Schedule 8

Schedule 8 - Replacement Accommodation Lease

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Schedule 8- Replacement Accommodation Lease

DATED I 1

(1) [CAPCO]

(2) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND FULHAM

LEASE of Block [ o] at the (Earls Court Estate] in the London

Borough of Hammersmith and Fulham

Note: This document comprises the Base Lease referred to in Clause 16 and Schedule 8 of the Conditional Land Sale Agreement. The document will need to be reviewed and adapted on a case by case basis to cater for permitted variations under the Conditional Land Sale Agreement, including (without limitation) in connection with:

the joining of a management company as a party to this lease; � the insurance obligations; � and estate regulations; o site specific issues such as the extent of the demise, rights granted and reserved; � access to the demise [separate entrances]; � provision and extent of services.

Note: We suggest using same form of lease for all buildings where the landlord provides the Building Services (whether the lease is for some or all of the units in the building. This lease drafted accordingly to cover Estate Service Charge, Building Service Charge and Caps. Where the Council have all the Units in a Building the demise will include structure and exterior).

ID Pinsent Masons

s]II4If1

Clause Page

PRESCRIBED CLAUSES

1

PARTICULARS

3

1 DEFINITIONS AND INTERPRETATION

4

2 DEMISE, RENTS AND OTHER PAYMENTS

9

3 TENANTS COVENANTS

9

4 LANDLORD’S COVENANTS

16

5 INSURANCE

17

6 PROVISOS

18

SCHEDULE I - PREMISES, RIGHTS AND RESERVATIONS

20

PART 1 - PREMISES

20

PART 2 - RIGHTS GRANTED

20

PART 3- RIGHTS RESERVED

21

PART 4- PREMISES, RIGHTS AND RESERVATIONS

22

SCHEDULE 2 - RENT REVIEW

23

SCHEDULE 3 - THE SERVICES

24

SCHEDULE 4 - PREMISES

31

389679457\g106

LRI. Date of lease

LR2. Title number(s)

LR2.1 Landlord’s title number(s)

LR2.2 Other title numbers

LR3. Parties to this lease

Landlord

[CAPCO] (No[ 1) of/whose registered office is at

) I

Tenant

The Mayor and Burgesses of the London Borough of Hammersmith and Fulham of Town Ha!! King Street London W6 9JU

Other parties

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 as defined in this Lease in Schedule 1 Part 1.

LR5. Prescribed statements etc.

None.

LR6. Term for which the Property is leased

The term as specified in this Lease in the Particulars.

I rv Premium

None,

LRB. 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.

38967945.7\g106 1

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

None.

LR9.3 Landlord’s contractual rights to acquire this lease

None.

LRIO. Restrictive covenants given in this lease by the Landlord in respect of land other than the Property

None.

LRI 1. Easements

LRI 1. 1 Easements granted by this lease for the benefit of the Property

The rights set out in Schedule 1 Part 2.

LRII.2 Easements granted or reserved by this lease over the Property for the benefit of other property

The rights set out in Schedule 1 Part 3.

LRI2. Estate rentcharge burdening the Property

None.

LRI3. Application for standard form of restriction

The parties to this lease apply to enter the following standard form of restriction against the title of the Property:-

"No disposition of the registered estate (other than a charge) 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 the proprietor for the time being of the estate registered under title number [specify title number] [or [their conveyance or specify appropriate details]] that the provisions of Clause [13.16] of the registered lease have been compiled with [or that they do not apply to the disposition]."

LRI4. Declaration of trust where there is more than one person comprising the Tenant

38967945.7\g106 2

PARTICULARS

Date

Landlord

Tenant

Premises

201[

[CAPCO ] (No of/whose registered office is at

The Mayor and Burgesses of the London Borough of Hammersmith and Fulham of Town Hall King Street London W6 9JU

The Premises more particularly described in Part 1 of Schedule 1 known as ** , edged red on the annexed plan [numbered ** ], [forms part of] [comprises all of the residential units in] the Building:

Contractual Term 995 years and three days from and including [the date of this Lease]

Principal Rent £[ I ([ ] pounds) per annum, subject to review in accordance with Schedule 2 [Principal Rent to be a sum equal to £250 x the total number of residential units comprised within the premises and to be calculated in accordance with Clause

[. ] of Conditional Land Sale Agreement]

Review Dates The twenty-fifth anniversary of the commencement of the Contractual Term and every subsequent twenty-fifth anniversary of it

Permitted Use For residential use pursuant to and in accordance with the Planning Permission and all purposes reasonably ancillary to such use and, in relation to any part of the Premises comprising car parking spaces, for the parking of private motor vehicles ancillary to such residential use

Building The land and buildings known as ** , edged blue on the annexed plan [numbered ** ][and registered at the Land Registry under title number ** I.

38967945.7\g106 3

THIS LEASE is made on the date specified in the Particulars

BETWEEN:-

(1) the Landlord; and

(2) the Tenant.

IT IS AGREED as follows:-

1 DEFINITIONS AND INTERPRETATION

1.1 In this Lease:-

"1995 Act" means the Landlord and Tenant (Covenants) Act 1995

"A" means the last monthly figure shown in the last edition of the Index published before the expiry of the preceding Accounting Period

Accounting Period means the year or part of a year ending on 31 March or on such other date as may from time to time be notified by the Landlord to the Tenant

"Amenities" means drainage, water, gas, electricity, telephone and all other services or amenities benefitting the Building or the Premises or the Estate (as the context requires)

"Arbitration" means arbitration in accordance with Clause 6.8

"B" the last figure shown in the last edition of the Index published before the start of the Term being [ ]

"Base Rate" means the base rate from time to time of Barclays Bank PLC or if such base rate ceases to be published then such other comparable interest rate as the Landlord reasonably requires

"Building Common Parts" means the areas and amenities within the Building for use in common by tenants or occupiers of the Building including (without limitation) entrances, stairways, fire escapes, halls and corridors, accommodation for security, porterage and other areas designated from time to time as common parts of the Building as a whole (or as common parts for some only of the Units)

"Building Services" means the services set out in paragraph [ ] of 0

iUUIZ J

"Conducting Media" means gutters, gullies, pipes, sewers, drains, watercourses, channels, ducts, flues, wires, aerials, cables, mains, cisterns, tanks and all other conducting media together with all meters and other apparatus used in connection with them

"Costs" Means reasonable and proper costs, charges, expenses, losses, liabilities, damages, claims, demands, proceedings and actions (as the context requires)

Estate means the Landlord’s estate at [ I [shown for identification only edged blue on the Plan] and any

389679457\g106 4

"Estate Common Parts"

extensions or additions to it.

means the areas and Amenities made available from time to time by the Landlord for use in common by the tenants and occupiers of the Estate including (without limitation) any footpaths, forecourts, car parks, service roads, Estate Roads, landscaped areas, service areas and areas designated for the keeping and collecting of refuse, management and security accommodation, equipment storage accommodation and other features and facilities on the Estate which do not exclusively serve any separate building on the Estate

"Estate Regulations" means the regulations set out in Schedule [4] as may be revised or updated by the Landlord (acting reasonably) from time to time for the management of the Estate [see new Clause 4.6] PM

"Estate Roads" means such unadopted roads and footpaths as now or at any time during the Term are upon or lead into the Estate

"Fixtures and Fittings" means all fixtures and fittings (other than tenant’s fixtures and fittings) in or upon the Building or the Premises which are not for the exclusive benefit of one Unit only including plant and machinery, lifts, boilers, central heating, air conditioning, lighting, plumbing, sanitary and sprinkler systems and any other apparatus for common use which are from time to time in or upon the Building

"Index" means the ’All Items’ figure of the Retail Prices Index published by the Office for National Statistics (or any official publication substituted for it)

"Initial Service Charge" means the sum of ( pounds) [this will be the cap multiplied by the number of secure tenant council units within the Premises plus the uncapped service charge multiplied by the number of leaseholder (non secure tenant) units in the Premises]

"Interest Rate" means interest at the rate of 3 per cent per annum above Base Rate (both before and after any judgment) such interest to be compounded with rests on the Quarter Days

"Landlord’s Costs" means all reasonable and proper costs and expenses paid or incurred or deemed to be paid or incurred by the Landlord or otherwise provided or allowed for in respect of or incidental to all or any of the Services and the Service Costs referred to or listed in [paragraphs 2 and 3 of Schedule 3

"Landlord’s Permission"

"this Lease"

"Legislation"

means the previous approval of the Landlord (such approval save where expressly provided to the contrary is not to be unreasonably withheld or delayed)

means this deed and any deed, document or agreement amending or supplemental to it

means any statute or any order, instrument or regulation made under it, or any notice or order issued by a

389679457\g106 5

government department, the legislative making institutions of the European Union, minister or local public regulatory or other authority

"Licence" means a licence granting the Landlord’s Permission executed as a deed by the Landlord, the Tenant and any Guarantor and being duly dated and containing such covenants as the Landlord reasonably requires

"Managing Agent" means the agent or agents employed from time to time by the Landlord for the management of the Building Common Parts and/or the Estate Common Parts

"Non Secure Tenant Unit" Means a Unit which is not underlet to a Secure Tenant [it is assumed that prior to the grant of this lease the Council will have to indicate how many units will be for non secure tenants]

Outgoings means all existing and future rates taxes duties charges payments assessments and similar outgoings

"Particulars" means the page headed Particulars at the front of this Lease

["Plan" means the plan annexed to this Lease] [Note: Definition to be reviewed once plan or plans are settled]

"Planning Acts" means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990, the Planning and Compensation Act 1991, the Planning and Compulsory Purchase Act 2004 and any other Legislation of a similar nature in force at any time during the Term

"Planning Permission" gov on ti D pertuss1ofl Jor the

th$a

"Retained Parts" means all parts of the Building not intended to form part

of any individual Unit including (but without limitation):

(a) the structure, walls, foundations, doors

and windows and roofs of the Building;

(b) the Building Common Parts;

(c) office, storage and other accommodation

reserved within the Building for the

Landlord’s Personnel;

(d) parts of the Building reserved for the

housing of plant, machinery and

equipment for the supply of utilities or for

the provision of the Services;

(e) all Fixtures and Fittings

389679457\g106 6

(1) the airspace above or surrounding the Building

(g) any cellars or basements at the Building

(h) all Conducting Media or other facilities or services which are used in common by the Building with any other premises or which do not exclusively serve any individual Unit in the Building.

