Exhibit 10.1





 


26
October 2006


99
BISHOPSGATE (NO.1) LIMITED AND

99 BISHOPSGATE (NO.2) LIMITED


and


HAMMERSON
UK PROPERTIES PLC


and


99
BISHOPSGATE MANAGEMENT LIMITED


and


CRA
INTERNATIONAL (UK) LIMITED


and


CRA
INTERNATIONAL, INC.


 


AGREEMENT

for grant of leases at Levels 24-26

99 Bishopsgate, London EC2


 


Herbert Smith LLP



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TABLE
OF CONTENTS


	
  Clause

  	
   

  	
  Headings

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  LEASE GRANT

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  LANDLORD’S CONTRIBUTION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  TENANT’S COVENANT

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  LOCAL LAND CHARGES ETC.

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  TITLE

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  DETERMINATION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  REPRESENTATIONS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  ALIENATION

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  NOTICES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  VALUE
  ADDED TAX

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  NON-MERGER

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  INTEREST

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  JURISDICTION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  PROTECTING
  AGREEMENT AGAINST LANDLORD’S TITLE

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  TENANT’S
  LEVEL 20/LEVEL 21 PRE-EMPTION

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  SERVICE
  CHARGE – INTERIM SUMS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  COLLATERAL
  WARRANTIES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  ACCESS AND INSPECTION

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  DEFECTS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  SNAGGING
  ITEMS AND INSPECTION

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  OPINION
  LETTERS

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  LANDLORD’S
  GUARANTOR

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  TENANT’S
  GUARANTOR

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  CONTINUING
  EFFECT OF AGREEMENT

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  EXCLUSION
  OF THIRD PARTY RIGHTS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  12

  	
   

  	
   

  



 



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THIS
AGREEMENT is made the 26 day of October 2006


BETWEEN:


(1)                                 99 BISHOPSGATE (NO.1)
LIMITED whose
registered office is at 10 Grosvenor Street, London W1K 4BJ (Co. Regn. No.
4123195) and 99 BISHOPSGATE (NO. 2) LIMITED whose
registered office is at 10 Grosvenor Street, London W1K 4BJ (Co. Regn. No.
4122779) (the “Landlord” which
expression shall include its successors in title and assigns) and


(2)                                 HAMMERSON UK PROPERTIES
PLC whose registered
office is at 10 Grosvenor Street, London W1K 4BJ (Co. Regn. No. 298351) (the “Landlord’s Guarantor”) and


(3)                                 99 BISHOPSGATE
MANAGEMENT LIMITED whose
registered office is at 10 Grosvenor Street, London W1K 4BJ (Co. Regn. No.
3071752) (the “Management Company”)
and


(4)                                  CRA INTERNATIONAL (UK) LIMITED whose
registered office is at St Helens, 1 Undershaft, London EC3A 8EE (Co. Regn. No.
04007726) (the “Tenant”) and


(5)                                  CRA INTERNATIONAL, INC. whose registered
office is at John Hancock Tower, T-33, 200 Clarendon Street, Boston MA 02116
whose address for service in the United Kingdom for the purposes of this
agreement is at St Helens, 1 Undershaft, London EC3A 8EE or such other address
as notified in writing from time to time (the “Tenant’s
Guarantor”).


WHEREBY
IT IS AGREED as follows:


1.                                     DEFINITIONS
AND INTERPRETATION


1.1                              Definitions


In this agreement unless the context otherwise
requires (and subject to any particular interpretation required by sub-clause
1.2):


“Architect” means
GMW Architects of PO Box 1613, 239 Kensington High Street, London W8 6SL;


“Building” means 99
Bishopsgate, London EC2;


“Building Contract”
means a building contract dated 19th December 2005 and made between Dominion
Corporate Trustees Limited and Dominion Trust Limited and Overbury Plc as
novated to the Landlord;


“Building Contractor” means
Overbury Plc of 77 Newman Street, London W1T 3EW;


“Collateral Warranties” means
collateral warranties to be entered into by the Building Contractor the
Mechanical and Electrical Engineer and the Architect in respect of the
Refurbishment Works under the relevant appointment or Building Contract in the
form attached at Appendix 1;


“Completion Date”
means:


(a)                                           in
relation to the Level 24 Lease, 1st November 2007; and



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(b)                                          in
relation to the Level 25 Lease and the Level 26 Lease, 1st March 2007;


“Default Event”
means any or all of the following to occur:


(a)                                  the
Tenant or the Tenant’s Guarantor shall have an order made or resolution passed
for its winding-up which is not removed within a period of fourteen days
thereafter;


(b)                                 the
Tenant or the Tenant’s Guarantor enters into voluntary winding-up other than
for the purposes of re-organisation whilst solvent;


(c)                                  the
appointment of a provisional liquidator to the Tenant or the Tenant’s
Guarantor;


(d)                                 presentation
of a petition for bankruptcy in respect of the Tenant or the Tenant’s Guarantor
which is not contested within fourteen days of presentation;


(e)                                  dissolution
of the Tenant or the Tenant’s Guarantor (whether or not after winding-up);


(f)                                    if
(in respect of the Tenant or of the Tenant’s Guarantor) a resolution is passed
or any other step is taken by the company or its directors for the appointment
of an administrator, or an administrator is appointed, or a petition or
application for an administration order is presented in relation to the
company;


(g)                                 if
a receiver (which expression shall without prejudice to the generality thereof
include an administrative receiver) is appointed over all or any of the
material assets of the Tenant or of the Tenant’s Guarantor;


(h)                                 the
Tenant or the Tenant’s Guarantor is unable to pay its debts within the meaning
of Section 123 of the Insolvency Act 1986;


(i)                                     if
any meeting of the Tenant or the Tenant’s Guarantor is convened pursuant to
Section 123 of the Insolvency Act 1986 to consider a proposal for a voluntary
arrangement under Part 1 of such Act; or


(j)                                     if
the Tenant or the Tenant’s Guarantor is struck off the Register of Companies or
is dissolved or otherwise ceases to exist under the laws of the country or
state of its incorporation;


“Defects
Period” means the period of 12 months from 2nd May
2006;


“Leases” means
together the Level 24 Lease the Level 25 Lease and the Level 26 Lease;


“Level 20 Lease”
means an underlease of the Level 20 Premises dated 24th October 1996 for a term of 15 years and made
between (1) 99 Bishopsgate Limited (2) 99 Bishopsgate Management Limited (3)
Hammerson UK Properties Plc (4) Donaldson, Lufkin & Jenrette International
Limited and (5) Donaldson, Lufkin & Jenrette Inc.;


“Level 21 Lease”
means an underlease of the Level 21 Premises dated 18th October 2000 for a term of 11 years and 5 days
and made between (1) 99 Bishopsgate Limited (2) 99 Bishopsgate Management
Limited (3) Hammerson UK Properties Plc (4) DLJ U.K. Properties Limited and (5)
Donaldson, Lufkin & Jenrette, Inc.;


“Level 24 Lease”
means an underlease of the Level 24 Premises in the form of the agreed draft
annexed to this agreement;



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“Level 25 Lease”
means an underlease of the Level 25 Premises in the form of the agreed draft
annexed to this agreement;


“Level 26 Lease”
means an underlease of the Level 26 Premises in the form of the agreed draft
annexed to this agreement;


“Level 20 Premises”
means the premises demised by the Level 20 Lease known as Level 20 forming part
of the Building and more particularly described in the Level 20 Lease;


“Level 21 Premises”
means the premises demised by the Level 21 Lease known as Level 21 forming part
of the Building and more particularly described in the Level 21 Lease;


“Level 24 Premises”
means the premises to be demised by the Level 24 Lease known or to be known as
Level 24 forming part of the Building and more particularly described in the
Level 24 Lease;


“Level 25 Premises”
means the premises to be demised by the Level 25 Lease known or to be known as
Level 25 forming part of the Building and more particularly described in the
Level 25 Lease;


“Level 26 Premises” means
the premises to be demised by the Level 26 Lease known or to be known as Level
26 forming part of the Building and more particularly described in the Level 26
Lease;


“Level 20 Tenant”
means Deutsche Bank AG a corporation domiciled in Frankfurt Germany operating
in the UK under branch registration number FC0076515 acting through its London
branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB and
shall include its successors in title and assigns of the Level 20 Lease;


“Level 21 Tenant” means Deutsche Bank AG a corporation domiciled
in Frankfurt Germany operating in the UK under branch registration number
FC0076515 acting through its London branch at Winchester House, 1 Great
Winchester Street, London EC2N 2DB and shall include its successors in title
and assigns of the Level 21 Lease;


“Mechanical and Electrical Engineer” means
Hoare Lea & Partners of Glen House, 200-208 Tottenham Court Road, London
W1T 7PL;


“Net Internal Area” has
the meaning ascribed to that expression by the Code of Measuring Practice —
Fifth Edition (RICS/ISVA) (or if there shall be no such edition or no such
expression for the time being the nearest equivalent thereto);


“Premises” means
together the Level 24 Premises the Level 25 Premises and the Level 26 Premises;


“Refurbishment Works” means
the works carried out to refurbish the Premises;


“Snagging Items List”
means the agreed snagging items list annexed to this Agreement;


“Snagging Works” means
the works carried out to the Premises pursuant to the Snagging Items List;


“Vacant Possession” means
the later of (a) the date upon which the Level 20 Tenant or the Level 21 Tenant
(as applicable) has physically vacated and removed its chattels from the Level
20 Premises or the Level 21 Premises (as applicable) and (b) the date upon
which 



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the Level 20 Lease or the Level 21 Lease (as
applicable) is terminated (howsoever determined).


“VAT” means Value
Added Tax as referred to in the Value Added Tax Act 1994 (or any tax of a
similar nature which may be substituted for or levied in addition to it).


1.2                              Interpretation


In this agreement:


1.2.1                                 words
importing the singular include the plural and vice versa and words importing
one gender include both genders;


1.2.2                                 where
a party comprises more than one person covenants and obligations of that party
take effect as joint and several covenants and obligations;


1.2.3                                 any
expressions common to this agreement and the Leases shall have the same meaning
ascribed to them in the Leases unless this agreement otherwise prescribes.


2.                                     LEASE
GRANT


2.1                              Engrossment
of the Leases


The Landlord’s solicitors shall prepare the
engrossments of the Leases and counterparts of them and shall submit the
original and counterparts of them to the relevant party in good time for
execution in readiness for completion.


2.2                              Payment
of cost of approvals


The Tenant shall pay on demand all proper expenses
(including solicitors’ and surveyors’ fees) incurred by the Landlord in and
incidental to every application by the Tenant for consent licence or approval
to its fit out works to the Premises even if the application is withdrawn or
properly refused provided that it shall only be for such expenses that exceed
£1.00 per sq ft inclusive of VAT of the entire Premises.


2.3                              Completion
of the Leases


The Tenant and the Tenant’s Guarantor shall execute
and deliver the counterparts and the Landlord the Landlord’s Guarantor and the
Management Company shall grant:


2.3.1                                 the
Level 24 Lease on 1st November 2007;


2.3.2                                 the
Level 25 Lease and the Level 26 Lease on 1st March 2007; and


2.3.3                                 subject
to clause 15 the new lease of the Level 20 Premises and/or the Level 21
Premises.


