

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and which following such approval shall be a settled form of ADO Lease.

7.2 At the same time as the Tenant provides the proposed form of ADO Lease to the Landlord in accordance

with paragraph 7.1 above the Tenant shall provide the proposed form of certificate which states that

the form of ADO Lease to be granted complies with the requirements of paragraph 7.1 for approval

(such approval not to be unreasonably withheld or delayed) and which following such approval shall be

the form of certificate to be provided in accordance with paragraph 3.5(b).

8 ENERGY SUPPLY LEASES

The provisions of this Schedule 8 shall not apply to the grant of a lease of:

(a) an electricity substation which is not for a fine or premium; and

(b) any plant room or rooms to an energy supply company responsible for the provision of hot

water, electricity or other energy to the Premises which is not for a fine or premium.

9 DISPUTES REGARDING THE ADO LEASE

If the Landlord does not agree that the Statement is correct or that the proposed Disposition is the

proper grant of an ADO Lease it may require the matter be determined by an Independent Person in

accordance with clause 27.2(a) but with any amount not in dispute paid in accordance with paragraph

3.

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Part 4

Form of Solicitors’ Undertaking

[To be typed on the headed notepaper of the Conveyancing Solicitors dealing with plot sales]

[Date]

London Underground Limited

Windsor House

42-50 Victoria Street

London SW1H 0TL

Dear Sirs

[] (the “Property”)

We refer to Schedule 8 of a lease of Archway Tower, London between London Underground Limited (“LUL”) (1)

and Essential Living (Archway) Limited (2) dated [[] 2014] (the "Lease")

We undertake that we will hold the Sales Overage Amount which we actually receive on trust for LUL and not

distribute it except in payment of the Sales Overage Amount to LUL not later than the Payment Date.

We undertake to certify compliance with the terms of the restriction referred to in LR13 of the Lease in

accordance with the terms of the Lease.

All capitalised terms in this letter of undertaking bear the same meaning as in the Agreement.

Yours faithfully

………………………………………

Signed for and on behalf of the Conveyancing Solicitors by a partner in the firm of the Conveyancing Solicitors

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SCHEDULE 9

Maintenance and Lifecycle Fund

1 DEFINITIONS

1.1 In this Schedule 9 the following expressions shall have the meanings ascribed to them:

Institution of Civil Engineers shall include any equivalent professional body for Civil Engineers

if the Institution of Civil Engineers shall cease to exist;

Landlord's Nominated Person a person who is a director or other senior officer of the Landlord

or a qualified and practising engineer, accountant or solicitor (who

may be a member of the Landlord's own staff) who is appointed

by the Landlord (and notified to the Tenant and the bank in which

the Lifecycle Account is held) from time to time as being an

authorised signatory for withdrawals from the Lifecycle Account

on behalf of the Landlord and so that there may be up to four

Landlord's Nominated Persons at any one time;

LBS Obligations all of the obligations on the part of the Tenant in this Lease in

relation to the inspection, survey, maintenance, repair, alteration,

replacement or renewal of the Load Bearing Structure (or any part

thereof);

Lifecycle Account a deposit account to be opened by the Tenant in the name of the

Tenant (or in the name of an independent professional trustee

holding for the benefit of the Tenant in accordance with the

provisions of this Schedule) and which is separate from all of the

Tenant's other bank accounts, such account or trust account to be

held in such UK clearing bank as the Tenant shall notify the

Landlord from time to time;

Lifecycle Engineer a civil engineer being a member of the Institution of Civil

Engineers who is appropriately qualified and experienced in

respect of matters similar to the LBS Obligations and who shall be

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appointed by the Tenant and approved by the Landlord (such

approval not to be unreasonably withheld or delayed);

Lifecycle Fund shall mean the monies from time to time standing to the credit of

the Lifecycle Account;

Lifecycle Maintenance Report a report from the Lifecycle Engineer which following all necessary

surveys, inspections and investigations by the Lifecycle Engineer

estimates on a commercially prudent basis the amounts and

timing of all expenditure which is likely to be required in respect

of (or should prudently be accrued towards):

(a) the Regular Maintenance Sum; and

(b) such amount as is required to be paid into and accrued in

the Lifecycle Account on an annual basis throughout the

remainder of such Lifecycle Period so that taking into

account interest, inflation and all other factors which would

normally and properly be included in a prudent cash flow

calculation from time to time, will result in the Make Safe

Amount standing to the credit of the Lifecycle Account as at

the end of the Lifecycle Period;