"Quarter Days" means 1 January, 1 April, 1 July and 1 October in every year and "Quarter Day" means any one of them

"Secure Tenant" means a tenant who was immediately prior to the grant of this Lease a tenant of [the Council] pursuant to a secure tenancy (meaning a tenancy granted under the provisions of section

[ ] of the Housing Act 19[ ]

and such tenant was upon the grant of this Lease relocated to a Unit in the Building and it is agreed that the number of Secured Tenants in the Building at the date of the grant of this Lease was []

"Secure Tenant Unit" means a unit forming part of the Premises which continues to be occupied by a Secure Tenant

"Service Charge" means:

1. in respect of each of the Non Secure Tenant Units the Tenant’s Proportion of the Landlord’s Costs; and

2. in respect of each Unit which at the commencement of the relevant Accounting Period is a Secure Tenant Unit the Tenant’s Proportion of the Landlord’s Costs or if less the Service Charge Cap for the relevant type of Secure Tenant Unit

"Service Charge Cap" for the first Accounting Period during the Term the sum of ([ ]) [the initial Service

Charge Cap for each type of Secure Tenant Unit is to be the sum indicated in Table I of Schedule 3] and thereafter in each subsequent Accounting Period the greater of:

(a) the Service Charge Cap for such Secure Tenant Unit for the preceding Accounting Period; and

(b) (the Service Charge Cap for such Secure Tenant Unit for the preceding Accounting Period) x A/B

"Services"

["Superior Landlord"]

["Superior Lease"]

means the Estate Services and the Building Services as set out in Schedule 3

[means the holder of a reversion whether immediate or not to the lease under which the Landlord holds its interest in the Premises]

[means the lease under which the Landlord holds its interest in the Premises and also any leasehold reversion

38967945.7\g106 7

(whether immediate or not) to that lease]

"Tenants Proportion" means a reasonable and proper proportion determined by the Landlord (whose decision shall be final save in the case of manifest error) as reasonable to charge to the Tenant in each Accounting Period to which the statement referred to in paragraph 4.2 of Schedule 3 relates

"Term" means the Contractual Term and the period of any holding over or extension of such term whether by statute, common law or by agreement

"Termination Date" means the date of expiration or sooner determination of the Term

"Unit" means each separate residential unit within the Building

"VAT" means Value Added Tax or any equivalent tax which may be imposed in substitution for it or in addition to it

1.2

In interpreting this Lease:-

1.2.1 the Particulars form part of this Lease and words and expressions set out in the Particulars are to be treated as defined terms;

1.2.2 references to Clauses and Schedules are to Clauses of and Schedules to this Lease and references to a paragraph are to a paragraph of the relevant Schedule unless stated otherwise;

1.2.3 the expression "Landlord" includes the person for the time being entitled to the immediate possession of the Premises on the expiry of the Term;

1.2.4 the expression "Tenant" includes the person in whom for the time being the Tenant’s interest under this Lease is vested;

1.2.5 the expression "Guarantor" includes the personal representatives of any person who may from time to time guarantee the performance of the Tenant’s obligations under this Lease other than pursuant to an Authorised Guarantee Agreement;

1.2.6 reference to a piece of legislation unless stated otherwise includes all prior and subsequent enactments, amendments and modifications relating to that piece of legislation and any subordinate legislation made under it;

1.2.7 references to a "person" include any individual, firm, unincorporated association or body corporate, words importing the singular number include the plural number and vice versa and words importing one gender include all genders;

1.2.8 if the Tenant or the Guarantor is more than one person, any reference to the Tenant or the Guarantor refers to each such person and any obligations of the Tenant or the Guarantor are joint and several;

1.2.9 references to an "act or default of the Tenant" include an act or default of any predecessor or any person deriving title under or through the Tenant, or their respective employees, agents, licensees or visitors;

1.2.10 a covenant by the Tenant not to do any act or thing includes a covenant not to permit or suffer such act or thing to be done;

1.2.11 the words ’include(s)" and "including" are to be construed without limitation;

38967945.7\g106 8

1.2.12 all references to Principal Rent or other sums payable by the Tenant are exclusive of VAT;

1 .2.13 the headings and contents are to be disregarded in interpreting this Lease.

2. DEMISE, RENTS AND OTHER PAYMENTS

2.1 The Landlord lets the Premises to the Tenant for the Contractual Term together with the rights specified in Part 2 of Schedule 1 but except and reserving to the Landlord the rights specified in Part 3 of Schedule 1.

2.2 The Premises are let subject to the matters contained or referred to in the documents listed in Part 4 of Schedule 1.

2.3 The Tenant will pay by way of rent throughout the Term without any deduction, counterclaim or set off:-

2.3.1 the Principal Rent by one annual payment in advance on 1 April each year (or the next working day) the first such payment or a due proportion of it to the 31 March tt&rrer r,, "’ 4 ’ c1tisj.p,anted] becoming due on the date of this Lease;

2.3.2 as further or additional rent the Service Charge payable in accordance with Schedule 3;

2.3.3 [include insurance premiums where the Landlord insures i.e. lease of part] PM

2.3.4 all other sums (including VAT) due under this Lease from the Tenant to the Landlord.

3. TENANT’S COVENANTS

The Tenant covenants with the Landlord:-

3.1 Rent and Payments

3.1.1 to pay the rents reserved by this Lease at the times and in the manner specified;

3.1 .2 if required by the Landlord to pay the rents by banker’s standing order or direct debit;

3.2 Outgoings

12.1 1 to pay the Outgoings payable in respect of the Premises (or where the Premises are not separately assessed a fair proportion as is properly attributable to the Premises) its owner or occupier (except any payable by the Landlord (other than VAT) as a result of receipt of the rents or arising on a dealing of the Landlord’s interest in the Premises) and a fair proportion of any such Outgoings which are assessed in relation to the Premises together with other property;

32.2 to pay for the Amenities exclusively used by the Premises (including all standing charges) .c_.:._ ...: ....... . A .._. L..I_.. .. i... and CU pi Upul LIIJI UI Oily tl II II1I pa y able relation LU thePremises LULI II VVILI

other property;

3.3 Costs

to pay to the Landlord on demand and on an indemnity basis all reasonable Costs which may be properly incurred by the Landlord in connection with (or in contemplation where reasonably necessary of):-

3.3.1 any proceedings under section 146 or section 147 of the Law of Property Act 1925 notwithstanding that forfeiture is avoided otherwise than by relief granted by the Court;

38967945.7\g106 9

3.3.2 the preparation and service of a notice (including a schedule of dilapidations) served under this Lease relating to the repair or condition of the Premises whether during the Term or after the Termination Date;

3.3.3 an application by the Tenant for any approval or consent required by this Lease including where the application is withdrawn or the approval or consent is lawfully refused;

3.3.4 claiming or recovering any arrears of Principal Rent or other sums due under this Lease or in connection with the enforcement or remedying of any breach of the Tenants covenants in this Lease;

3.4

VAT

3.5

3.6

14.1 to pay any VAT chargeable upon the Principal Rent or other sums payable by the Tenant under this Lease provided that the Landlord shall promptly supply to the Tenant a valid VAT invoice;

3.4.2 where the Tenant has agreed to reimburse or indemnify the Landlord in respect of a payment made by the Landlord under the terms of or in connection with this Lease, also to reimburse any irrecoverable VAT paid by the Landlord on such payment provided that the Landlord shall promptly supply to the Tenant a valid VAT invoice;

Interest on Arrears

if any sums payable to the Landlord under this Lease are not paid by the due date (whether demanded or not) to pay the Landlord (without prejudice to any right or remedy of the Landlord) interest at the Interest Rate on such sums from the due date until the date of actual payment inclusive of both dates;

Repair

3.6.1 to keep the Premises in good and substantial repair and condition;