2.4                              Terms
of the Level 24 Lease


The following provisions shall apply in relation to
the grant of the Level 24 Lease:


2.4.1                                 the
Term shall commence on the Completion Date and expire on 2nd October 2016;



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2.4.2                                 the
rent first reserved shall be due and commence to be payable on 1st October 2008;


2.4.3                                 the
Insurance Rent the Service Charge and other outgoings shall be due and commence
to be payable on the Completion Date.


2.5                              Terms
of the Level 25 Lease and the Level 26 Lease


The following provisions shall apply in
relation to the grant of the Level 25 Lease and the Level 26 Lease:


2.5.1                                 the
Term shall commence on the Completion Date and expire on 2nd October 2016;


2.5.2                                 the
rent first reserved shall be due and commence to be payable on 1st October 2007;


2.5.3                                 the
Insurance Rent the Service Charge and other outgoings shall be due and commence
to be payable on the Completion Date.


3.                                     LANDLORD’S
CONTRIBUTION


On completion of each of the Leases, the Landlord will
carry out the following works and/or make the following contributions to the
Tenant in respect of each of the Leases:


3.1                              in respect of the Level 24 Lease, the
Landlord shall its own cost and if requested by the Tenant supply and fit high
quality carpet tiles from Milliken sufficient to fully cover the floor area of
the Level 24 Premises at a Net Internal Area of 10,723 sq ft;


3.2                              in respect of the Level 25 Lease, the
Landlord shall at its own cost and if requested by the Tenant supply and fit
high quality carpet tiles from Milliken sufficient to fully cover the floor
area of the Level 25 Premises at a Net Internal Area of 10,727 sq ft;


3.3                              in respect of the Level 26 Lease, the Landlord
shall at its own cost and if requested by the Tenant supply and fit high
quality carpet tiles from Milliken sufficient to fully cover the floor area of
the Level 26 Premises at a Net internal Area of 10,718 sq. ft;


3.4                              the Landlord shall contribute a sum of £22,
413.75 plus VAT towards the floor boxes in the Premises (calculated on the
basis of £75 (plus VAT) per floor box at a ratio of one box per 10 sq metres);


3.5                              the Landlord shall supply and fit venetian
horizontal perforated window blinds on the inside of all of the external
windows of the Premises;


3.6                              the Landlord shall deduct 100 sq ft from
the Net Internal Area of the Level 26 Premises set out in the Plowman Craven
Measurement Report dated April 2006 and shall contribute £10,000 (exclusive of
VAT) towards the cost of the installation of the disabled toilet in the Level
26 Premises.


Provided that, in relation to the carrying out of such
works as set out in clauses 3.1, 3.2, 3.3 and 3.5 the Landlord shall ensure the
works are carried out in a good and professional workmanlike manner and further
in co-ordination with the Tenant’s intended fit out works and duly consulting
with the Tenant as to times of access and the Landlord ensuring (a) the minimum
amount of interference and disruption as is reasonably possible is caused and
(b) 



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the making good as soon as possible to the reasonable
satisfaction of the Tenant any damage or injury thereby caused to the Premises.


4.                                     TENANT’S
COVENANT


The Tenant covenants to install the disabled toilet in
the Level 26 Premises as part of its initial fit out works following completion
of each of the Leases (subject to obtaining all necessary prior consents).


5.                                     LOCAL
LAND CHARGES ETC.


The Leases will be granted subject to:


5.1                              all local land charges whether registered
or not before or after the date hereof and all matters capable of registration
as local land charges whether or not actually so registered;


5.2                              all notices orders resolutions restrictions
agreements directions and proposals therefor made by any local or other
competent authority before or after the date hereof;


5.3


5.3.1                                 any
matters which are unregistered interests which override registered dispositions
under Schedule 3 to the Land Registration Act 2002


5.3.2                                 such
unregistered interests as may affect the premises to the extent and so long as
they are preserved by the transitional provisions of Schedule 12 of the Land
Registration Act 2002; and


5.4                              all matters contained or referred to in the Leases.


6.                                     TITLE


6.1                              The Landlord’s title to grant the Leases having
been deduced to the Tenant prior to the date hereof the Tenant shall not raise
any objection to that title and the Landlord shall not be required to reply to
any requisitions on that title save where the subject matter of the enquiry or
requisition is registered at the Land Registry or Central Land Charges Register
after the date hereof or otherwise revealed by the Tenant’s solicitors
pre-completion searches.


7.                                     DETERMINATION


7.1                              The Landlord may determine this agreement
by written notice to the Tenant to that effect in the event that a Default
Event occurs in relation to the Tenant and within fourteen working days thereof
the Tenant or the Guarantor shall not have set aside or rectified the Default
Event and in such event the Landlord shall re-enter upon and take possession of
the relevant premises and subject to clause 7.2 this agreement shall cease.


7.2                              The determination of this agreement shall
be without prejudice to any other rights or remedies of the Landlord against
the Tenant for the breach non-observance or non-performance of any of their
obligations under this agreement.



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8.                                     REPRESENTATIONS


The Tenant acknowledges that it has not relied on any representation by or on
behalf of the Landlord in entering into this agreement apart from the Landlord’s
solicitors’ written replies to the Tenant’s written enquiries before contract.


9.                                     ALIENATION


The Tenant is not permitted to
assign charge or otherwise deal with the benefit of this agreement in whole or
in part nor prior to the grant of the Leases make any disposition of the
Premises.


10.                              NOTICES


10.1                       Any notice served under
this agreement shall be validly served if:


10.1.1                           it is sent by facsimile transmission or by recorded
delivery post or personally delivered to the registered office of the party
being served or to such alternative address as it shall nominate in writing for
that purpose; or


10.1.2                           it is served in accordance with Section 196 of the
Law of Property Act 1925 (as amended by the Recorded Delivery Act 1962.


10.2                       Any notice or other
communication given by or to any party in accordance with this agreement may be
given by or to that party’s solicitors.


11.                              VALUE ADDED TAX


11.1                       All sums payable under
this agreement by any party to any other shall be deemed to be exclusive of any
applicable VAT.


11.2                       Where pursuant to the
terms of this agreement any party makes a supply to any other and VAT is
payable in respect of such supply the party receiving such supply shall pay to
the party making the supply on delivery of a valid VAT invoice in respect thereof
a sum equal to the amount of VAT so payable and shall make such payment:-


11.2.1                           at the same time as the payment to which such VAT
relates; or


11.2.2                           if later on the date on which a valid VAT invoice in
respect of the relevant amount addressed to the receiving party is issued to
that party.


12.                              NON-MERGER


This agreement shall continue in
full force and effect notwithstanding the grant of the Leases to the extent
that any provisions are still to be observed and performed.


13.                              INTEREST


In the event that any sums payable
by either party under this agreement are not paid on the due date the paying
party shall in addition pay on demand to the receiving party interest on such
sums at the rate of three per centum per annum above either the base rate of
National Westminster Bank Plc or such other bank (being for the time being
generally recognised as a clearing bank in the London market) as the receiving
party may from time to time 



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nominate from the date on which such
sum fell due for payment to the date of actual payment (as well after as before
any judgment obtained).


14.                              JURISDICTION


This agreement shall be governed by
and construed in accordance with the law of England and the Tenant’s Guarantor
submits to the exclusive jurisdiction of the English Courts and irrevocably
agrees that any process may be served on it by leaving a copy of the relevant
documents at its address for service in the United Kingdom and each party
undertakes to notify the other in advance of any change from time to time of
such address for service and to maintain an appropriate address at all times.


15.                              PROTECTING AGREEMENT AGAINST LANDLORD’S TITLE


The Tenant shall not be entitled to
note this agreement against the Landlord’s registered title other than by a
unilateral notice and shall not without the consent of the Landlord (such
consent not to be unreasonably withheld or delayed) send this agreement or a
copy of thereof to the Land Registry and if reasonably requested by the
Landlord the Tenant shall submit a duly completed form EX1 (completed by
the Landlord together with the appropriate fee provided by the Landlord and the
accompanying document(s) edited by the Landlord) with its application.


16.                              TENANT’S LEVEL 20/LEVEL 21 PRE-EMPTION


16.1                       In the event that the
Level 20 Tenant exercises its option to break the Level 20 Lease on 24th October 2008 or does not seek to renew the
Level 20 Lease pursuant to its rights under Part II of the Landlord and Tenant
Act 1954 or the Level 20 Lease
is otherwise determined or obtained by the Landlord prior to 23 October 2011
the Landlord will serve notice upon the Tenant no later than 15 working days
after the date upon which it obtains Vacant Possession of the Level 20 Premises
such notice to state the terms upon which it is prepared to grant a new lease
to the Tenant of such premises on open market
terms for a term expiring on 2nd October 2016 (such lease to be in the form of
the Level 24 Lease save for
premises description, rent, term, rent commencement, Landlord’s contribution
stated in rent review and (if such lease is for a term of less than 5 years)
security of tenure) provided that this clause 16.1 shall not operate in the
event that the Landlord agrees with the Level 20 Tenant to extend the Level 20
Lease or otherwise agrees to a surrender by and regrant to the Level 20 Tenant
of the Level 20 Lease.


16.2                       In the event that the
Level 21 Tenant exercises its option to break the Level 21 Lease on 24th October 2008 or does not seek to renew the
Level 21 Lease pursuant to its rights under Part II of the Landlord and Tenant
Act 1954 or the Level 21 Lease
is otherwise determined or obtained by the Landlord prior to 23 October 2011
the Landlord will serve notice upon the Tenant no later than 15 working days
after the date upon which it obtains Vacant Possession of the Level 21 Premises
such notice to state the terms upon which it is prepared to grant a new lease
to the Tenant of such premises on open market
terms for a term expiring on 2nd October 2016 (such lease to be in the form of
the Level 24 Lease save for
premises description, rent, term, rent commencement, Landlord’s contribution
stated in rent review and (if such lease is for a term of less than 5 years)
security of tenure) provided that this clause 16.2 shall not operate in the
event that the Landlord agrees with the Level 21 Tenant to extend the Level 21
Lease or otherwise agrees to a surrender by and regrant to the Level 21 Tenant
of the Level 21 Lease.


16.3                       The Landlord and the
Tenant shall (both acting reasonably and in good faith) within 15 working days
following the date of service of the Landlord’s notice seek to agree the terms
of the new lease of the Level 20 Premises or the Level 21 Premises (as
applicable) and if such lease is not agreed and completed within such period
the Tenant’s rights in this clause 16 shall cease to operate save where
the delay is attributable to the Landlord’s default in which case the time
period shall be extended by a period equal to such delay.



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17.                              SERVICE CHARGE – INTERIM SUMS


Prior to the grant of each of the Leases, the Landlord
shall notify to the Tenant in writing of the
amount of the Interim Sum (as such term is defined in the Leases) attributable
to the Leases in question and this figure shall be inserted in manuscript or
otherwise at paragraph 4 (D) of Schedule 5 of the Leases in question.