Lifecycle Period (a) in respect of the Regular Maintenance Sum for the Load

Bearing Structure which is constructed or substantially

renewed or refurbished after the date hereof the period

commencing on the date of expiry of the defects

maintenance period in relation to the works for the

construction, renewal or refurbishment of such Load

Bearing Structure; and

(b) in respect of the Make Safe Amount for the Load Bearing

Structure which is constructed or substantially renewed or

refurbished after the date hereof, the period commencing

on the date of expiry of liability under the collateral

warranties provided to the Landlord pursuant clauses 14.

and 15.7 of the Development Agreement in relation to the

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works for the construction, renewal or refurbishment of

such Load Bearing Structures;

and in all cases ending on the date anticipated in the most up-to-

date Lifecycle Report to be the date by which such Load Bearing

Structures will reach Obsolescence, without prejudice to the

Tenant's general repair and maintenance obligations under this

Lease,

Make Safe Amount shall mean the amount reasonably estimated by the Lifecycle

Engineer in the most recent Lifecycle Maintenance Report as

being the cost of such works which may need to be carried out at

the time when the Load Bearing Structure reaches Obsolescence

in order to prevent or avoid the occurrence of any Adverse Effect

occurring in consequence of such Obsolescence and such works

may include in whole or in part repair, replacement, renewal,

removal or demolition (whichever is the most economical) having

regard to any renewals, replacements, demolition or other work

which has been carried out already. Such amount will include all

proper professional fees and charges at normal commercial rates

which would usually be required in respect of the design and

carrying out of such works and if the Engineer does not agree such

estimate by the Lifecycle Engineer (or the basis upon which it is

calculated) then the matter shall be determined under

paragraph 10 of this Schedule;

Obsolescence the Load Bearing Structure is no longer able to provide the

support or bear the load which it is required to bear from time to

time and therefore needs to be wholly or substantially removed,

rebuilt, strengthened or replaced in order to avoid any Adverse

Effect; and

Regular Maintenance Sum shall mean the annual sum estimated in the most up-to-date

Lifecycle Maintenance Report to be required to be spent in order

to inspect and carry out normal maintenance and repairs (both

regular and reasonably anticipated) to the Load Bearing Structure

in accordance with the Tenant's covenants in this Lease, and

pending preparation of the initial Lifecycle Maintenance Report in

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each case, shall be such sum as to be agreed by both the Landlord

and the Tenant (each acting reasonably).

2 INSPECTIONS AND LIFECYCLE REPORTS

2.1 The Tenant shall procure that the first Lifecycle Maintenance Report is issued by the Lifecycle Engineer

not later than one month before commencement of the Lifecycle Period.

2.2 The costs of carrying out and updating the Lifecycle Maintenance Report (including any inspections,

surveys and investigations) will be borne by the Tenant.

2.3 The Lifecycle Maintenance Report will be addressed to the Landlord as well as the Tenant (and any

other interested party).

2.4 Prior to commencement of the Lifecycle Period for the Load Bearing Structure the Tenant will set up

the Lifecycle Account and the Tenant will ensure that the Lifecycle Account is maintained and operated

throughout the remainder of the Term in accordance with the provisions of this Schedule.

2.5 The Tenant will pay into the Lifecycle Account during each year after commencement of the Lifecycle

Period such sums as are indicated in the most up-to-date Lifecycle Maintenance Report as being

required to be paid into the Lifecycle Account so as to ensure that the Lifecycle Fund is (or accumulates,

so that it becomes) sufficient to meet the amounts and timing of expenditure by the Tenant in order:

(a) to meet the Regular Maintenance Sums for the current year of the Lifecycle Period; and

(b) an amount which will result in a credit balance accumulating during the remainder of the

Lifecycle Period so that the Make Safe Amount in respect of the relevant Load Bearing

Structure has accumulated in the Lifecycle Account at the end of the Lifecycle Period.

2.6 The payments into the Lifecycle Account required pursuant to part (b) of paragraph 2.5 of this Schedule

will be reviewed upon receipt of each Lifecycle Maintenance Report and upon such report being

updated.

2.7 The Tenant shall ensure that the Lifecycle Account shall bear interest at the best rate of interest

reasonably obtainable from time to time for an account of this nature.

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3 WITHDRAWAL OF FUNDS FROM THE LIFECYCLE ACCOUNT

3.1 From time to time the Tenant may withdraw funds from the Lifecycle Account in order to meet the

costs of complying with the LBS Obligations.