3.6.2 to replace and renew any fixtures and fittings within the Premises which become incapable of economic repair with modern ones of equivalent specification and quality;

3.6.3 to make good all defects affecting the Premises for which the Tenant is responsible within 3 months after the Landlord serves a schedule of dilapidations on the Tenant;

3.6.4 if the Tenant fails satisfactorily to comply with such schedule the Landlord and all persons authorised by the Landlord may subject to having given the Tenant not less than 14 days prior written notice and subject to the Landlord complying with the reasonable requirements and representations of any of the Tenant’s undertenants (without prejudice to the Landlord’s right of re-entry) enter the Premises to execute the relevant works and the proper costs (together with legal and surveyors’ fees) will be repaid by the Tenant to the Landlord upon demand as a contractual debt;

flrfirr rd (’Iłninei

3.7.1

to decorate the interior of the Premises as often as reasonably necessary but not more than once in every 5 years;

3.7.2

all decoration is to be carried out in a good and workmanlike manner with good quality materials and in a colour which if different to the existing colour has the Landlord’s Permission;

3.7.3

to keep the Premises in a clean and tidy condition and clear of all rubbish;

3.7.4

to clean at least once every three months the inside and not more than once every three months the outside of the windows, window frames and all the glass (if any) in the doors of the Premises;

38967945.7\g106 10

18 Overloading

3.8.1 not to knowingly overload the floors, ceilings or structure of the Premises or the Fixtures and Fittings;

18.2 not to knowingly overload or permit any deleterious, dangerous or harmful matter or substance which may cause an obstruction or damage to be discharged into the Conducting Media within the Estate or serving the Premises and, in the event of such obstruction or damage, immediately to remove and make good the damage caused to the reasonable satisfaction of the Landlord;

3.9 Access of Landlord

to permit the Landlord the Managing Agent and all persons authorised by them (with or without equipment) at reasonable times and on reasonable prior written notice (save in emergency) to enter the Premises:-

3.9.1 to inspect the state of repair and condition of the Premises;

3.9.2 to inspect, clean, connect to, lay, repair, remove, replace, alter or execute any works to or in connection with the Conducting Media that do not exclusively serve the Premises;

3.9.3 to take inventories of the Fixtures and Fittings;

3.9.4 to determine whether the Tenant has complied with its obligations in this Lease and after service of notice under clause 3.6.4 to remedy any breach of the Tenants obligations;

3.9.5 to view the Premises in connection with any dealing (by way of sale, mortgage or otherwise) with the Landlord’s reversionary interest in the Premises or the reletting of the Premises (but in the case of reletting only within six months before the end of the Contractual Term);

3.9.6 to carry out any tests, inspections and surveys as the Landlord or a purchaser of the Landlord’s reversionary interest in the Premises requires; and

3.9.7 to exercise the rights reserved by this Lease and to comply with the obligations of the Landlord under this Lease

provided that the Landlord causes as little inconvenience as reasonably practicable and makes good any damage to the Premises caused by the exercise of these rights as soon as reasonably practicable;

3.10 Alterations

3.10.1 not to make any structural or external alterations or additions to the Premises without the Landlord’s Permission;

’4A ’) .-.,...4 ..-.-.-.. 44-..-. property;w4 I V.. not LU merge tic Premises flit, any adjacent

3.10.3 not to change the external appearance of the Premises so as to be inconsistent with the appearance and standard of the remainder of the Estate and in any event, any such change will not be made without obtaining the Landlord’s Permission;

3.10.4 not to make any other alteration, addition or variation to the Premises without obtaining the Landlord’s Permission;

3.10.5 not to make any alteration to any car parking spaces which form part of the Premises.

38967945.7\g106 11

3.1 1 Signs and Aerials

not without the Landlord’s Permission to affix to or display so as to be visible from outside the Premises any sign, signboard, advertisement, hoarding, fascia, poster, placard, bill, notice or other notification (except such notification as is required by law), pole, aerial or satellite dish such Permission to be given by way of Licence for any permanent fixture.

3.12 Use

3.12.1 not to use the Premises otherwise than for the Permitted Use;

3.12.2 not to use the Premises:-

(a) for a purpose which is noisy, noxious, offensive, dangerous, illegal or immoral;

(b) for a purpose which is a nuisance or causes damage or disturbance to the Landlord or the owners or occupiers of the remainder of the Estate or other nearby premises;

(c) to hold an auction, exhibition, public show or meeting, or gambling activity;

3.13 Statutory Obligations

to comply with all Legislation relevant to and affecting the Premises and their use;

3.14 Planning and Environmental Matters

3.14.1 not to apply for or implement any planning permission without the Landlord’s Permission;

3,14.2 to supply to the Landlord a copy of any planning permission within ten days after its receipt by the Tenant;

3.14.3 to pay and satisfy any charge that may be imposed under the Planning Acts so long as it relates to the Premises;

3.14.4 not without the Landlord’s Permission to enter into an agreement or undertaking or to serve a notice under the Planning Acts and to the extent required the Landlord shall join into any planning agreement or undertaking, at the cost of the Tenant (provided that the Landlord is not required to undertake any onerous obligations or incur expenditure thereunder unless reimbursed to the Landlord by the Tenant)

3.14.5 not to apply for any consent, licence or other authority under any environmental legislation without the Landlord’s Permission;

3.15 Notices

3.15.1 promptly following receipt to give to the Landlord a copy of any notice, direction, order or proposer wriirry to the Premises or the LdLe,

3.15.2 at the request of the Landlord, but at the joint cost of the Landlord and the Tenant, to make or join with the Landlord in making such objections to or representations against or in respect of such communication as the Landlord reasonably deems fit;

3.15.3 to take all reasonable and proper steps required to comply with any such communication which is given or made in accordance with law or is required or recommended by any person or authority exercising powers under Legislation.

38967945.7\g106 12

3.16 Dealings

3.16.1 Assignments

(a) not to assign part only of the Premises;

(b) not to assign the whole of the Premises without the Landlords Permission (given by way of Licence), provided that for the purposes of section 19(1A) of the Landlord and Tenant Act 1927 the Landlord’s Permission may be subject to all or any of the following conditions:-

(i) if reasonably require by the Landlord the Tenant enters into an authorised guarantee agreement in such form as the Landlord reasonably requires;

(ii) all sums due from the Tenant under this Lease are paid before completion of the assignment;

provided that the Landlord may impose such other conditions as the Landlord reasonably requires

3.16.2 Underlettings

(a) not to underlet or agree to underlet the whole or any part of the Premises without procuring that on or before completion of the proposed underletting:-

(i) the undertenant covenants directly with the Landlord by deed and in the underlease to:-

(1) observe and perform the Tenant’s covenants in this Lease (other than the payment of the rents in the case of the undertenant’s covenant with the Landlord) during the term of the underlease or until released pursuant to the 1995 Act;

(2) comply with the Estate Regulations (which obligations the Tenant covenants to enforce);

(3) not to part with or share possession or share occupation of the whole or part of underlet premises save by way of an assignment of the whole of the underlet premises to an assignee who has entered into a further deed of covenant on the same terms;

(ii) all rents and other payments due and demanded under this Lease are paid;

3.16.3 Charging

not to charge part only of the Premises provided that this shall not prevent any undertenant of the Tenant charging an individual residential unit forming part of the Premises;

3.16.4 Estate Regulations and Residents Charter

(a) to procure that any occupier of the Premises (or any part of it) covenants with the Tenant and directly with the Landlord by deed to comply with the Estate Regulations and to take all necessary steps and proceedings to enforce and remedy any breach of the Estate Regulations;

(b) to prepare (and as necessary revise and keep updated) a Resident’s Charter which sets out objectives and standards for considerate behaviours and

3896 7945.7\g106 13

community awareness by residents of the Estate the form of which Residents Charter to be approved by the Landlord (such approval not to be unreasonably withheld) and to use reasonable endeavours to ensure that the Council’s subtenants adhere to such Resident’s Charter;

(c) to enforce the tenant covenants in any underlease and not waive any of them;

(d) not to hold the Premises or any part or parts of the Premises or this Lease on trust for another;

3.16.5 Notification of Dealings

within one month after any assignment, underlease, assignment of an underlease, charge or other devolution of an interest under this Lease, to produce to the Landlord’s solicitors a certified copy of the relevant document and pay his reasonable registration fee of not more than £25 provided that:

(i) no registration fee shall be payable by the Tenant or any undertenant on the first grant of any underlease out of this Lease; and

(ii) no registration fees shall be payable by the Tenant or any undertenant in respect of any tenancies, underleases, licences or other letting arrangements that the Tenant enters into in respect of the Secure Tenant Units.