18.                              COLLATERAL WARRANTIES


18.1                       The Landlord shall use all reasonable
endeavours to procure as soon as reasonably possible after the date of this
agreement the grant of the Collateral Warranties in favour of the Tenant.


18.2                       The Landlord covenants
that upon the Landlord receiving notice from the Tenant or otherwise becoming
aware of any damage caused to the Premises or any part of it by any defect
shrinkage or other fault in the Premises resulting from the Refurbishment Works
the Landlord shall pursue in good faith with all due diligence in a reasonable
and proper manner and as soon as reasonably practicable any claims and actions
available to it in respect of any such defect shrinkage or other fault against
the Building Contractor EXCEPT THAT the Landlord shall not
be required to pursue claims and actions against such Building Contractor
unless the Landlord reasonably considers that it is commercially viable and
economic to pursue such claims and actions and in reaching its decision the
Landlord shall obtain a written opinion from appropriately legally qualified Counsel
(“Counsel”) in relation (inter alia) to the likelihood of any proposed claims
and actions being successful PROVIDED
THAT wherever
the Landlord instructs Counsel the Landlord shall:


18.2.1                           supply the Tenant with copies of the proposed
instructions to Counsel for the Tenant’s approval (such approval not to be
unreasonably withheld or delayed) and take into account any comments made by
the Tenant on those proposed instructions; and


18.2.2                           keep the Tenant informed as to the progress made with
obtaining such opinion which shall include an obligation to provide the Tenant
with copies of all correspondence or notes of any meetings or consultations
with Counsel; and


18.2.3                           provide the Tenant with a copy of the written opinion


PROVIDED THAT (subject always to the limitation on enforceability
referred to in this proviso below) the Landlord shall indemnify the Tenant
against any loss damage cost claim demand expense liability or proceeding
caused by or arising from any such defect shrinkage or other fault in the
Premises resulting from the Refurbishment Works.  Provided always that the Tenant’s entitlement
to pursue and enforce this indemnity against the Landlord shall be limited to
such sums as the Landlord has been able to recover pursuant to this clause.


19.                              ACCESS
AND INSPECTION


The Tenant and those duly authorised by it shall have
the right (subject to all reasonable requirements specified by the Landlord in
relation to such access) at all reasonable times and after reasonable notice to
the Landlord to enter upon the Premises in order to view the Premises and
develop its fit out plans prior to completion of the Leases.



 9
 






 



20.                              DEFECTS


The Landlord shall at no cost to the
Tenant cause the Building Contractor to remedy as soon as reasonably
practicable all defects shrinkages or other faults in the Refurbishment Works
which are due to any negligence omission or default on the part of the Building
Contractor which occur in the Premises (whether before or following the grant
of the Leases) during the Defects Period Provided that where necessary the
Tenant shall permit the Landlord and the Building Contractor and all persons
authorised by them at all reasonable times and on giving reasonable prior
written notice to enter the Premise in order to remedy such defects shrinkages
and other faults and the Landlord shall procure that the person so entering
shall comply with the Tenant’s reasonable directions and regulations and shall
cause as little damage and disturbance as reasonably possible and shall make
good to the reasonable satisfaction of the Tenant all damage caused thereby to
the Premises.


21.                              SNAGGING ITEMS AND INSPECTION


21.1                       The Landlord shall at no cost to the Tenant
remedy as soon as reasonably practicable all defects or other faults in the
Refurbishment Works listed in the Snagging Items List.


21.2                       The Landlord shall procure that the Tenant
is given not less than five working days written notice of the Architect’s
intention to inspect the Snagging Works with a view to the Architect certifying
that the Snagging Works are complete and any of the Tenant’s advisers (limited
to a maximum of two persons) shall be entitled to inspect the Snagging Works
together with the Architect and shall be entitled within three working days of
the joint inspection to make reasonable written representations direct to the
Landlord (and not to the Architect) and the Landlord shall refer any
representations to the Architect and the Landlord shall procure that the
Architect shall have proper regard to the representations but the Architect’s
independent discretion shall not be fettered by such representations.


21.3                       The Landlord shall forthwith following the
issue of the certificate confirming completion of the Snagging Works serve a
copy of such certificate on the Tenant.


22.                              OPINION LETTERS


On the date hereof and on the
Completion Date the Tenant’s Guarantor is to provide the Landlord the Landlord’s
Guarantor and the Management Company with an opinion letter in the form annexed
hereto from a reputable firm of lawyers in the jurisdiction in which the Tenant’s
Guarantor is incorporated to confirm to the Landlord the Landlord’s Guarantor
and the Management Company that the Tenant’s Guarantor:


22.1                       is properly incorporated
and registered in that jurisdiction;


22.2                       has the power to enter
into its obligations under the agreement and any other documentation entered
into pursuant to this agreement;


22.3                       has validly executed this
agreement and any other documents entered into on the date hereof and on the
Completion Date;


22.4                       is not subject to any
process of dissolution, insolvency proceedings or any other matter which may
affect the legality, validity or enforceability of this agreement or the
documents entered into on the Completion Date.



 10
 






 



23.                              LANDLORD’S GUARANTOR


In consideration of the Tenant
having entered into this agreement at the Landlord’s Guarantor request the
Landlord’s Guarantor as primary obligor guarantees and agrees with the Tenant
that:


23.1                       the Landlord will perform
its obligations in this agreement; and


23.2                       it will make good to and
indemnify the Tenant against all losses damages costs and expenses caused by
any default by the Landlord.


24.                              TENANT’S GUARANTOR


In consideration of the Landlord
having entered into this agreement at the Tenant’s Guarantor’s request the
Tenant’s Guarantor as primary obligor guarantees and agrees with the Landlord
that:


24.1                       the Tenant will perform
its obligations in this agreement; and


24.2                       it will make good to and
indemnify the Landlord against all losses damages costs and expenses caused by
any default by the Tenant; and


24.3                       no time or indulgence
granted to the Tenant by the Landlord nor any variation of the terms of this
agreement nor any other thing by virtue of which but for this provision the
Tenant’s Guarantor would have been released will in any way release the
obligations of the Tenant’s Guarantor hereunder to the Landlord under this
clause; and


24.4                       it will execute the
counterpart Leases as Tenant’s Guarantor for the Tenant when called upon to do
so by the Landlord; and


24.5                       if at any time before the
completion of the Leases any Default Event occurs in relation to the Tenant or
where the Tenant comprises one or more persons occurs in relation to any one of
those persons then the Landlord may at any time before completion of the Leases
invoke the provisions of clause 24.6 by written notice served on the Tenant unless it has
previously served notice pursuant to clause 6.1 in respect of that or any other
event; and


24.6                       immediately on service of
a notice pursuant to clause 24.5 but without prejudice to any pre-existing right of
action of any party in respect of any breach by any other party of its
obligations under this agreement the rights of the Tenant under this agreement
shall cease and determine and this agreement shall have effect from the date of
the notice as if the obligation to accept the Leases and the other obligations
of the Tenant contained in this agreement were the primary obligations of the
Tenant’s Guarantor and the Tenant’s Guarantor will when requisite execute and
deliver counterparts of the Leases in lieu of the Tenant on the terms of this
agreement and will take up the Leases on their grant.


25.                              CONTINUING EFFECT OF AGREEMENT


Anything contained in this agreement
to which effect has not been given by the completion of the various documents
referred to in this agreement shall remain in full force and effect.



 11
 






 



26.                              EXCLUSION OF THIRD PARTY RIGHTS


Each party confirms that no
term of this agreement is enforceable under the Contracts (Rights of Third
Parties) Act 1999 by a person who is not a party to this agreement.


27.


The covenants contained in clauses
3, 16, 17 and 18 of this agreement are personal to the parties to this
agreement and shall not bind their successors in title.


AS WITNESS the hands of the parties the day
and year first above written.


	
  Signed by

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  CRA INTERNATIONAL (UK) LIMITED

  	
  )

  	
  /s/ Frederick T. Baird

  	
   

  
	
   

  	
   

  	
  FREDERICK T. BAIRD

  
	
   

  	
   

  	
  Head of Europe of the Middle East

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  CRA INTERNATIONAL, INC.

  	
  )

  	
  /s/ Wayne D Mackie

  	
   

  
	
   

  	
   

  	
  WAYNE D MACKIE

  
	
   

  	
   

  	
  CHIEF FINANCIAL OFFICER

  



 



 12
 






 



 


26.                              EXCLUSION OF THIRD PARTY RIGHTS


Each party confirms that no
term of this agreement is enforceable under the Contracts (Rights of Third
Parties) Act 1999 by a person who is not a party to this agreement.


27.


The covenants contained in clauses
3, 16, 17 and 18 of this agreement are personal to the parties to this
agreement and shall not bind their successors in title.


AS WITNESS the hands of the parties the day
and year first above written.


	
  Signed by DAVID ATKINS

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  99 BISHOPSGATE (NO.1)

  	
  )

  	
   

  	
   

  
	
  LIMITED

  	
  )

  	
  /s/ DAVID ATKINS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by DAVID ATKINS

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  99 BISHOPSGATE (NO.2)

  	
  )

  	
   

  	
   

  
	
  LIMITED

  	
  )

  	
  /s/ DAVID ATKINS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by JOHN RICHARDS

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  HAMMERSON UK

  	
  )

  	
   

  
	
  PROPERTIES PLC

  	
  )

  	
  /s/ JOHN RICHARDS

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed by DAVID ATKINS

  	
  )

  	
   

  
	
  Director/Authorised Signatory

  	
  )

  	
   

  
	
  authorised for and on behalf of

  	
  )

  	
   

  
	
  99 BISHOPSGATE

  	
  )

  	
   

  
	
  MANAGEMENT LIMITED

  	
  )

  	
  /s/ DAVID ATKINS

  	
   

  



 



 13














 





HS
Draft 5: 19.10.2006


................................
2007


99
BISHOPSGATE (NO. 1) LIMITED


and


99
BISHOPSGATE (NO. 2) LIMITED


and


99
BISHOPSGATE MANAGEMENT LIMITED


and


HAMMERSON
U.K. PROPERTIES PLC


and


CRA
INTERNATIONAL (UK) LIMITED


and


CRA
INTERNATIONAL, INC.