3.2 The Tenant shall provide to the Landlord annually (and additionally upon reasonable request but not

more than once per quarter):

(a) an up-to-date bank statement in respect of the Lifecycle Account; and

(b) a statement showing variances in the amounts paid in or withdrawn from the Lifecycle Account

from the amounts estimated in the most up-to-date Lifecycle Maintenance Report and any

further such variances which are anticipated.

3.3 If the release of funds from the Lifecycle Account differs in any material respect from the amounts and

timing estimated in the most up-to-date Lifecycle Maintenance Report on the basis of which the

Tenant's payments into the Lifecycle Account were calculated, then either the Landlord or the Tenant

may request the Lifecycle Engineer to re-calculate and update the amounts and timing of the Tenant's

future payments into the Lifecycle Account so that the Lifecycle Fund continues to accumulate (over a

reasonable period of time) sufficient amounts to meet the levels of expenditure anticipated in the most

up-to-date Lifecycle Maintenance Report and to accumulate towards the Make Safe Amount (or the

Landlord and the Tenant can agree such recalculation themselves) and the Tenant shall adjust its future

annual payments into the Lifecycle Account to accord with such re-calculation.

4 WITHDRAWAL FROM LIFECYCLE FUND BY THE LANDLORD

4.1 The Landlord shall annually (or whenever reasonably requested by the bank in which the Lifecycle

Account is held) provide the names of all the Landlord's Nominated Persons, specimens of their

signatures and such other information as the bank may require so that any two of them (acting

together) are authorised signatories for the purposes of making withdrawals on behalf of the Landlord

from the Lifecycle Account.

4.2 If the Landlord serves on the Tenant at any time during the Term a Repairing Notice pursuant to

clause 5.4 of this Lease and the Landlord exercises its rights to enter and carry out the repairs or other

works required to the Load Bearing Structure in order to avoid an Adverse Effect then the Landlord may

(without prejudice to any other right or remedy of the Landlord but subject to the Landlord giving to

the Tenant not less than ten (10) Working Days prior written notice to this effect save in an emergency

when no notice shall be required) permit the Landlord's Nominated Person to withdraw from the

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Lifecycle Account an amount equal to the expenses reasonably estimated by the Landlord to cover the

cost of carrying out the relevant works to avoid an Adverse Effect and the Landlord will apply the monies

so withdrawn (so far as they will go) in carrying out and completing the relevant works.

4.3 If the amount withdrawn from the Lifecycle Account by the Landlord pursuant to paragraph 4.2 is

insufficient to cover the costs and expenses properly incurred by the Landlord in carrying out the

relevant works then the Landlord may withdraw further monies from the Lifecycle Account to cover

such insufficiency and if the amount previously withdrawn from the Lifecycle Account exceeds the costs

and expenses properly incurred by the Landlord in carrying out the relevant works then the Landlord

shall as soon as reasonably practicable repay the excess into the Lifecycle Account.

4.4 The Landlord shall notify the Tenant in writing within five (5) Working Days of any withdrawal having

been made by the Landlord from the Lifecycle Account (the notice to state the amount withdrawn and

to be accompanied by a copy of the Landlord's estimate of the cost of the relevant works) and after

completion of the relevant works, the Landlord shall promptly supply to the Tenant a copy of all relevant

invoices evidencing such expenditure or in the case of any internal costs of the Landlord such other

evidence as the Landlord may reasonably provide.

5 MORTGAGEE'S PROTECTION

5.1 In the event of the Tenant having mortgaged or charged the benefit of this Lease to a Mortgagee:

(a) the Landlord will give not less than two (2) months written notice to the Mortgagee of its

intention to withdraw monies from the Lifecycle Fund; and

(b) If the Mortgagee executes during the notice period specified in paragraph 5.1(a) a deed (in

such form as is approved by the Landlord, such approval not to be unreasonably withheld) in

which the Mortgagee undertakes to the Landlord to carry out or procure the carrying out of

the relevant works in accordance with the Tenant’s covenants and obligations in this Lease

then the Landlord shall not withdraw the monies from the Lifecycle Account unless such

Mortgagee fails materially to begin and/or complete the relevant works within the timescale

provided for in the relevant Repairing Notice (but calculated from the date when the

Mortgagee has entered into the said deed).

5.2 The provisions of paragraphs 5.1(a) and 5.1(b) shall not apply if the Landlord exercises its rights under

clause 5.4 when the Tenant is in breach of its obligations at clause 5.4 requiring repair or other works

to be undertaken to the relevant Load Bearing Structure in case of emergency or threat to safety.