3.17 Restriction on Title

the Landlord and the Tenant shall apply to the Chief Land Register to enter a restriction in the following form (Form M) in the proprietorship register of the Tenant’s title:-

"No disposition of the registered estate (other than a charge) 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 the proprietor for the time being of the estate registered under title number [specify title number] [or [their conveyance or specify appropriate details]] that the provisions of Clause [13.16.4] of the registered lease have been complied with [or that they do not apply to the disposition].";

3.18 Registration Requirements

where the grant of this Lease or any dealing authorised by this Lease is required to be registered at the Land Registry, promptly following completion of this Lease or any assignment or underlease (as appropriate):-

3.18,1 to lodge or procure that there is lodged at the Land Registry an application to register the relevant document;

3.18.2 to ensure that any requisitions raised by the Land Registry in connection with that application are dealt with promptly and properly;

3.18.3 to procure that within one month after completion of such registration a certified copy of the title information document is sent to the Landlord;

3.19 Yield Up

3.19.1 on the Termination Date:-

(a) to yield up the Premises free from occupation and repaired, decorated and otherwise in accordance with the Tenant’s covenants contained in this Lease;

(b) to remove all refuse, tenant’s fixtures and fittings and signs from the Premises, making good any damage caused by their removal;

38967945.7\giO6 14

(c) to deliver to the Landlord any records relating to the Premises as are required by any Legislation;

3,19.2 within one month of the Termination Date (and notwithstanding that the Term has ended), where this Lease is registered at the Land Registry, to make an application to close the registered title of this Lease and to ensure that any requisitions raised by the Land Registry in connection with that application are dealt with promptly and properly and to keep the Landlord informed of the progress and completion of its application;

3.20

Rights of Light and Encroachments

3.20.1 not to obstruct any windows or openings belonging to the Premises;

120.2 not to make any acknowledgement that the flow of light or air to the Premises is enjoyed with the consent of a third party;

3.20.3 if any easement enjoyed by the Premises is obstructed to immediately notify the Landlord on becoming so aware and take all appropriate and lawful steps the Landlord reasonably requires to prevent or secure the removal of the obstruction;

3.20.4 not to permit any encroachment upon the Premises;

3.20.5 if any encroachment upon the Premises is made or attempted to be made to immediately notify the Landlord on becoming so aware and take all appropriate and lawful steps the Landlord reasonably requires to prevent such right being acquired;

3.21

Production of Information

to supply to the Landlord on request but not more than once in any one year and any additional requests shall be at the cost of the Landlord;

3.21.1 full details of the occupiers of the Premises and the terms upon which they occupy it;

3.21.2 such reasonable evidence in the control of the Tenant as the Landlord reasonably requires to satisfy itself that the tenant’s covenants in this Lease have been complied with;

3.213 all information within the control of the Tenant that the Landlord reasonably requires from time to time to comply with the Landlord’s obligations under any Legislation;

3.22

Indemnity

to indemnify the Landlord against all Costs arising directly out of a defect in or the condition or use of the Premises or anything done or omitted to be done on them, or any breach of the Tenant’s obligations in this Lease;

3.23

Superior Title

3.23.1 to observe and perform the matters (if any) contained or referred to in the documents listed in Part 4 of Schedule 1 so far as they are still subsisting and capable of taking effect and relate to the Premises;

3.23.2 [Where this lease is an underlease provisions in relation to any Superior Lease to be added where appropriate and agreed in accordance with clause 16.2.6 CLSA]

3.24

Regulations

to comply with the Estate Regulations;

38967945.7\gO6 15

3.25 Non-Obstruction of Common Parts

not to place on or within the Building Common Parts or the Estate any goods or other items or cause any them.

4. LANDLORD’S COVENANTS

The Landlord covenants with the Tenant:-

4.1

Quiet Enjoyment

that the Tenant may peaceably and quietly hold and enjoy the Premises during the Term without any interruption or disturbance by the Landlord or any person rightfully claiming through or under the Landlord;

4.2

Services

to observe and perform its obligations in Schedule 3

4.3

Superior Lease obligations

[Where this lease is an underlease provisions in relation to any Superior Lease to be added where appropriate and agreed in accordance with clause 16.2.6 of the CLSA]

4.3.1 [to pay the rent reserved by, and observe and perform the covenants of the tenant and the conditions contained in, the Superior Lease, except insofar as the covenants fall to be observed and performed by the Tenant by reason of the obligations of the Tenant in this Lease;]

4.3.2 [the Landlord acknowledges the right of the Tenant to production and to take copies of the Superior Lease]

Service Charge Cap

The Landlord covenants with the Tenant and for the benefit of other occupiers of the Estate that it may not at any time seek to increase the Service Charge in order to make up any shortfall created by the existence of any capping of service charge on any other part of the Estate including the Service Charge Cap under this Lease.

Notification of work

Where the Landlord intends to or is required to carry out any works or services "Works" to the Premises or the Estate that would require by Legislation a consultation with the Tenant and in turn the Tenant is required by law to consult with its undertenants and other occupiers of the Premises the Landlord must (except in case of an emergency) allow to the Tenant sufficient time of not less than [40] days for the Tenant to consult on the Works and make representations in respect of them to the Landlord.

4.6

Estate Regulations

Where the Landlord intends to revise or update the Estate Regulations, the Landlord will consult with and have due regard to the views of the Tenant and the Landlord will ensure that any revisions or updates to the Estate Regulations are fair, reasonable and in the interests of good estate management provided that the Landlord shall allow to the Tenant sufficient time for the Tenant to consult with its sub-tenants and further provided that any new Estate Regulations shall not be materially more onerous than those in existence as at the date of this Lease.

389679457\g106 16

5. INSURANCE

[WHERE IT IS A LEASE OF PART THE ASSUMPTION IS THAT THE LANDLORD WILL INSURE AND THE TENANT PAY AN INSURANCE RENT]

5.1 The Tenant covenants to insure the Premises with substantial and reputable insurers based in the United Kingdom or with the Landlord’s Permission through other underwriters at Lloyd’s against the Insured Risks and for the cover stated in Clause 5.2 and against public and employer’s liability in respect of the Premises.

5.2 The Tenant’s insurance will cover:-

5.2.1 full rebuilding site clearance, professional fees and VAT (taking into account cover for the effects of inflation and escalation of costs and fees) and being no less a sum than the value of the Premises from time to time; and

5.2.2 public and employers liability insurance with cover for a sum of not less than £5,000,000 for each and every claim or such other sum as the Landlord may (acting reasonably) from time to time require;

5.3 The insurance will be against the risks of fire lightning explosion earthquake landslip subsidence heave riot civil commotion aircraft (including vehicles dropped therefrom) aerial devices, storm, tempest, flood, water, including the bursting and overflowing of water pipes tanks and other apparatus, theft, impact by vehicles, malicious damage, terrorism (where insurance against such risks is available in the London market and is normally included in a comprehensive policy of insurance at a reasonable premium) and third party liability and in addition to the foregoing any other risks reasonably required by the Tenant or the Landlord;

5.4 The Tenant will:-

5.4.1 insure in the name of the Tenant and note the Landlord’s interest on the policy; and

5.4.2 ensure that any policy exclusions and excesses fall within normal commercial practice in the United Kingdom insurance market for properties similar to the Premises and in the same area as the Premises;

5.5 On written request made by the Landlord at any time (but not more than once during any consecutive period of 12 months) the Tenant will provide the Landlord with a copy of the Tenants insurance policies taken out in accordance with this Clause 5 (Insurance) and evidence that they are in force and that the last premium has been paid

5.6 Unless agreed in writing by the Landlord, the Tenant will diligently apply all the insurance proceeds received under the buildings insurance in reinstating damage to or destruction of the Premises by an Insured Risk as soon as reasonably practicable after the date of the damage or destruction, the Tenant making good any shortfall in the proceeds of insurance from its own monies;

5.7 The Tenant will:-

5.7.1 comply with the requirements of the insurers of the Premises; and

5.7.2 notify the Landlord immediately in writing of any damage to or destruction of the Premises by any of the Insured Risks of which the Tenant becomes aware;

5.8 If the Tenant shall fail within 21 days of written request to provide to the Landlord with evidence that insurances are being maintained in accordance with the provisions of this Lease or if the Landlord has reasonable grounds to believe that adequate insurance is not in place, the Landlord may in its absolute discretion (but shall not be obliged to) effect such insurance as it shall reasonably think fit or procure insurance equivalent to that provided for under this Lease and all the costs incurred by the Landlord in so doing (including all premiums, taxes and valuation costs) shall be paid by the Tenant to the Landlord on demand and if not paid may be recovered as rent in arrear.

38967945.7\g106 17

6. PROVISOS

6.1 Forfeiture

6.1 .1 if the Principal Rent the Service Charge or any other sums payable by the Tenant to the Landlord under this Lease or any part of them are unpaid for 14 days after becoming payable (whether formally demanded or not); or

6.1.2 the Tenant breaches any material covenant or other material term of this Lease and fails to remedy the same within a reasonable period (being not less than 180 days) of receiving notice from the Landlord specifying the breach then the Landlord may forfeit this Lease (but by proceedings only and not by peaceable re-entry) and upon such forfeiture this Lease will immediately end, but without prejudice to any right or remedy of the Landlord in respect of any breach of the Tenant’s obligations contained in this Lease provided that if this Lease and the Premises has been charged to any bank or similar lending institution for security ("Permitted Lender") and the Landlord has received written notice of the charge with an address for service of notices within the United Kingdom for the Permitted Lender the Landlord shall not issue any court proceedings to forfeit this Lease until the expiration of 200 days after service by the Landlord on the Tenant and on the Permitted Lender of written notice specifying the breach of covenant complained of and shall not issue any court proceedings or take any such steps in respect of that breach of covenant if within such 200 day period either the Tenant or any such Permitted Lender shall remedy such breach.