UNDERLEASE


of


24th Floor at 99 Bishopsgate London EC2


Herbert Smith LLP



 1
 






 



 


TABLE
OF CONTENTS


	
  Clause

  	
   

  	
  Headings

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  INTERPRETATION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISE AND RENTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  TENANT’S COVENANTS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  LANDLORD’S COVENANTS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  PROVISION OF SERVICES

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
  THAT:

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  LANDLORD’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  TENANT’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 THE PREMISES

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 EASEMENTS AND RIGHTS GRANTED

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 EXCEPTIONS AND RESERVATIONS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 THE FIRST RESERVED RENT AND THE REVIEW
  THEREOF

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 THE SERVICE CHARGE

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 SERVICES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 MATTERS TO WHICH THE DEMISE IS SUBJECT

  	
   

  	
  49

  



 



 2
 






 



LAND
REGISTRY PRESCRIBED CLAUSES


	
  LR1. Date of lease

  	
                             2007

  
	
   

  	
   

  
	
  LR2.
  Title number(s)

  	
  LR2.1
  Landlord’s title number(s)



  NGL272172

  
	
   

  	
   

  
	
   

  	
  LR2.2
  Other title numbers



  None

  
	
   

  	
   

  
	
  LR3.
  Parties to this lease

  	
  Landlord

  

  99 BISHOPSGATE (NO.1) LIMITED (Co. Regn. No. 4123195) and
  99 BISHOPSGATE (NO.2) LIMITED (Co. Regn. No. 4122779 whose registered offices
  are at 10 Grosvenor Street London W1K 4BJ

  
	
   

  	
   

  
	
   

  	
  Landlord’s
  Guarantor

  

  HAMMERSON U.K. PROPERTIES PLC whose registered offices are
  at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No. 298351)

  
	
   

  	
   

  
	
   

  	
  Tenant

  

  CRA INTERNATIONAL (UK) LIMITEDwhose registered office is at St Helens 1 Undershaft London
  EC3A 8EE (Co. Regn. No. 04007726)



  Guarantor



  CRA INTERNATIONAL, INC.whose registered office is at John
  Hancock Tower, T-33, 200 Clarendon Street Boston MA 02116



  Management
  Company

   

  99 BISHOPSGATE
  MANAGEMENT LIMITED whose registered office is at 10 Grosvenor Street London
  W1K 4BJ (Co. Regn. No. 3071752)

  
	
   

  	
   

  
	
  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.



  As defined as the
  Demised Premises in the Particulars to this lease.

  



 



 3
 






 



 


	
  LR5. Prescribed statements etc.

  	
  None

  
	
   

  	
   

  
	
  LR6.
  Term for which the Property is leased

  	
  The term as specified
  in clause 1 of this lease and defined as “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



  The covenant specified
  in clause 4.15 of this lease

  
	
   

  	
   

  
	
   

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



  The right specified in
  clause 4.15 of this lease

  
	
   

  	
   

  
	
  LR10.
  Restrictive covenants given in this lease

  by the Landlord in respect of land other than

  the Property

  	
  None

  
	
   

  	
   

  
	
  LR11.
  Easements

  	
  LR11.1
  Easements granted by this lease for the benefit of the Property



  The easements as
  specified in Schedule 2 to this lease



  LR11.2
  Easements granted or reserved by this lease over the Property for the benefit
  of other property



  The easements as
  specified in Schedule 3 to this lease.

  
	
   

  	
   

  
	
  LR12.
  Estate rent charge burdening the property.

  	
  None

  
	
   

  	
   

  
	
  LR13.
  Application for standard form of restriction

  	
  None

  
	
   

  	
   

  
	
  LR14.
  Declaration of trust where there is more than one person comprising the
  Tenant

  	
   

  



 



 4
 






 



 


LEASE PARTICULARS


	
  1.

  	
   

  	
  DATE

  	
   

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON
  THE DATE FIRST ABOVE WRITTEN

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  PARTIES

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  LANDLORD

  	
   

  	
  :

  	
  99 Bishopsgate (No. 1) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  99 Bishopsgate (No. 2) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  MANAGEMENT COMPANY

  	
   

  	
  :

  	
  99 Bishopsgate Management Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  LANDLORD’S GUARANTOR

  	
   

  	
  :

  	
  Hammerson U.K. Properties plc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  TENANT

  	
   

  	
  :

  	
  CRA International (UK) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  TENANT’S GUARANTOR:

  	
   

  	
  :

  	
  CRA International, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISED PREMISES

  	
   

  	
  :

  	
  ALL THOSE premises
  on the 24th floor of the Building shown edged red on
  Plan 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  BUILDING

  	
   

  	
  :

  	
  99 Bishopsgate London EC2 shown edged red on Plan 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  CONTRACTUAL TERM AND TERM COMMENCEMENT AND
  EXPIRY DATES

  	
   

  	
  :

  	
  Commencing on the date hereof and expiring on 2
  October 2016

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  INITIAL RENT

  	
   

  	
  :

  	
  Six Hundred and Five Thousand Eight Hundred and Fifty
  Pounds (£605,850) per annum exclusive of VAT subject to review in the manner
  set out in Schedule 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  RENT COMMENCEMENT DATE

  	
   

  	
  :

  	
  1 October 2008

  



 



 5














 


 


THIS  UNDERLEASE made the         
day of                                                        
2007


BETWEEN:


(1)                                 99 BISHOPSGATE (NO. 1)
LIMITED whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4123195) and 99 BISHOPSGATE (NO. 2) LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4122779) (together the “Landlord”)


(2)                                 99 BISHOPSGATE
MANAGEMENT LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
3071752) (the “Management Company”)


(3)                                 HAMMERSON U.K.
PROPERTIES PLC whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
298351) (the “Landlord’s Guarantor”)


(4)                                 CRA INTERNATIONAL (UK)
LIMITED whose
registered office is at St Helens 1 Undershaft London EC3A 8EE (Co. Regn. No.
04007726) (the “Tenant”)


(5)                                 CRA INTERNATIONAL, INC.
whose registered office
is at John Hancock Tower, T-33, 200 Clarendon Street, Boston MA 02116
whose address for service in the United Kingdom for the purposes of this lease
is at St Helens 1 Undershaft London EC3A 8EE or such other address as advised
in writing from time to time (“Tenant’s
Guarantor”)


WITNESSES
as follows:


1.                                     DEFINITIONS


In this lease the following expressions have the
respective specified meanings (subject to any particular interpretation
required by clause 2):


“Acts of Terrorism” means
any act or omission of any person acting on behalf of or in connection with any
organisation which carries out activities directed towards overthrowing or
influencing by force or violence Her Majesty’s Government in the United Kingdom
or any other government de jure or de facto or as shall otherwise fall within
the definition of “terrorism” or “terrorist risk” normally used by insurance
companies in the insurance market


“Building” means
the land (of which the Premises form part) having a frontage to the west side
of Bishopsgate and a return frontage to the south side of Wormwood Street and
all buildings fixtures and other structures whatsoever (including Landlord’s Services
Equipment) from time to time thereon and the appurtenances thereof which land
(together with the building now erected thereon) is known as 99 Bishopsgate
London EC2 and shown verged by a red line on Plan 2


“Common  Parts” means all parts of the Building
which are from time to time intended for the common use and enjoyment of the
tenants and occupiers of the Building and persons claiming through or under
them (whether or not other parties are also entitled to use and enjoy the same)
and which are not let to any occupational tenant and are not designed for
exclusive beneficial use and occupation (or designated for exclusive use and
occupation by the Landlord) and including without prejudice to the generality
of the foregoing the pedestrian ways circulation areas lobby entrance halls
reception areas lifts including goods lifts lift shafts fire escapes landings
staircases passages forecourts car park



 1
 






 



post rooms service areas landscaped areas plant rooms
management suites and any other areas which are from time to time during the
Term reasonably provided by the Landlord for common use by or benefit of the
tenants and occupiers of the Building


“Development” has
the meaning ascribed to that expression by Planning Law


“Electricity Cost” means
the actual cost charged to the Landlord (without any mark up) of the provision
of electricity to the Premises (but not the Common Parts) after the date hereof
for consumption by the Tenant in accordance with the Landlord’s covenant
contained at clause 5.4 being a fair and proper proportion as reasonably and
properly determined by the Landlord of the total cost of the provision of
electricity to the Building as a whole (including the provision of any security
for the supply of electricity to the Building which may from time to time be
required by the relevant undertaker responsible for the supply of electricity
chosen by the Landlord) which proportion shall so far as practicable be
calculated and established using readings taken in such manner and at such
times as the Landlord shall from time to time reasonably and properly determine
of the check meters relating to the Premises from time to time installed but
otherwise shall be determined in such manner as the Landlord shall  in its reasonable discretion consider to be
fair and reasonable in all the circumstances Provided that the Landlord shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Electricity Cost and of the details of
its calculations


“Enactment” means
every Act of Parliament directive and regulation now or hereafter to be enacted
or made and all subordinate legislation whatsoever deriving validity therefrom


“Head Lease” means
the lease under which the Landlord holds the Premises dated 29th September 1975
made between The Prudential Assurance Company Limited (1) and Bishopsgate
Developments Limited (2) as varied by the Licence for Alterations and Deed of
Variation dated 24th March 2000 between (1) The Prudential Assurance Company
Limited and (2) 99 Bishopsgate Limited and the Deed of Variation dated 14th
April 2000 between (1) The Prudential Assurance Company Limited and (2) 99
Bishopsgate Limited and the Lease dated 14th April 2000 between (1) The
Prudential Assurance Company Limited and (2) 99 Bishopsgate Limited and “Superior Landlord” means the person for
the time being entitled to the reversion immediately expectant on the term
granted by the Head Lease and every other person having an interest in
reversion to that term


“Group Company”
means a company which is either the holding company of the Tenant or a wholly
owned subsidiary of the Tenant or the Tenant’s holding company (as both
expressions are defined in Section 736 Companies Act 1985)


“Insurance Cost” means
in respect of any period for which the same is required  to be calculated the aggregate of the amount
which the Landlord shall have reasonably and properly expended:


(a)                                 in
effecting and maintaining insurance against the occurrence of the Insured Risks
in relation to the Building in such sum as in the Landlord’s reasonable opinion
represents its then full current replacement cost (having taken advice from
insurance experts and making such advice available to the Tenant when
requested) with such allowance as the Landlord (having taken advice from
insurance experts as aforesaid) from time to time reasonably and properly
considers appropriate in respect of related liabilities and expenses (including
without limitation liability to pay any fees or charges on the submission of an
application for planning permission and costs which might be incurred in



 2
 






 



complying with any Enactment in carrying out any
replacement work and sums in respect of architects’ engineers’ and quantity
surveyors’ and other professional fees and incidental expenses incurred in relation
to any works of debris removal and of replacement and all irrecoverable VAT)
and


(b)                                in
effecting and maintaining any insurance relating to  property owners’ liability and  employer’s liability of the Landlord in
relation to the Building and anything done therein and


(c)                                 in
professional fees reasonably and properly incurred relating to insurance
including reasonable and proper fees for insurance valuations carried out at
reasonable intervals (but not more often than once in any 12 month period) and
all reasonable and proper fees and expenses payable to the Landlord’s advisers
in connection with effecting and maintaining insurance policies and claims AND


(d)                                equivalent
to the total of all standard and reasonable excess sums which the insurers are
not liable to pay out on any insurance claim in respect of the Building and
which the Landlord or the Management Company 
have expended in replacing the damaged or destroyed parts of the
Building


“Insurance
Rent” means in respect of any
period for which the same is required to be calculated the aggregate of:


(a)                                 a
fair and reasonable proportion attributable to the Premises as reasonably  determined by the Landlord of the Insurance
Cost for the relevant period