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6 INTEREST AND TAX

6.1 All interest accruing on the Lifecycle Account shall be retained as part of the Lifecycle Fund.

6.2 All tax payable in respect of the Lifecycle Fund shall be withdrawn from the Lifecycle Account for the

purposes of paying such tax.

7 END OF TERM

7.1 At the end or sooner determination of the Term for whatever reason or (if sooner) upon the Load

Bearing Structure being removed the Landlord shall permit the Tenant to withdraw and retain for its

own benefit absolutely all monies standing to the credit of the Lifecycle Account as soon as shall be

reasonably practicable.

8 REMOVAL OF THE LOAD BEARING STRUCTURE

8.1 If at any time during the Term the Tenant removes the Load Bearing Structure or a part thereof

permanently without replacing it the Tenant may serve notice to this effect on the Landlord whereupon

the Make Safe Amount shall be reduced to reflect such removal and the Tenant's payments into the

Lifecycle Account shall be recalculated accordingly and the Make Safe Amount which has been

accumulated in respect of any part of the Load Bearing Structure which has been so removed will be

released to the Tenant absolutely.

9 PARTS OF THE LOAD BEARING STRUCTURE

9.1 The provisions of this Schedule will be operated separately in respect of:

(a) any part of the Premises which is comprised in an assignment of part of this Lease; and/or

(b) any part of the Premises which is developed as a phase or area separately from the remainder

of the Premises.

10 DISPUTES

10.1 Any dispute or difference which may arise between the Landlord and the Tenant concerning arising out

of or in any way connected with the provisions contained in this Schedule relating to the operation of

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a Lifecycle Account (but not for the avoidance of doubt relating to the rights and obligations of either

the Landlord or the Tenant regarding the carrying out any Works) shall be dealt with as follows:

(a) disputes shall be referred to an independent civil engineer being a member of the Institution

of Civil Engineers agreed upon by the parties or in default of agreement (within fifteen (15)

Working Days of either party requiring the other to consent to the appointment of an

independent civil engineer) appointed at the request of either the Landlord or the Tenant by

or on behalf of the President for the time being of the Institution of Civil Engineers;

(b) any reference to a civil engineer in this paragraph shall if the parties agree in writing within

fifteen (15) Working Days of the civil engineer's appointment be deemed to be a reference to

an expert but shall otherwise be deemed to be a reference to an arbitrator pursuant to the

Arbitration Act 1996 (or any subsequent modification or re-enactment of it);

(c) if the independent civil engineer acts as an expert he shall be appointed on terms under which:

(i) the parties shall be invited to and shall be entitled to submit to him representations

and cross-representations with such supporting evidence as he shall reasonably

consider necessary;

(ii) he shall be required to have proper regard to any representations and cross

representations made in making his decision; and

(iii) he shall be obliged to deliver his decision as an expert in writing giving reasons for his

decision and reference to him shall include authority to determine in what manner

and proportions if any all of the costs of the referral shall be borne;

(d) subject to paragraph 10.1(e) the decision or award of the civil engineer shall be final and

binding on the parties save in the case of manifest error;

(e) the parties agree that either may appeal to the High Court on any question of law arising out

of the civil engineer's award or decision or apply to the High Court to determine any question

of law arising during the reference to the civil engineer;

(f) parties may require the dispute or difference to be referred to a different civil engineer to be

appointed under this paragraph 10.1 if either the Landlord or the Tenant reasonably considers

that the civil engineer appointed to decide the dispute or difference is not appropriately

qualified to determine it; and

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(g) if before the making of his final determination the civil engineer dies or otherwise ceases or

becomes unwilling or unable to act as civil engineer the Landlord and Tenant shall promptly

appoint another civil engineer in accordance with paragraph 10.1.

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EXECUTED as a DEED under the ) COMMON SEAL of LONDON ) UNDERGROUND LIMITED ) in the presence of: ) Authorised Signatory

SIGNED as a DEED on behalf ) of ESSENTIAL LIVING (ARCHWAY) ) LIMITED, a company incorporated ) Authorised Signatory in Jersey by [ ] ) and [ ] being ) persons, who in accordance ) with the laws of that ) territory, are acting under ) Authorised Signatory the authority of the )

Company )

dated 2016 london underground limited (1) and …€¦ · lr5.2 this lease is made under, or by...

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