6.2

Service of Notices

6,2.1 Section 196 of the Law of Property Act 1925 applies to all notices which may be served under this Lease save that section 196 is deemed to be amended by deleting the final words of section 196(4) "at the time at ..........be delivered" and substituting "on the third working day after posting".

6.2.2 If the receiving party consists of more than one person, a notice served upon one of them constitutes service upon all of them.

6.3

Exclusion of Representations and Warranties

6.3.1 The Tenant acknowledges that this Lease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Landlord except any such statement or representation that is expressly set out in this Lease.

6.3.2 The Landlord does not warrant that the Permitted Use is lawfully permitted under the Planning Acts.

M.

No Compensation

Any statutory right of the Tenant to claim compensation from the Landlord on vacating the Premises is excluded to the extent allowed by law.

6.5

Rights and Easements

The operation of section 62 of the Law of Property Act 1925 is excluded from this Lease, the only rights granted to the Tenant are those set out in this Lease and the Tenant is not entitled to any other rights affecting any adjoining property.

LOW

Adjoining Property

The Tenant is not entitled to the benefit of or the right to enforce or to prevent the release or modification of any covenant, agreement or condition entered into by any tenant of the Landlord in respect of any adjoining or nearby property of the Landlord.

389679457\g106 18

6.7 Disputes with Adjoining Occupiers

If any dispute arises between the Tenant and the tenants or occupiers of any adjoining or nearby property of the Landlord in connection with the Premises and any of that adjoining or nearby property, it is to be decided by the Landlord or in such manner as the Landlord directs acting reasonably.

6.8 Arbitration

Where this Lease provides for reference to Arbitration then the arbitration will be conducted as follows:-

6.8.1 reference will be made to an independent surveyor to be agreed upon by the Landlord and the Tenant and in the absence of agreement as nominated by the President for the time being of the Royal Institution of Chartered Surveyors (or his duly appointed deputy or a person authorised by him to make appointments on his behalf) upon the application of the Landlord or the Tenant made at any time;

6.8.2 if the appointed surveyor dies, delays unduly or becomes unwilling or incapable of acting then the President of the Royal Institution of Chartered Surveyors may discharge him and appoint another surveyor in his place;

6.8.3 the arbitration will be conducted in accordance with the Arbitration Act 1996;

6.8.4 the fees of the arbitrator will be borne equally unless the arbitrator determines otherwise;

6.8.5 if the release of the arbitrator’s award is delayed because either party has not paid its share of the arbitrator’s costs, the other party may pay the unpaid costs and the amount paid will be a debt due on demand from the party that has failed to pay.

6.9 Contracts (Rights of Third Parties) Act

A person who is not a party to this Lease has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Lease but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

6.10 Superior Landlord

[Where this lease is an underlease provisions in relation to any Superior Lease to be added where appropriate and agreed in accordance with clause 16.2.6 of the CLSA]

6.11 Statutory Protection

Subject to the provisions of clause 3.13 and paragraph 1.3 of Schedule 3 to this Lease the Landlord agrees that during the Term the Tenant shall be afforded the benefit and protection of all and any existing and future legislation the benefit of which it would be entitled to or become entitled to if it had been an individual in actual occupation under the terms of this Lease.

EXECUTED AS A DEED by the parties on the date which first appears in this Lease.

38967945. 7\g106 19

PREMISES, RIGHTS AND RESERVATIONS

PART I

PREMISES

All those premises known as shown for identification only edged red on the Plan. The Premises include:-

(a) the internal surfaces of all walls enclosing the Premises;

(b) all non-loadbearing walls within the Premises;

(c) all ceilings of the premises up to the level of (but excluding) the bottom of the joists, beams or slabs

above them;

(d) all floors and floorboards of the premises down to the level of (but excluding) the tops of the joists,

beams or slabs below them;

(e) the internal surfaces of all window frames and the glass in all windows of the premises and the

window furniture on the interior of all windows;

(f) the internal surfaces of all external doors, locks and door frames belonging to the premises but

excluding the doors and door frames themselves and any external door furniture;

(g) all additions alterations and improvements to the Premises;

(h) all fixtures and fittings from time to time in or on the premises which are fixed by the Tenant or

which are generally regarded as tenant’s or trade fixtures;

(i) all Conducting Media within or exclusively serving the Premises;

(j) the car parking spaces comprised in bays []to [1 inclusive in the car park on the Estate;

but exclude:

(k) the Building Common Parts and the Retained Parts;

(I) the Conducting Media not exclusively serving the Premises;

(m) the Fixtures and Fittings; and

(n) the airspace above the height of and the subsoil and structures beneath the surface of that part of the premises referred to in paragraph (j).

[NOTE: Where the Units are all Council Units, the whole building is to be demised] PM

PART 2

RIGHTS GRANTED

I RIGHT TO USE THE COMMON PARTS

1.1 The right (in common with the Landlord, the Managing Agent and all other persons entitled to it), subject to temporary interruption for repair, alteration, rebuilding or replacement, for the Tenant and all persons expressly or by implication authorised by him, in common with the Landlord and all

38967945.7\g106 20

other persons having a like right, to use all appropriate areas of the Building Common Parts and the Estate Common Parts for all proper purposes in connection with the use and enjoyment of the Premises.

1.2 The right in common with all others entitled to it to pass and repass all the Estate Roads until the same are adopted as public highways.

2. RIGHT TO USE THE COMMON CONDUCTING MEDIA

The right (in common with the Landlord, the Managing Agents and all other persons entitled to it), subject to temporary interruption for repair, alteration or replacement, in common with the Landlord and all other persons having a like right, to the free passage and running of Amenities to and from the Premises through the Conducting Media in, on, over or under the Estate and not exclusively serving the Premises.

3. [SUPPORT AND PROTECTION

The right of support and protection for the benefit of the Premises that is now enjoyed from all other parts of the Building - for lease of part only.]

4 ACCESS

The right by prior appointment made with the Landlord or its agents (except in case of emergency) to access such parts of the Retained Parts as such is necessary in order for the Tenant to comply with its covenants in this Lease and the Tenant will cause as little interference or annoyance to other occupiers of the Building as is reasonable practicable in exercising such right.

RIGHTS RESERVED

The right to the free and uninterrupted passage and running of Amenities from and to other parts of the Estate or any other adjoining or nearby property of the Landlord through the Conducting Media that may at any time be constructed in, on, over or under the Premises.

2. RIGHT TO CONSTRUCT CONDUCTING MEDIA

The right to construct and maintain Conducting Media for the provision of services or supplies for the benefit of any part of the Estate or any other adjoining or nearby property of the Landlord, the Landlord making good any damage caused by the exercise of the right.

3. ACCESS

The rights of entry on the Premises as referred to in Clause [3.9].

A RIGHT TO ERECT SCAFFOLDING

The right to erect scaffolding for any reasonable purpose connected with the Estate even if it restricts the access to or use and enjoyment of the Premises but not so as to prevent such access, use and enjoyment provided that the Landlord shall ensure that any scaffolding is removed as soon as reasonably practicable and any damage to the Premises that occurs as a result of the erection or removal of the scaffolding shall be promptly made good by the Landlord to the reasonable satisfaction of the Tenant.

5. RIGHTS OF SUPPORT AND SHELTER

The rights of light, air, support, shelter, protection and all other easements and rights at the date of this Lease belonging to or enjoyed by other parts of the Estate or any other adjoining or nearby property of the Landlord.

38967945.7\g106 21

6. RIGHT TO ERECT NEW BUILDINGS

Full right and liberty at any time after the date of this Lease:-

6.1 to develop, alter, raise the height of, or rebuild the other parts of the Estate or any other buildings, and

6.2 to erect any new buildings of any height on any adjoining or nearby property of the Landlord

in any manner as the Landlord thinks fit even if doing so may obstruct affect or interfere with the amenity of or access to the Premises or the passage of light and air to the Premises, but provided they do not materially affect the Premises or the use and enjoyment of the Premises.

6.3 to divert, step up alter or build upon any of the Estate Common Parts and to cause any land or Amenities to cease to be Estate Common Parts provided that this does not adversely affect the means of access to the Building the supply of services thereto or the beneficial use or occupation thereof and further provided that this is taken into account in the calculation of the Estate Service Charge and appropriate credit via the Estate Service Charge is given to the Tenant.