(b)                                the
amount which the Landlord shall reasonably and properly expend in effecting and
maintaining insurance against up to six years’ loss of the rents first  hereinafter reserved  having regard to potential increases of rent
in accordance with schedule 4 which might reasonably be expected to accrue and
with any addition to the amount insured as the Landlord may decide in respect
of irrecoverable VAT


(c)                                 (without
prejudice to all other provisions of this lease relating to the use of the
Premises and the vitiation of any policy of insurance) any amount which the
Landlord shall expend in paying all additional premiums and loadings on any
policy or policies of insurance required to be paid as a result of anything
done or omitted by the Tenant and


(d)                                any
tax charged on any premium for any such insurance


“Insured  Risks” means loss damage or destruction
whether total or partial caused by Acts of Terrorism fire lightning explosion
riot civil commotion strikes labour and political disturbances and malicious
damage aircraft and aerial devices (other than hostile aircraft and devices)
and articles dropped from them storm tempest flood bursting or overflowing of
water tanks and pipes impact earthquake and accidental damage to underground
water oil and gas pipes or electricity wires and cables subsidence ground slip
and heave and such other risks or perils against the occurrence of which the
Landlord or any Superior Landlord are obliged to insure or which the Landlord
may from time to time reasonably  deem it
desirable to insure subject to such exclusions and limitations as are from time
to time imposed by the insurers in the market generally and subject also to the
exclusion of such of the risks specifically hereinbefore mentioned as the
Landlord may reasonably decide (after



 3
 






 



 


consultation with the Tenant) where insurance cover in
respect of the risk in question is not for the time being available in the
London insurance market on reasonable terms


“Interest  Rate” means a yearly rate of three per cent
(3%) above either the base rate of Barclays Bank plc or such other bank (being
for the time being generally recognised as a clearing bank in the London
market) as the Landlord may from time to time nominate or if the base rate
cannot be ascertained then above such other rate as the Landlord may reasonably
specify (and so that whenever there is reference in this lease to the payment
of interest at the Interest Rate such interest shall be calculated on a daily
basis)


“Landlord’s Services Equipment” means
all the plant machinery and equipment (with associated Service Media) within or
serving the Building from time to time (whether or not within the Premises or
other premises let or intended to be let by the Landlord) comprising or used in
connection with the following systems (to the extent specified in the following
paragraphs of this definition):


(i)                                     the
whole of the sprinkler system within the Building (including sprinkler heads)


(ii)                                  the
whole of the fire detection and fire alarm systems


(iii)                               the
whole of the permanent fire fighting systems (but excluding portable fire
extinguishers or other fire equipment installed by the Tenant or other tenants
of the Building)


(iv)                              the
whole of the chilled water system


(v)                                 the
whole of the building management system (including the building security
system) installed by the Landlord


(vi)                              the
central electrical supply system from the mains supply into the Building so far
as (and including) the electrical riser busbars connecting to the distribution
boards at each level in the Building which is let or intended to be let by the
Landlord


(vii)                           the whole
of the air handling system and the electricity supply and control systems for
the same


(viii)                        the
standby generators and associated cabling wiring and duct work


but excluding in each case any “stand alone” or
additional systems installed by the Tenant or any other tenant or occupier of
the Building


“Lettable  Unit” means any unit of accommodation
forming part of the Building which is designed for separate occupation or any
part of the Building designated for separate occupation by the Landlord


“Level 25 Lease”
has the same meaning ascribed to it as in the agreement for lease dated
[                        ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (4);


“Level 26 Lease”
has the same meaning ascribed to it as is the agreement for lease dated
[                     ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (5);



 4
 






 



 


“Minor Works” means:


(a)                                  the
repositioning of light fittings within the suspended ceilings


(b)                                 the
provision of power outlet boxes (including all necessary wiring and tile
cutting)


(c)                                  the
repositioning of power outlet boxes and cut tiles within the raised floor
system


(d)                                 fixing
of picture frames or decorative panels to the core walls


“Net Internal Area” has
the meaning ascribed to that expression by the Code of Measuring Practice -
Fifth Edition (RICS/ISVA) (or if there shall be no such edition or no such
expression for the time being the nearest equivalent thereto) 


“Normal  Business  Hours”
means 7.30 a.m. to 7.30 p.m. on Mondays to Fridays inclusive (except
bank and other public holidays) subject to adjustment at the discretion of the
Landlord from time to time PROVIDED THAT at no time shall the Normal Business
Hours be less than 8.30 a.m. to 6.30 p.m.


“Order” means the
Regulatory Reform (Business Tenancies) (England and Wales) Order 2003;


“Outside Normal Business Hours Charge”
means the whole of the proper cost to the Management Company of carrying out or
providing any of the Services at the request of the Tenant outside Normal
Business Hours (including without prejudice to the generality of the foregoing
costs and expenses in the nature of those set out in Part II of Schedule 6) or
in the event of any of the Services being carried out or provided outside
Normal Business Hours to the Tenant and any other tenant or tenants of the
Building a fair proportion thereof as reasonably and properly determined by the
Management Company or a qualified surveyor (acting as an expert) appointed or
employed by the Management Company Provided that the Management Company shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Outside Normal Business Hours Charge
and of details of its calculations by the Management Company or such surveyor


“Permitted  Part” means any part or parts of the
Premises reasonably capable of separate occupation


“Permitted  Use” means use as offices for any purpose
within Class B1(a) (but not for any other purpose within that Use Class) of the
schedule to the Town and Country Planning (Use Classes) Order 1987


“Planning  Law” means every Enactment for the time
being in force relating to the use or development of land and buildings and
every planning permission statutory consent and agreement made under any
Enactment relating to the Building


“Plans” means the
plan annexed hereto


“Premises” means
the premises described in schedule 1 and all permitted additions alterations
and improvements made to them



 5














 


 












 



 


















 


“Public  Authority” means any Secretary of State and
any government department public local regulatory fire or any other authority
or institution having functions which extend to the Premises or their use and
occupation and any court of law and the companies or authorities responsible
for the supply of water gas and electricity or any of them and any of their
duly authorised officers


“Reinstatement Specification”
means the specification annexed hereto or in the event that materials listed in
the specification are not available from time to time or appropriate for use
then reference to such materials will be substituted by reference to materials
of not materially less quality which perform a similar function


“Review Date” means
24 June 2011


“Service Area” means
the areas at basement and sub-basement level of the Building comprising a
loading area, an area for refuse compactors, areas for the delivery and pick up
of goods and packages, the corridors giving access to the goods lift the post
room and access thereto from the public highway


“Services” means
the services and other matters specified in clause 6 and Part I of schedule 6


“Service  Media” means those parts of the Building
comprising gas water drainage electricity telephone telex signal and
telecommunications heating cooling ventilation air conditioning fire alarm and
other pipes drains sewers mains cables wires supply lines ducts conduits flues
and all other common conducting media plant appliances and apparatus for the
provision supply control and monitoring of services to or from the Building and
other common equipment in each case used or provided for the benefit of tenants
of the Building in common


“Term” means a term
of years commencing on the date of this lease and expiring on 2 October 2016
and includes any period of holding over or extension whether by any Enactment
or common law


“Uninsured Risks”
means an Act of Terrorism which is not an Insured Risk at the date of the
destruction or damage


“VAT” means Value
Added Tax as referred to in the Value Added Tax Act 1994 (or any tax of a
similar nature which may be substituted for or levied in addition to it)


“working day” means
any day on which clearing banks in the City of London are (or would be but for
a strike lock-out or other stoppage affecting particular banks or banks
generally) open for business (except Saturdays and Sundays)


2.                                     INTERPRETATION


2.1                                Words importing the
singular include the plural and vice versa and words importing one gender
include both other genders


2.2                                The
expressions “Landlord” “Landlord’s Guarantor” “Tenant” “Management Company” and
“Tenant’s Guarantor” wherever the context so admits include their respective
successors in title and assigns and where a party comprises more than one
person covenants and obligations of that party take effect as joint and several
covenants and obligations



 6
 






 



 


2.3                                A covenant by the
Landlord Tenant or Management Company not to do (or omit) any act or thing also
operates as a covenant not to permit or suffer it to be done (or omitted) and
to prevent (or as the case may be to require) it being done by the Tenant any
undertenant or any person at the Building with the authority (express or
implied) of the Tenant


2.4                                References in this
lease to:


2.4.1                                 any clause sub-clause
schedule or paragraph is a reference to the relevant clause sub-clause
schedule or paragraph of this lease and clause and schedule headings shall not
affect the construction of this lease


2.4.2                                 any right of (or
covenant to permit) the Landlord to enter the Premises shall also be construed
(always in accordance with the proviso to clause 4.9) as entitling the Landlord
to remain on the Premises with or without equipment but only for as short a
period as is reasonably necessary in all the circumstances and permitting such
right to be exercised by all persons authorised by the Landlord


2.4.3                                 any consent licence or
approval of the Landlord or words to similar effect mean a consent licence or
other approval in writing signed by or on behalf of the Landlord and given
before the act requiring consent licence or approval


2.4.4                                 the Premises (except
in clause 4.15) shall be construed as extending where the context permits to
any part of the Premises


2.4.5                                 a specific Enactment
includes every statutory modification consolidation and re-enactment and
statutory extension of it for the time being in force save in relation to
specific references to the Town and Country Planning (Use Classes) Order 1987
herein


2.4.6                                 the last year of the
Term includes the final year of the Term if it shall determine otherwise than
by effluxion of time and references to the expiry of the Term include such
other determination


2.4.7


(A)                             Where the context permits
rents or other sums being due from the Tenant to the Landlord or the Management
Company mean that they are exclusive of any VAT properly chargeable thereon and
the Landlord shall not be obliged to supply any VAT invoice until payment of
VAT is received by it


(B)                               Whenever the consent
licence or approval of the Landlord is required under this lease the relevant
provision shall be construed as also requiring (and any consent licence or
approval given by the Landlord shall be deemed subject to the need for) the
consent licence or approval of the Superior Landlord (for which the Landlord
shall apply expeditiously at the Tenant’s cost) but only where the same is
required under the Head Lease except that nothing in this lease or in any
consent licence or approval by the Landlord shall imply that the Superior
Landlord’s consent licence or approval will not be unreasonably withheld or
delayed


(C)                               References to any right
of (or covenant to permit) the Landlord to enter the Premises shall extend to
the Superior Landlord (but only where the



 7














 


99 BISHOPSGATE REINSTATEMENT SPECIFICATION


24TH FLOOR


1.0                               SUSPENDED CEILINGS


High quality polyester powder coated perforated metal ceiling planks
with 150mm wide trim strip at 3000mm centres, with a 40mm intermediate trim at
1500mm.


All planks lift out.  The light
fittings and diffusers are accommodated within matching plain tiles.


Tile perforation:  Micro-perforation with 10mm plain borders.


Finish:  RAL
9010 white, 20% gloss at 60 degrees.


Acoustic packing: 
An insulation material with a density of not less than
80 kg/m2 faced with a black glass fibre sheet fully
encapsulated, foil backed in a sealed and non - combustible envelope, with a
1mm zinc sheet backing.


2.0                               RAISED MODULAR FLOOR


A fully accessible,
medium grade, raised modular floor system with an average overall depth of
125mm.  The under floor space is cleaned,
clear of all tenant’s wiring and sealed.


Panel type:  Fully encapsulated, with a
particulate core with consistent exterior appearance.  Panel is supported by fully adjustable
pedestals adhered and fixed to the sub-floor.


Size:  600mm x 600mm.


Loading:
 The floor system
complies with the following working strengths :-


Concentrated load:  Not less than 4.5 kN over
300mm2 and not less than 3.0 kN over 25mm.


Uniformly distributed load:  Not less than 8.0 kN/m2.


General:  The floor system complies
with all aspects of the PSA Performance Specification for Raised Floors (MOB
PF2 / PS)


3.0                               BLINDS


High quality metal venetian blinds having 25mm
un-perforated slats, colour white RAL 9010, and weighted cord controls.


The blinds are purpose made to fit the height and
width of the window and are capable of being full retracted.  The blind head mechanism is securely fixed,
but easily removable for maintenance purposes.


4.0                               CARPETS


Carpet tiles from an 80/20 standard range of carpet
laid fully adhered to the raised floor system.



 1
 






 



 


5.0                               DECORATIONS


5.1                                 Office


·                         Walls:  Emulsion paint, white matt emulsion.


·                         Columns:  Emulsion paint, white matt emulsion.


·                         Skirtings:  Grey painted softwood.


·                         Office:  Core doors, clear lacquer finish.


6.0                               DOORS AND JOINERY


6.1                                 Veneer
finish with hardwood lippings – light oak.


7.0                               SERVICES


7.1                                 The
systems include; ventilation, heating and cooling by means of high level fan
coil units and controls, lighting and emergency lighting, small power and fire
alarm.


7.2                                 Design Criteria


	
  External Conditions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Summer Design

  	
   

  	
  29oC db, 20oC
  wb

  
	
  Winter Design

  	
   

  	
  -4oC db, 100% relative humidity

  



 


	
  Internal conditions

  	
   

  	
   

  
	
  Summer

  	
   

  	
  22oC + 1oC

  
	
  Winter

  	
   

  	
  20oC minimum

  
	
  Humidity Control

  	
   

  	
  50% + 10%

  



 


	
  Building cooling loads 

  	
   

  	
   

  
	
  Lighting

  	
   

  	
  18 W/m2 to
  occupied space

  
	
  Small Power 

  	
   

  	
  35 W/m2

  



 


	
  Occupancy

  	
   

  	
   

  
	
  1 person/ 10m2 NLA

  	
   

  	
   

  



 


	
  Ventilation/Outdoor air supply

  
	
  1.2 litre/second/m2 NLA

  	
   

  	
  (12 litres/second/person)

  



 


	
  Internal noise levels for building services

  
	
  Open Floors 

  	
   

  	
  NR38

  



 


	
  Electrical Distribution

  
	
  Lighting

  	
   

  	
  18 W/m2

  
	
  Small Power

  	
   

  	
  35 W/m2

  



 


	
  Lighting

  
	
  Lighting to office areas
  is provided by low brightness recessed luminaires with CIBSE LG3 guidelines
  to create a “good visual environment”.

  
	
   

  
	
  Lighting levels are 500
  lux at desk top level.

  



 



 2
 






 



 


Emergency Lighting


Self contained emergency
luminaires are installed in areas of escape in tenants’ accommodation.


Fire Alarm


The
fire alarm and detection system is of the analogue addressable type to category
L2 providing coverage to the building for protection of life.


The
system, incorporating a voice alarm, enables the speakers to be used for other
security and public address announcements.


The
systems provide phased evacuation and interfaces with mechanical plant,
security and lighting management systems.


7.3                                 Systems
Description


Ventilation Systems


The office floors are
serviced by a four-pipe fan coil unit air conditioning system located within
the suspended ceiling void. The units are as manufactured by Colman Moducel
model 235 or equal. The forged brass 4 port control valves are manufactured by
Satchwell type FEU. Conditioned air from the fan coil units is distributed via
sheet metal ductwork to plenum boxes as manufactured by Colman Moducel series
CB or equal.


Each fan coil unit will
be served by a dedicated return air diffuser mounted temperature sensor.


Supply & Extract
Diffusers


The plenum box
terminates with a linear diffuser to provide uniform air distribution. The
diffusers are manufactured by Colman Moducel CB series or equal, one and
two-way directional blow.


Air is extracted from
the space via extract diffusers as manufactured by Colman Moducel CB series or
equal, two-way directional blow. These diffusers do not require a fitted plenum
box.


Volume Control Dampers


Motorised isolation
dampers are installed in the supply and extract ductwork main branches to
achieve quadrant control, via the BMS to the floor. These isolation dampers are
manufactured by Siebe  Ltd modelMF/6233
or equal and approved.


Volume control dampers
are installed to all the sub branches to regulate their air volume. The dampers
are manufactured by Advanced Air or equal, are stainless steel, aerofoil
multi-blade dampers.


Fire Dampers


Where fire dampers are
installed they are of the fusible link type manufactured by Volume Control
Devices or equal and approved. The dampers comprise of interlocking stainless
steel aerofoil blades, stainless steel bearings and peripheral gasket, totally
enclosed drive mechanism and double skin galvanised 18 gauge spigot casing.



 3
 






 



 


Sprinklers


A sprinkler system is
installed throughout to comply with the requirements of BS 5306 Part 2 1990 and
the recommendations of the Loss Prevention Council. The sprinkler heads as
installed are flush mounted as manufactured by Reliable Ltd or equal.


Valves


Commissioning Valves and
Isolating Valves are installed to the return and flow respectively, of the landlord’s
and tenants’ secondary CHW installation to the floor. The valves are as
manufactured by Tour and Anderson Ltd or equal and approved.


Commissioning valves are
typically as follows:


Up to 50mm diameter TA
Fig MD41. A metal bronze commissioning set comprising of MD20 double regulating
valve and MDFO on a fixed plate.


Isolation valves are
typically as follows:


Up to 50mm diameter TA
Fig 64. A metal gate valve 65mm and above. TA Fig 35 lever operated butterfly
valve.


Perimeter Heating


Perimeter heating is
provided to offset heat losses to the glazing. The finned heating element is
manufactured by HCP Ltd or equal and approved, installed in an Architectural
perimeter rail provided by Permasteelisa, the cladding manufacturers.


Light Fittings


Type
S -  ETAP 2x28W T5 300x1200mm module
recessed fluorescent luminaire with high frequency control gear and Meso-optic
diffuser.


Type
SE - As A type except with 3hr integral battery for emergency use.


Type  T – Torus 35FX range recessed 25W ceramic
metal halide narrow beam projector with remote high frequency ballast.


Type
W – Optix size 4 range recessed 2x18W (4000k) compact fluorescent wash-light
with asymmetric kick deflector. Supplied with high frequency control ballast.


Type
U – Bola SBI range recessed 35W ceramic metal halide wall-washer with set 30°
tilt and inbuilt 2 part reflector. Supplied with remote electronic ballast and
35W HIT G12 – 4000k lamps and white bezel.


Lighting Management
System


Lighting Management
System which provides independent control and monitoring of every luminaire by
Delmatic  type ZMC, comprising ZMC floor
controllers and ZMC 8 way output control module or equal.


Small Power


Modular wiring system
comprising master distribution boxes, wiring and tee-off components for
connection to the high level fan coil units and lighting control modules.


Master distribution box –
12 No. 20A output ports


Accessories


Wandsworth series 2
range with satin stainless steel finish or equal.



 4
 






 



 


Fire Alarm and Detection
System


An intelligent analogue
programmable addressable system by ADT type IRC-3 incorporation voice and
public address comprising: -


Smoke
detectors – Signature Series 4D


Break
glass call point – SIGA – KR1/SR/6S


Speakers –
QFIT/SPECIAL/TF


Or equal.


Lighting


Lighting to office space by low brightness recessed
fluorescent luminaries provided with CIBSE LG3 guidelines to create a ‘good
visual environment’.


Lighting
control to the office space complies with the new Part L of the Building
Regulations, namely the Requirement L2(g) for providing lighting systems which
are energy efficient.


“S”
and “SE” type luminaires as specified below to all locations as indicated on
the basebuild drawings.  Specification
as:


S
-  2x28W T5 recessed fluorescent
luminaire with high frequency control gear. 
As ETAP fitting previously described or equal and approved.


SE
– As S type except with 3hr integral battery for emergency use.


Lighting
to the office space is supplemented by feature lighting to the perimeter and
interior core by the means of downlights and wall-washers described previously
and shown on the base build drawings.


30
No. lighting control devices per floor. These devices are the combined
photocell/ presence detector/ infra red receiver type compatible with the
Delmatic lighting control system.


Emergency Lighting


Emergency lighting in all the office areas using
general service luminaries with integral battery and chargers and
self-contained emergency luminaires. Automated testing is through the lighting
control system.


Power Systems


Final wiring from lighting control boxes to luminaries.  This cabling is of pre-wired lengths with
plug type connectors to suit the Delmatic system.


Wiring from fused connection units to fan coil units
as flexible connections, LSF type cabling.


Earthing & Bonding


The main earthing system is extended to the ceiling
grid and earthing of new electrical installation.


The refurbished Earthing and bonding system complies
with the relevant British Standard and the requirements of BS 7671.


Fire Detection and Alarm


Fire alarm devices include smoke detectors, voice
alarm speakers and manual call points to integrate with the existing ADT Type
IRC-3 system.


Electrical Accessories


Face plates for all electrical accessories including
socket outlets, fused connection units and lighting switch plates.  These are Wandsworth series 2 range with
satin stainless steel finish or equal.



 5
 






 



 


Floor Boxes


3 compartment box with interchangeable plates, minimum
layout 1 box to 10 sq m.


Security System


A distributed
intelligence structured wide area access control system by ADT type Janus
comprising:-


Magnalocks – DRYAD
DS7001


Proximity Readers –
IDE/004/REA


Passcards –
IDE/001/PC


Passive Infraced
Detectors 3600 –
P55048


CCTV Camera –
CD/6252


Door Controller - IDC


8.0                               SUNDRIES


8.1                                 The
installation of statutory fire escape signs to BS 5499 and fire action notices,
complete with frames, clips and hanging wires.