PART 4

PREMISES, RIGHTS AND RESERVATIONS

AGREEMENTS AND COVENANTS RELATING TO THE PREMISES

Date Document Parties

[ ] [ ] (1) [ (2)

[ ] [ 1 (1) [ (2)

All those entries in the Property and Charges Registers to Title Number

38967945.7\g106 22

SCHEDULE 2

RENT REVIEW

In this Schedule 2 the following words and expressions shall have the following meanings:-

"Index" means the Index of Retail Prices (all prices) published by the Office for National Statistics or any successor government department or appropriate government body

"Indexing Factor" means the numerical fraction which shall have:-

(a) as its denominator the latest published value of the Index available as at the date one month before the date of this Lease and

(b) as its numerator the latest published value of the Index available as at the date one month before the relevant Review Date

Provided that in calculating the denominator and the numerator any change in the reference as used to compile the Index after the date of this Lease shall be ignored and the calculation made on the basis of the figures which would have been shown on the Index if the reference base current at the date of this Lease had been retained

2. Upon each of the Review Dates the Principal Rent shall be adjusted to represent whichever shall be greater of:-

2.1 the Principal Rent reserved immediately prior to the relevant Review Date; and

2.2 the Principal Rent specified in paragraph 2.1 multiplied by the Indexing Factor calculated as at that Review Date.

3, If it becomes impossible by reason of any change after the date of this Lease to ascertain the value of the Index or for any reason whatsoever to recalculate the Principal Rent by reference to the Index or if any dispute or question shall arise between the parties with regard to the amount of the Principal Rent or the construction or effect of this Schedule 2, the determination of the Principal Rent or other matter or difference shall be determined by reference to Arbitration

4. If by any Review Date the amount of the Principal Rent has not been agreed or determined then:-

4.1 the Tenant shall pay the Principal Rent at the relevant Review Date at the rate immediately before the relevant Review Date ("O!d Rent"); and

4.2 the difference (if any) between the Principal Rent properly payable from that Review Date in accordance with this Schedule 2, paragraph 2 ("New Rent") and the Old Rent shall be payable either:-

4.2.1 within two weeks of the parties agreeing the amount of any increase (if any) in the Principal Rent which is due in accordance with paragraph 2; or

4.2.2 where the parties do not agree the amount of the New Rent the matter is referred to Arbitration in accordance with paragraph 3 within two weeks of the matter being determined by the Arbitrator.

389679457\g106 23

SCHEDULE 3

THE SERVICES

[The service charge schedule is subject to variation in accordance with the CLSA]

1. PROVISION OF SERVICES

1.1 The Landlord covenants with the Tenant, subject as set out below to use all reasonable endeavours to provide, manage, or operate the Services in a good and efficient manner and in accordance with the principles of good estate management.

1.2 In performing its obligations with regard to the Services the Landlord is:-

1.2.1 entitled in its absolute discretion to employ managing agents, contractors or such other persons as the Landlord may from time to time consider appropriate;

1.2.2 not liable for any breach of such obligations or any failure or interruption in any of the Services by reason of any:-

(a) repair, replacement, maintenance of any installations or apparatus, or their damage or destruction, or any necessary works of alteration, inspection or repair or other works being carried out at or on the Estate, or by reason of mechanical or other defect or breakdown; or

(b) shortage of fuel, equipment or materials and inclement weather; or

(c) cause or circumstances not within the Landlord’s reasonable control

but the Landlord must use reasonable endeavours to prevent interruptions in the provision of the Services and to resume them as soon as reasonably practicable after being advised of any failure or interruption;

1.2.3 not liable for any act, omission or negligence of any employee, agent, contractor or other person employed or engaged by the Landlord to undertake the Services or any of them;

1.2.4 entitled to withhold, discontinue, add to, extend, vary or make any alteration in the rendering of the Services or any of them from time to time if the Landlord reasonably considers it desirable to do so.

1.2.5 entitled to have regard to the good management of the Estate or the Building as a whole irrespective of whether all or some only of the tenants or occupiers of the Estate or the Building benefit from any specific Service.

1.2.6 unless the Landlord and the Tenant agree to the contrary, no distinction shall be made between the Secure Tenant Units and the Non Secure Tenant Units as regards the nature of the Services provided by the Landlord.

1.3 The Services shall not include the costs of any additional alterations or improvements to the Building or the installation of any Amenities machinery services or facilities therein which arise due to any changes in the Legislation or requirements of law after the date hereof all of which shall be the responsibility of the Tenant under Clause 3 hereof.

2. SERVICES

2.1 The Estate Services are:-

2.1.1 repairing, maintaining, replacing renewing cleaning and decorating the Estate Common Parts, including any Conducting Media which are used in common on the Estate;

38967945.7\g!06 24

2.1.2 lighting the Estate Common Parts during such hours as the Landlord from time to time deems reasonable;

2.1.3 inspecting, repairing, maintaining, replacing and renewing the structure of the Estate Common Parts (including any load-bearing parts of the Estate Common Parts, structural, external and boundary walls, columns, aprons, slabs, foundations, any retained deck over the West London Line, portals, any tunnel providing access to or egress from Earls Court Station and roofs);

2.1.4 effecting and maintaining third party, employees’ and public liability insurance and other insurances which the Landlord may from time to time deem reasonable in respect of the Estate Common Parts in such sums as the Landlord from time to time reasonably deems adequate or which the insurers require;

2.1 .5 the payment of all Outgoings imposed or assessed on the Estate Common Parts or any part or parts (whether on the owner or occupier) or upon the provision of the Services and all meter rents and charges for the supply of Amenities to the Estate Common Parts;

2.1 .6 complying in respect of the Estate Common Parts with:-

(a) any notice, regulation, order or other requirement of any competent authority; and

(b) any requirement of any law or Legislation;

2.1.7 removing all refuse from the Estate Common Parts and providing, maintaining and renewing such refuse disposal systems refuse bins and other refuse storage and disposal equipment for the Estate Common Parts as the Landlord may from time to time deem reasonable and necessary;

2.1.8 planting, maintaining and cultivating all landscaped or garden areas of the Estate Common Parts, including the maintenance of any plants, trees, shrubs and grassed areas, flowers and structural landscaping and/or public art on the Estate Common Parts other than areas which are reserved for the exclusive use of any group of tenants or occupiers of the Estate which does not also include the Tenant and its subtenants of the Premises.

2.1.9 installing, inspecting, maintaining, running, repairing and renewing electrical, mechanical, security (including CCTV and access control) and fire fighting equipment, alarms, public address systems escape routes signs and notice boards for the common benefit of the Estate as the Landlord may from time to time deem reasonable;

2.1.10 maintaining landscaped features and other decorative items, including the provision and maintenance of any play areas, water features, seasonal and feature decorations, plants, trees, grassed areas and flowers in the Estate Common Parts as often as the Landlord from time to time deems reasonable;

2.1.11 effecting and maintaining insurances of all apparatus, equipment and other items (from time to time used or kept in, on or forming part of the Estate Common Parts) against such risks and in such sums as the Landlord deems reasonable from time to time;

2.1.12 providing such staff as may be reasonably and properly required for the efficient care, security, management and administration, maintenance and cleaning of the Estate and the carrying out of all the other Services specified in this paragraph 2 in respect of the Estate Common Parts and in respect of all staff thus employed, the provision of all proper and reasonable remuneration and the payment of all National Health and Insurance contributions and other payments required by law to be made by employers under any statute or other authority, pensions or other payments (whether or not ex-gratia) and the provision of such uniforms and other necessary clothing and materials as are required by such staff for the proper performance of their duties;

38967945,7\gO6 25

2.1.13 providing premises in connection with the management, security and maintenance of the Estate including workshop and office and living accommodation for staff employed for purposes connected with the Estate including outgoings relating to such accommodation and the cost of office and cleaning equipment, furniture, telephone, communications iT equipment and services and other such costs;

2.1.14 providing, maintaining, repairing and renewing and insuring machinery, equipment and vehicles and other items used in connection with the provision of the Services set out in this paragraph 2 in respect of the Estate Common Parts and the costs of leasing any such machinery, equipment, vehicles and other items and placing and running maintenance contracts for the Estate;

2.1 .15 carrying out inspections monitoring works and any other activity necessary for the safety maintenance and protection of the transport assets and infrastructure which are within or

beneath the Estate;

2.1.16 compliance with or contributions towards any travel plan as required by any planning consent relating to the Estate;

2.1 .17 doing or providing all other Services or things and the making of any other payment which may be reasonably necessary or incidental to the provision of the Services or for the reasonable care and maintenance of the Estate Common Parts or which in the conclusive opinion of the Landlord (acting reasonably) and in the interests of good estate management are necessary or desirable for the good management and order of the Estate generally.

2.2 The Building Services are:-

2.2.1 repairing, maintaining, replacing renewing cleaning and decorating the Retained Parts and the Building Common Parts, including any Conducting Media, boilers, lifts and other mechanical and electrical plant and equipment which are used in common in the Building;

2.2.2 lighting the Retained Parts and the Building Common Parts during such hours as the Landlord from time to time deems reasonable;

2.2.3 inspecting, repairing, maintaining, replacing and renewing the structure of the Building (including all load-bearing parts of the Building, structural and external walls, columns, floors and ceilings, slabs, foundations and roofs);

2.2.4 effecting and maintaining third party, employees and public liability insurance and other insurances which the Landlord may from time to time deem reasonable in respect of the Building Common Parts in such sums as the Landlord from time to time reasonably deems adequate or which the insurers require;

2.2.5 the payment of all Outgoings imposed or assessed on the Building Common Parts (whether on the owner or occupier) or upon the provision of the Building Services and all meter rents and charges for the supply of Amenities to the Building Common Parts;

2.2.6 complying in respect of the Retained Parts or the Building Common Parts with:-

(a) any notice, regulation, order or other requirement of any competent authority;

and

(b) any requirement of any law or Legislation;

2.2.7 removing all refuse from the Building Common Parts and providing, maintaining and renewing such refuse disposal systems for the Building Common Parts as the Landlord may from time to time deem reasonable and necessary;

2.2.8 installing, inspecting, maintaining, running, repairing and renewing such electrical, mechanical, lighting, security (including CCTV and access control) and fire fighting

389679457\g106 26

equipment, alarms, sprinklers, internal telephone and public address systems for the common benefit of the occupiers in the Building as the Landlord may from time to time deem reasonable;

22.9 effecting and maintaining insurances of all boilers, mechanical and electrical plant and equipment and other items which are used in common or form the main plant equipment and systems in the Building against such sums as the Landlord deems reasonable from time to time;

2.2.10 a fair apportionment of the costs or overheads of providing such staff as may be reasonably and properly required for the efficient care, security, management and administration of the Building and the carrying out of all the other Services specified in this paragraph 2 in relation to the Building and in respect of all staff thus employed, the provision of all proper and reasonable remuneration and the payment of all National Health and Insurance contributions and other payments required by law to be made by employers under any statute or other authority, pensions or other payments (whether or not ex gratia) and the provision of such uniforms and other necessary clothing and materials as are required by such staff for the proper performance of their duties;

2.2.11 a fair apportionment of the costs of providing or sharing premises in connection with the management security and maintenance of the Building Common Parts including workshop and office and living accommodation for staff employed for purposes connected with the Building including the cost of office and cleaning equipment, furniture and other like costs;

2.2.12 providing, maintaining, repairing and renewing machinery and equipment used in connection with the provision of the Services set out in this paragraph 23 in relation to the Building and the costs of leasing any such machinery and equipment and placing and running maintenance contracts for the Building;

22.13 the provision of general security services, equipment and personnel for the purposes of surveillance and security of the Building;

2.2.14 doing or providing all other Services or things and the making of any other payment which may be reasonably necessary or incidental to the provision of the Services or for the reasonable care and maintenance of the Building or which in the conclusive opinion of the Landlord are necessary or desirable for the good management and order of the Building.

PROVIDED THAT:-

2.3 to the extent that the Landlord (or the Tenant) is able in a reasonable and cost effective manner to recover the cost of any service charge item by enforcing its contractual rights against any contractor, supplier, provider of professional services, or insurer or under any guarantee the Landlord (and the Tenant) shall to the extent commercially prudent to do so exercise all such rights to obtain such recovery in preference to including the relevant expenditure within the Service Charge; and

3. SERVICE COSTS

The reasonable fees and expenses properly incurred in relation to:-

3.1 the keeping of accounts and management records and the preparing and auditing of the Service Charge accounts and other statements, including the employment or engagement of surveyors, accountants or other agents in connection with them or if (at the discretion of the Landlord) the Landlord or a person connected with the Landlord or employed by the Landlord carries out such work then a reasonable fee not exceeding that which independent agents might properly have charged for the same work;

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3.2 employing a Managing Agent:-

3.2.1 to manage the Building and the Estate Common Parts and to ensure that the Services are duly and properly provided; and

3.2.2 as agents of the Landlord to collect and when necessary to take all lawful steps to enforce the payment of all rents Service Charges and other monies from time to time reserved by the Landlord out of the various lettings from time to time comprised in the Estate;

or if (at the discretion of the Landlord) the Landlord or a person connected with or employed by the Landlord manages the Estate or the Building as aforesaid itself, a charge equivalent to that which an independent agent would reasonably and properly charge will be allowed to the Landlord provided that the Landlord must (if requested) provide to the Tenant quotes from at least 2 independent managing agents to verify such amount;

3,3 the making and publishing of any regulations for or in connection with the proper use of the Common Parts the Building and the Estate and enforcement of such regulations;

3.4 considering and settling any disputes, doubts, differences, questions or complaints that may arise between the tenants or occupiers of the Estate or the Building

3.5 borrowing at a reasonable market rate from a reputable lender any necessary sums for or in connection with the provision of the Services set out in paragraphs 2 and 3 of this Schedule including the interest, commission, banking or other charges in connection with them;

3.6 taking all steps deemed desirable or expedient by the Landlord to comply with, make representations against or otherwise contest any Act of Parliament or any regulation or notice or order or any other requirement of any competent authority which may at any time during the Term affect or threaten to affect the Estate and/or the Buidling or the beneficial use of them;

3.7 the proper costs where these cannot be recovered from another party of enforcing any claim or making or defending any proceedings that the Landlord in its absolute discretion (acting reasonably) takes or defends in relation to the Buidling or the Estate including (for example) against contractors consultants architects consulting engineers surveyors or other employed or engaged in connection with the Services and/or to establish preserve or defend any rights amenities or facilities used or enjoyed by tenants or occupiers of the Building or the Estate or to which they may be entitled and abating any nuisance affecting the Building or the Estate, except to the extent that abating the nuisance is the liability of any tenant of the Estate provided that the Landlord shall at all times seek to mitigate such costs incurred and shall also not seek to enforce any claim or make or defend any proceedings where instructed solicitors are of the opinion that the chances of success are less then 50%

3.8 such sums as the Landlord or the Managing Agent may from time to time reasonably require to be set aside in a reserve fund as a reserve to meet such future costs as the Landlord reasonably expects to incur in connection with the Services and/or the expenses overheads payments charges and other outgoings above referred to in this paragraph and so that the Service Charge shall be set at such level as to enable such reserve fund to accumulate sufficient funds to cover the costs of replacement or renewal (having regard to the anticipated life cycle and period after which repair is no longer economic) of all items included in the Services. But the Landlord hereby agrees and declares that:-

3.8.1 any such reserve fund is held on trust for the benefit of the tenants of the Estate and is to be placed in a seperate interest earning deposit account;

3.8.2 such reserve fund and any interest earned thereon (after the proper deduction of any tax which may be payable on such sums) is to be used for the purposes for which the reserve fund is intended.

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4. ASCERTAINMENT AND PAYMENT

4.1 Payment

4.1 .1 In respect of the Accounting Period which is current at the date of this Lease the Tenant must pay on the date of this Lease the Initial Service Charge which is on account of the Service Charge for the period from the first day of the Contractual Term until the end of the current Accounting Period.

4.1 .2 In respect of each subsequent Accounting Period during the Term the Tenant must pay on account of the Service Charge for that Accounting Period such sum as the Landlord or the Managing Agent in writing specifies to be fair and reasonable such sum to be paid by two equal instalments in advance on the June and December Quarter Days during that Accounting Period or within 14 days after demand where the Landlord does not notify the Tenant of the estimated amount prior to the relevant date.

4.2 Written Account

The Landlord must keep proper books of account in respect of the Landlord’s Costs and as soon as reasonably practicable after the end of each Accounting Period (but no later than 30 September in each year) prepare and submit to the Tenant a written account showing: -

4.2.1 the amount of the Landlord’s Costs during the immediately preceding Accounting Period or in respect of a previous Accounting Period (which has been appropriately audited or certified) but which has not been taken into account in the statement for the previous Accounting Period; and

4.2.2 containing a fair summary of the items referred to in the account, and details of any reserve fund; and

4.2,3 a statement specifying the Service Charge for that Accounting Period

4.3 Surplace or Deficiency

If on preparation of the account in respect of any Accounting Period the sums paid on account of the Service Charge by the Tenant for that Accounting Period under the provisions of paragraph 4.1 are greater or less than the Service Charge in respect of that Accounting Period then:-

4.3.1 if the sums actually paid by the Tenant on account of the Service Charge for that Accounting Period exceed such Service Charge then the amount of the surplace is to be deducted from the sums payable by the Tenant on account of the Service Charge for the then current Accounting Period (or if the Term has come to an end the Landlord must within 10 days of ascertainment pay the amount of the excess to the Tenant);

4.3.2 if the sums actually paid by the Tenant on account of the Service Charge for that Accounting Period are less than such Service Charge the amount of such deficiency must be paid by the Tenant to the Landlord within 21 days of notice of it.

The provisions of this paragraph continue to apply notwithstanding that the Term has come to an end but only in respect of the period down to the end of the Term.

4.4 If during any Accounting Period the Landlord’s previous estimate of the Service Charge appears likely to be exceeded then the Landlord may in its absolute discretion serve on the Tenant a statement giving details of such excess and the proportion for it payable by the Tenant and the Tenant must pay such proportion within 21 days of the demand for it and it will be taken into account as part of the sums paid on account of the Service Charge for the relevant Accounting Period for the purposes of paragraph 4.3.