 6














 


Head Lease so
provides) and to all persons authorised by it and shall be construed in the
manner required by clause 2.4.2 but in relation to the Superior Landlord and
those with its authority and the Landlord shall use its reasonable endeavours
to ensure that any such rights of entry under the Head Lease are exercised in
accordance with the proviso to clause 4.9


(D)                              The
rights excepted and reserved in schedule 3 are also excepted and reserved for
the benefit of the Superior Landlord


3.                                     DEMISE
AND RENTS


The Landlord DEMISES
unto the Tenant ALL  THAT the Premises TOGETHER  WITH
the easements and rights specified in schedule 2 exercisable in common with the
Landlord and all others with its authority or otherwise from time to time
entitled thereto EXCEPT and RESERVED unto the Landlord and all other
persons authorised by it from time to time during the Term (including the
Management Company in relation to the provision of the Services) the easements
and rights specified in schedule 3


TO  HOLD the Premises unto the Tenant (together
with and except and reserved as aforesaid) for the Term SUBJECT to all rights easements covenants
stipulations and other matters affecting the same and SUBJECT to the provisions of the deeds and
documents mentioned in schedule 7


YIELDING
AND PAYING therefor:


FIRST yearly and
proportionately for any part of a year:


(A)                             from
and including the date hereof to and including the day before the Rent
Commencement Date a peppercorn (if demanded), and


(B)                               from
and including the Rent Commencement Date to and including the day on which the
Review Rent is agreed or determined in accordance with schedule 4 (and subject
always to the provisions of schedule 4) the Initial Rent


payable by equal quarterly payments to be made in
advance on the usual quarter days in every year the first such payment (or a
due proportion thereof) to be made on the date hereof


SECONDLY as
additional rent from time to time the Insurance Rent payable within 14 days of
demand


THIRDLY as
additional rent on demand (in addition and without prejudice to the Landlord’s
right of re-entry and any other right) interest at the Interest Rate on
any sum owed by the Tenant to the Landlord (or the Management Company as
appropriate) whether as rent or otherwise which is not:


(a)                                 received
by the Landlord (or the Management Company as appropriate) on the due date (or
in the case of money due only on demand within fourteen days after the date of
demand) calculated for the period commencing on the due date for payment and
ending on the date the sum and the interest is received  by the Landlord



 8
 






 



 


(b)                                demanded
(or if tendered is for the time being refused) by the Landlord acting
reasonably and properly (in the light of not wishing to waive its right to
forfeit) in circumstances where the Tenant has materially breached its
obligations under clauses 4.6, 4.12, 4.13 or 4.15 of this lease (but not
otherwise) calculated for the period commencing on the due date for payment and
ending on the date the sum (and the interest) is subsequently received by the
Landlord


PROVIDED THAT the
Landlord shall not be able to charge interest twice on the same sum if the
express provision therefor is made elsewhere in this lease


FOURTHLY as
additional rent all VAT for which the Landlord is or may become liable to
account to H.M. Revenue & Customs (or other relevant body to whom account
has for the time being to be made) for which the Landlord is unable to obtain
credit or repayment as input tax on the supply by the Landlord to the Tenant
under or in connection with the provisions of this lease or the interest
created by it and of any other supplies whether of goods or services by the
Landlord such rent fourthly reserved to be due for payment contemporaneously
with the other rents or sums to which it relates


AND FIFTHLY a rent
equal to the Electricity Cost such rent to be payable within 14 days of demand
(either monthly or quarterly) as the Landlord shall properly determine


4.                                     TENANT’S
COVENANTS


The Tenant covenants with the Landlord (and in respect
of sub-clause 4.30 also with the Management Company) throughout the Term:


4.1                                Rent


To pay the rents reserved by this lease on the days
and in the manner set out in clause 3 without deduction or set off


4.2                                VAT


Wherever the Tenant is required to pay any amount to
the Landlord  hereunder by way of
reimbursement or indemnity to pay to the Landlord  (as applicable) in addition  an amount equivalent to any VAT incurred by
the Landlord save to the extent that the Landlord  obtains credit for or repayment of such VAT
incurred by the Landlord  pursuant to
sections 24 25 and 26 Value Added Tax Act 1994 or any regulations made
thereunder or otherwise


4.3                                Outgoings


To pay all rates taxes charges and other outgoings
whatsoever now or hereafter assessed charged or imposed upon the Premises or
upon their owner or occupier by a competent authority (and a fair proper
proportion reasonably determined by the Landlord attributable to the Premises
of any rates taxes charges and other outgoings now or hereafter assessed
charged or imposed upon the Premises in common with other premises or upon the
owners or occupiers thereof) and (to the extent the Tenant does not pay it
directly to the relevant supplier) the total cost (including meter rents) of
all water (including chilled water) electricity and gas separately metered
and/or exclusively supplied to the Premises during the Term  in all cases to the extent that they do not
form part of and/or are not recoverable under the Service Charge or as an
Electricity Cost excluding (without prejudice to the rent fourthly reserved and
clause 4.2) any tax payable by the Landlord as a result of any actual



 9
 






 



or implied dealing with the reversion of this lease or
of the Landlord’s receipt of any sums payable by the Tenant hereunder


4.4                                Compliance with Enactments


To comply with the requirements of all Enactments and
of every Public Authority (including the due and proper execution of any works)
in respect of the Premises their use occupation employment of personnel in them
and any work being carried out to them (whether the requirements are imposed
upon the owner lessee or occupier) and not to do or omit anything on the
Premises by which the Landlord may become liable to make any payment or do
anything under any Enactment or requirement of a Public Authority


4.5                                Notices


As soon as possible to give to the Landlord notice of
(and a  copy of) any notice permission
direction requisition order or proposal made by any Public Authority and
without delay to comply in all respects at the Tenant’s cost with the
provisions thereof save that the Tenant shall if so required by and at the cost
of the Landlord make or join in making such objections or representations in
respect of any of them as the Landlord may reasonably require


4.6                                Repair


To keep the Premises in good and substantial repair
and condition (damage by any of the Insured Risks or an Act of Terrorism (if
not an Insured Risk) excepted to the extent that the insurance money shall not
have been rendered irrecoverable or insufficient because of some act or default
of the Tenant or of any person deriving title under or through it or their
respective servants or agents or invitees) and to replace whenever necessary
during the Term and on expiry of the Term the Landlord’s fixtures and fittings
(including any fitted carpets) in the Premises (but for the avoidance of doubt
excluding the Landlord’s Services Equipment) which may have become beyond
repair with items of a similar type and quality to be approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


4.7                                Decoration and general condition and servicing


4.7.1                                 To
keep the Premises maintained to a high standard of  decorative order and finish and properly
cleansed and tidy and (without prejudice to the foregoing) as often as the same
shall be necessary (and not less frequently than once in every fifth year of
the Term) and also in the last year of the Term to clean paint polish or
otherwise treat as the case may be all inside surfaces of wood and metal work
of the Premises usually or requiring to be painted polished or otherwise
treated with two coats at least of high quality paint or polish vinyl wall
coverings (where applicable) or other appropriate materials in a good and
workmanlike manner (and during the last year of the Term in a colour scheme and
with materials first approved by the Landlord such approval not to be
unreasonably withheld or delayed) PROVIDED  ALWAYS  THAT the Tenant
shall not be obliged to carry out any such decorative treatment if the need for
it is caused by damage by any of the Insured Risks to the extent that the
insurance money shall not have been rendered irrecoverable or insufficient
because of some act or default of the Tenant or of any person deriving title
under or through it or their respective servants agents or invitees



 10
 






 



4.7.2                                 To
clean the inside of all external window glazing in the Premises as often as is
reasonably necessary


4.7.3                                 To
enter into and maintain contracts for the regular inspection maintenance and
servicing of all fixed plant and equipment comprised in the Premises which
will  impact on the Landlord’s Services
Equipment  by reputable contractors
approved by the Landlord (such approval not to be unreasonably withheld) and to
obtain satisfactory test certificates as may be reasonably required by the
insurers and whenever reasonably required by the insurers in writing (but not
more than once in any calendar year) to produce copies of such contracts and
certificates


4.8                                Refuse


Not to deposit any refuse on any of the Common Parts
except in areas designated for such purpose from time to time by the Landlord
(provided that the Landlord designates sufficient refuse areas within the
Common Parts having appropriate regard to the interests of good estate
management) and to comply with all proper requirements of any Public Authority
and any reasonable regulations made by the Landlord pursuant to clause 4.27 in
relation to control over and disposal of rubbish


4.9                                To permit entry


To permit the Landlord (and persons authorised by the
Landlord) at reasonable times on reasonable prior written notice (except in an
emergency) to enter the Premises in order to:


4.9.1                                 examine
their state of repair


4.9.2                                 ascertain
that the covenants and conditions of this lease have been observed


4.9.3                                 take
any measurement or valuation of the Premises


4.9.4                                 rebuild
renew cleanse alter test maintain repair inspect and make connections to any
part of the Building including the Service Media where such works cannot
otherwise be carried out without such entry


4.9.5                                 during
the last six months of the Term (or at any time in the case of a disposal of
the Landlord’s interest) to show the Premises to prospective purchasers or
tenants and their agents


4.9.6                                 exercise
the rights described in schedule 3


PROVIDED  ALWAYS  THAT
the Landlord shall not exercise any right to enter to carry out work on the
Premises for the purposes described in clause 4 so as to interfere to a
substantial extent or for a substantial time with the use of the Premises for
the purpose of the business carried on by the Tenant the Landlord taking all
reasonable steps to minimise inconvenience and as expeditiously as reasonably
possible making good all and any damage caused by reason of such entry to the
Premises to the reasonable satisfaction of the Tenant and wherever practicable
in relation to any works in accordance with a programme of works approved by
the Tenant (such approval not to be unreasonably withheld or delayed having due
regard to the Landlord’s interest in the Building) and in compliance at all
times with the Tenant’s reasonable regulations as to security and indemnifying
the Tenant against all losses, costs, expenses or damage reasonably incurred
arising as a result thereof



 11
 






 



4.10                           Compliance with notices relating to repair or condition


4.10.1                           To
comply with any written notice requiring the Tenant to remedy any breach of its
covenants relating to repair and condition


4.10.2                           If
the Tenant shall not within a reasonable time commence and thereafter complete
compliance  with any such notice to
permit the Landlord and any authorised person to enter the Premises to remedy
the breach as the Tenant’s agent and at the Tenant’s cost


4.10.3                           To
pay to the Landlord on demand the actual costs and expenses reasonably and
properly incurred by the Landlord under the provisions of this sub-clause


4.11                          Encroachments


4.11.1                           Not
knowingly to obstruct any rights of light and other easements belonging to the
Premises and not to give any acknowledgment that they are enjoyed by consent


4.11.2                           Not
knowingly to do or omit anything which might subject the Premises to the
creation of any new easement which would adversely affect the Landlord’s
interest in the Premises and to give notice to the Landlord of any encroachment
which might have that effect as soon as reasonably practicable following the
same coming to the attention of the Tenant or when the Tenant ought reasonably
to have become aware of the same


4.12                          Alterations and reinstatement


4.12.1                           Not
to carry out any Development of or on the Premises nor (without prejudice to
the exclusion of structural parts from the demise of the Premises) any works
affecting any structural parts of the Building nor any work affecting the
external appearance of the Premises or the Building and not knowingly to commit
any waste PROVIDED THAT the Tenant shall with the
Landlord’s prior approval (such approval not to be unreasonably withheld or
delayed) be permitted to:


(A)                             affix
items to the structure in a manner which does not affect the structural
integrity of the Building