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4.5 Statement and Account Conclusive

Any account or statement submitted to the Tenant under the provisions of this Schedule if signed by or on behalf of the Landlord is conclusive evidence for the purposes of this Lease of the matters of fact covered by such account or statement (save in the case of manifest error) provided that the Landlord will as soon as reasonably practicable after the end of each Accounting Period provide to the Tenant a full copy of the books of account in respect of the Landlords Costs and the vouchers and receipts for items included in them.

4.6 Omissions from Statement and Account

Any omission of or inaccuracy in any expenditure incurred or deemed incurred in a written account of the Landlords Costs for the preceding Accounting Period is not to preclude the inclusion or correction of that expenditure in any subsequent written account.

5. MANAGEMENT COMPANY

If the Landlord transfers or assigns this Lease or grants a lease for a term greater than 21 years to the Managing Agent in respect of the Estate Common Parts or the Building Common Parts then the Landlord shall ensure that there is a requirement on the Managing Agent to enter into a direct deed of covenant with the Tenant to provide the Services in accordance with the terms of this Lease and the Tenant agrees to enter into such deed of covenant to covenant to pay the Service Charge directly to such Managing Agent or as the Managing Agent may otherwise direct

6. SERVICE CHARGE DISPUTES

6.1 If any one or a group of the Tenant’s undertenants or other occupiers (together Occupier(s)) deriving an interest in the Premises out of the Tenant’s interest under this Lease and who have a liability to contribute payments to the Tenant towards the Service Charge raise concerns or disputes in respect of the Service Charge or the provisions of the Services then the Tenant will determine whether it is a dispute or concern that should be referred to the Landlord (a Referral Dispute) or whether it is a concern or dispute that the Tenant itself should settle or is capable of settling (a Non- referral Dispute).

6.2 In respect of a Referral Dispute the Tenant shall co-ordinate details of the dispute and provide the Landlord with full details of the dispute and the Landlord shall promptly (and in any event wherever possible within 10 working days) provide a response to the Tenant in respect of the dispute either:

6.2.1 setting out its reasons as to why the Landlord considers that the Referral Dispute is not a dispute in respect of a matter for which the Landlord is it responsible hereunder or

6.2.2 setting out the Landlord’s response to the issues in dispute and its proposals for resolving the matter.

6.3 If the Tenant disagrees with the Landlord’s response in either 6.2.1 or 6.2.2 then it shall inform the Landlord of the reasons why it disagrees and either party may refer the matter to a suitably qualified surveyor who shall act as an independent expert (the Expert) whose decision shall be binding and the costs of the Expert shall be borne as the Expert directs Any costs allocated to the Landlord shall not be recoverable via the Service Charge.

6.3.1 the Tenant shall use reasonable endeavours to resolve a Non-referral Dispute as soon as practicable.

6.3.2 the Landlord shall use reasonable endeavours to assist the Tenant to resolve a Referral Dispute as quickly as reasonably possible and in a manner which is consistent with due and proper performance by the Landlord of its obligations to the Tenant hereunder.

6.4 Where there is Dispute the Tenant shall not seek to withhold payment of the Service Charge pending resolution of the Dispute save to the extent that the Tenant’s liability to pay Service Charge is relieved by law until the Dispute is resolved.

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p

7. CALCULATION OF THE SERVICE CHARGE CAP

7.1 If the reference base used to compile the Index changes after the date of this Lease, the figure taken to be shown in the Index after the change is to be the figure that would have been shown in the Index if the reference base current at the date of this Lease had been retained.

7.2 If it becomes impossible to calculate the Service Charge Cap for any Accounting Period by reference to the Index because of any change in the methods used to compile or question arise the Index after the date of this Lease or for any other reason, or if any dispute or question arises between the parties in connection therewith, then the Service Charge Cap is to be determined by an arbitrator appointed in accordance with Clause 6.8.

SCHEDULE 4

ESTATE REGULATIONS

1. Not to use or permit or suffer to be used any car parking space on the Estate otherwise than for the parking of a taxed and roadworthy private motor car or motor cycle nor for any purpose which may cause a nuisance to the owners lessees or occupiers of other parts of the Estate.

2. Not to use or permit or suffer to be used any car parking space or spaces on the Estate other than those which the Tenant is entitled to use under the terms of this Lease (if any) and not to obstruct any of the said car parking spaces.

3. Not to use, permit or suffer to be used any bicycle parking facilities other than for the parking of a bicycle.

4. Not to use or permit or suffer to be used the Premises, the Common Parts or the Estate or any neighbouring land for any purpose so as to cause a nuisance, disturbance or annoyance to any other person.

5. Not to do or permit or suffer to be done any act or thing which may render void or voidable any policy of insurance for any premises in any part of the Estate or which may cause an increased premium to be payable in respect thereof.

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6. Not to play or use or permit, the playing or use of any musical instrument television radio loudspeaker or mechanical or other noise making instrument of any kind nor to practise or permit the practising of any singing in the Premises or any form of shouting or other such nuisance at any time or times of the day or night so as to cause any nuisance, disturbance or annoyance to any of the other owners tenants or occupiers of the Estate or any neighbouring land or which could annoy disturb or distress anyone

7. Not to commit or allow other occupiers of the Premises or invitees to the Premises to commit any acts of harassment or any acts likely to cause harassment whether on the grounds of race colour, religion sex sexual orientation age disability, ill health or otherwise which may interfere with the peace and comfort of or cause offence to any other owner, tenant occupier or visitors of the Estate (acts of harassment include, but are not limited to, any injurious words or deeds and acts or threats of violence including domestic violence or other form of anti social behaviour).

8 At all times when not in use to procure that the entrance door to the Premises is kept shut and not to make noise or permit or suffer others to make noise so as to cause any nuisance or annoyance to any of the other owners tenants or occupiers of the Estate and in particular to ensure that the main entrance door to the Premises is closed as quietly as possible and not to cause or permit or suffer others to cause disturbance or annoyance to the tenants or occupiers of the other parts of the Building

9 Not to do or permit to be done anything which may cause obstruction or interference in any of the pipes or drains or other service media.

10. Not to do or permit to be done anything which may cause an obstruction or interference in the Estate and the Common Parts and to keep the same free of obstruction at all times.

11. Not to keep nor allow to be kept any bird reptile dog cat or any other animal in the Premises without the Landlord’s Permission. Permission may be withdrawn if the Landlord believes the animal may be causing a nuisance, disturbance or annoyance to owners, lessees or other occupiers of the Estate. Not to allow any bird retile dog cat or any other animal bought onto or into the Estate Common Parts or the Building Common Parts to foul such areas.

12. Not to erect any external wireless or citizen band or television aerial or TV satellite receiving dish.

13. Not to use or permit to be used such part or parts of the Estate as are from time to time laid out as gardens other than for formal recreational purposes only.

14. Not to use or permit to be used any part of the Estate for the playing of games of any description or any other sport or pastime nor shall any bicycles skates skateboards or any other equipment be permitted to be used or ridden at any time anywhere on the Estate or the surrounding areas save for in designated areas.

15. Not to loiter or play in any part of the Estate nor to permit any person to loiter or play in any part of the Estate.

16. At all times to use and procure that the refuse stores and bins (if provided) are used as the sole method for the disposal of dust and refuse of whatever nature.

17. To comply and to procure compliance with such reasonable regulations as the Landlord may make from time to time relating to disposal of rubbish and the putting out of refuse for removal and such other matters as the Landlord considers necessary or desirable for the purpose of securing the safety orderliness or cleanliness of the Estate or the comfort or convenience of the tenants of other parts of the Estate or the efficient and economical performance by the Landlord of its obligations under the Lease.

18. Not to permit nor suffer to be hung any washing or other articles from any part of the Premises or the Common Areas.

19. Not to damage or remove nor permit to be damaged or removed any tree or shrub which may have been planted or retained on the Estate.

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20. Not to interfere or damage or remove nor permit or suffer to be interfered with, damaged or removed any street furniture or fittings or fitments ancillary thereto which may be placed on in or attached to the Estate.

21. Not to place fix nor permit or suffer to be placed or fixed outside the windows of the Premises any sun blinds window boxes flower pots or other articles nor to throw anything from the windows of the Premises provided that such items may be places on any balconies or terraces.

22. Not to affix or exhibit or permit or suffer to be affixed, placed or exhibited to or upon the exterior of any part of the Property or to or through any windows any sign, placard, poster, signboard, advertisement or other notice of any description.

23. Not to consume nor permit beverages or food to be consumed in the Common Parts.

24. Not to smoke nor permit other persons to smoke in the Common Parts,

25. Not to do anything which may prejudice the safety or security of the Estate or any neighbouring land or any owners or occupiers of the Estate or any neighbouring land.

26. Not to leave or deposit or allow to be left or deposited in the Common Parts any article or thing of any kind which is unsightly or of unseemly appearance or dangerous to any person

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EXECUTED (but not delivered until the date hereof) ASA DEED by ) [CAPCO] ) acting by a director and its secretary two directors

Director

Director/Secretary

EXECUTED (but not delivered until the date hereof) ASA DEED by ) THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAMMERSMITH AND FULHAM acting by its duly authorised signatory

Director

Director/Secretary

I

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