(B)                               install
kitchenette facilities (not requiring external extraction ducting)


(C)                               install
a disabled toilet


(D)                              install
air conditioning to service a computer room


(E)                                install
showers


(F)                                install
fan coil units


(G)                               for
so long as the Tenant occupies other parts of the Building contiguous to the
Premises pursuant to other leases works to link the Premises with the floors of
such contiguous parts of the Building with internal staircases and other media


4.12.2                           Subject
to Schedule 2 and without prejudice to any other rights of the Landlord in
respect of areas not included in the Premises not to install or erect any
exterior



 12
 






 



lighting shade
or awning or place any structure or other thing outside the Premises without
Landlord’s consent


4.12.3                           Without
prejudice to paragraphs 4.12.1 and 4.12.2 of this sub-clause and subject
to the provisos to this paragraph 4.12.3 not to make any other alteration or
addition to the Premises (including all electrical and other plant and
equipment and the installation and removal of demountable partitioning) except:


(A)                             in
accordance with plans and specifications (adequately describing the work in
question and the manner in which the work will be carried out) previously
submitted at the Tenant’s expense in triplicate to and approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


(B)                               in
a manner which shall not materially adversely affect the Landlord’s Services
Equipment any Service Media or the provision of any of the Services


(C)                               in
accordance with any relevant terms conditions and regulations of any Public
Authority (and in particular in relation to any electrical installation in
accordance with the terms and conditions laid down by the Institution of
Electrical Engineers and the Regulations of the Electricity Supply Authority)
and the requirements of the insurance company with whom the Premises are for
the time being insured and


(D)                              in
a good and workmanlike manner


PROVIDED
ALWAYS THAT:


(I)                                   if
required no such alterations or additions shall be carried out until the
Landlord has issued its consent (not to be unreasonably withheld or delayed) in
writing to which the Tenant shall if required join as a party in a form
reasonably acceptable to the Landlord


(II)                               any
approved alteration or addition directly affecting the Service Media or the
provision of any of the Services shall if the Landlord reasonably requires be
carried out by the Landlord as agent for the Tenant (the Landlord having first
provided the Tenant with at least two written estimates in respect of such
works and giving the Tenant an opportunity to select which estimate the
Landlord should proceed with) and all reasonable and proper costs expended by
the Landlord in so doing shall be repayable by the Tenant on written demand


(III)                           once
any such alterations or additions have been carried out the Tenant shall supply
to the Landlord within 90 days of practical completion of such alterations or
additions five copies of as-built plans (or if appropriate a computer
aided design disk) if different from plans already provided pursuant to 4.12(A)
showing the works as carried out and such other appropriate information
reasonably required by the Landlord to enable the Landlord and the Tenant to
complete a Licence for Alterations and to manage the Building effectively in
the interests of good estate management and if the Tenant does not so provide
as-built plans, computer disks and other appropriate information within
the 90-day



 13
 






 



period aforesaid the Landlord may instruct its own
consultants to prepare such information (the Tenant hereby agreeing to allow
the Landlord and its consultants access to the Premises for such purposes) and
the Tenant will within 7 days of demand reimburse to the Landlord its
reasonable and proper costs in connection therewith


(IV)                           notwithstanding
the provisos (I) to (III) above, the Tenant may erect and remove demountable
partitioning and other works of a minor (non-structural) nature
(including the Minor Works) not having a material adverse effect on the Service
Media, the Landlord’s Services Equipment or provision of the Services without
the Landlord’s consent subject to the Tenant giving written notice to the
Landlord (together with plans in triplicate detailing such works) following
such works


4.12.4                           At
the expiry of the Term if and to the extent required by the Landlord to remove
all alterations and additions made to the Premises by the Tenant and make good
the Premises in accordance with the Reinstatement Specification in a proper and
workmanlike manner PROVIDED THAT this
paragraph 4.12.4 shall not apply in a case where the Landlord serves a Counter-Notice
pursuant to sub-clause 4.15.2.


4.13                          Use


Not to use the Premises:


4.13.1                           for
any purpose (and not to do anything in or to the Premises) which may be or
become or cause a nuisance  obstruction
or damage to any person or property


4.13.2                           for
a sale by auction or for any public meeting or for any dangerous noxious noisy
illegal offensive or immoral trade business or activity or for residential
purposes and not to use the Common Parts for the transaction of any business or


4.13.3                           
(without prejudice to the preceding paragraphs of this sub-clause) except
for the Permitted Use


4.14                          Signs


4.14.1                           Subject
to any provision herein to the contrary not to erect any aerial satellite dish
sign signboard pole antenna wire or other apparatus on the outside of the
Building


4.14.2                           Not
to affix or exhibit so as to be visible from outside the Premises any placard
sign notice fascia board or advertisement except the approved signs referred to
in paragraph 3 of schedule 2


4.15                          Alienation


4.15.1                           If
the Tenant at any time proposes to assign or underlet the whole of the Premises
the Tenant shall first by an irrevocable unconditional written notice (“the
Tenant’s Notice”) served upon the Landlord offer to surrender or assign this
lease to the Landlord upon such financial terms and conditions as the Tenant may
desire



 14
 






 



 


4.15.2                           During
the period of fifteen working days following service of the Tenant’s Notice the
Landlord may serve on the Tenant a notice in relation to the surrender created
by this clause 4.15 in a form complying with the requirements of Schedule 3 to
the Order (a “Warning Notice”).


4.15.3                           If
the Landlord shall serve a Warning Notice the Tenant shall make a duly executed
declaration or statutory declaration in a form complying with the requirements
of Schedule 4 of the Order (a “Declaration”)
as soon as reasonably practicable and the offer contained in the Tenant’s
Notice shall remain irrevocable and open for acceptance by the Landlord until
the service on the Tenant of the Counter-Notice pursuant to clause 4.15.4.


4.15.4                           Within
fifteen working days of receipt of the Tenant’s Notice or, if later, the date
of receipt of the Declaration from the Tenant (in respect of which time shall
be of the essence) the Landlord may issue a counter-notice (“the Counter-Notice”) upon the Tenant stating the Landlord
wishes to accept such surrender or assignment on the terms specified in the
Tenant’s Notice


4.15.5                           If
the Landlord serves a Counter-Notice on the Tenant then the Tenant shall
surrender or assign (at the Landlord’s option) this lease to the Landlord and the
Landlord shall accept an obligation to take a surrender or assignment of this
lease (as the case may be) upon the terms specified in the Tenant’s Notice
within 15 working days of receipt of the Counter-Notice by the Tenant either
with vacant possession or subject only to a permitted underletting and the
Tenant’s liability hereunder shall cease in respect of any matters arising
following the date of such assignment or surrender and the Tenant shall be
released from all its obligations hereunder but without prejudice to any
antecedent breaches of covenant save in respect of reinstatement in relation to
which the Tenant shall be required to leave the Premises in a clean and tidy
condition (with all furniture removed) but not reinstated to the Reinstatement Specification.  Upon completion of such surrender or
assignment (as the case may be) the Landlord shall (by deed) execute a formal
release of the Tenant’s obligations hereunder in such form as the Tenant shall
reasonably require


4.15.6


(A)                             If
the Landlord does not take a surrender or assignment of this lease within the
period specified in sub-clause 4.15.4 above for whatever reason then the Tenant’s
obligation to surrender or assign to the Landlord under sub-clause 4.15.4 shall
cease and the Tenant must (if it still wishes to assign or underlet this lease)
complete its assignment or underletting on terms no worse than the financial
terms and conditions stipulated in the Tenant’s Notice within 6 months from the
date of the Tenant’s Notice extended by such period as results from the
Landlord unreasonably withholding or delaying the issue of its consent and if
the Tenant shall fail to complete within such period if it still wishes to
assign or underlet the whole of the Premises it must reinstate the procedure set
out in this clause 4.15


(B)                               If
the Landlord does not serve a Counter-Notice upon the Tenant within the
fifteen working day period specified in sub-clause 4.15.4 above then the
Tenant must (if it still wishes to assign or underlet this lease)



 15
 






 



complete its
assignment or underletting on financial terms no worse than the terms and
conditions stipulated in the Tenant’s Notice within 6 months from the date of
the Tenant’s Notice extended by such period as results from the Landlord unreasonably
withholding or delaying the issue of its consent and if the Tenant shall fail
to complete within such period if it still wishes to assign or underlet the
whole of the Premises it must reinstate the procedure set out in this clause
4.15


4.15.7


(A)                             Subject
to the foregoing provisions of this sub-clause 4.15 not to assign
mortgage charge or underlet or in any other manner part with possession of any
part (being less than the whole) of the Premises or agree to do so except that
the Tenant may underlet the whole of (but not more or less than) any Permitted
Part or Permitted Parts or share occupation in accordance with sub-clauses
4.15.9 to 4.15.13


(B)                               Subject to the foregoing provisions of this sub-clause
4.15 not to assign underlet or otherwise part with possession of the whole of
the Premises or agree to do so except that the Tenant may assign or underlet
the whole of the Premises in accordance with sub-clauses 4.15.8 to 4.15.12


(C)                               In
the event that the Tenant proposes to assign or underlet the whole of the
premises demised under the Level 25 Lease
and Level 26 Lease or solely the Level 25 Lease at the same time as this lease
and has served the equivalent Tenant's Notice on the Landlord pursuant to
clause 4.15.1 of the Level 25 Lease and the Level 26 Lease in respect of each
of the Level 25 Lease and the Level 26 Lease or pursuant to clause 4.15.1 of
the Level 25 Lease (as appropriate), and the Landlord has served a
Counter-Notice for this lease, the Landlord must also serve such equivalent
counter-notice on the Tenant as provided for in the Level 25 Lease and/or the
Level 26 Lease (as appropriate).


(Assignment)


4.15.8


(A)                             Not to assign the whole of the Premises without first
obtaining the Landlord’s consent issued within three months before completion
of the assignment which consent shall not be unreasonably withheld or delayed
but which may be granted subject to any one or more of the conditions referred
to in clause 4.15.8 (B) and which may be withheld if the circumstance referred
to in clause 4.15.8 (C) exists.  For the
avoidance of doubt, the provisions of this clause 4.15.8 shall not apply in the
event that the Landlord has served a Counter-Notice and the Tenant
assigns this Lease to the Landlord in accordance with clause 4.15.5 hereof.


(B)                               The conditions referred to in clause 4.15.8 (A) above
(which are specified for the purposes of section 19(1A) Landlord and Tenant Act
1927) are:



 16
 






 



 


authorised
guarantee


(1)                                 that the Tenant shall enter into an authorised
guarantee agreement (as defined in section 16 Landlord and Tenant (Covenants)
Act 1995) with the Landlord in a form which the Landlord reasonably requires


guarantee of authorised guarantee


(2)                                 that any guarantor of
the Tenant’s obligations under this lease shall have guaranteed to the Landlord
that the Tenant will comply with the terms and conditions of the authorised
guarantee agreement referred to in sub-clause clause 4.15.8 (B)(1) on
terms and in a form which the Landlord reasonably requires


third party
guarantee/rent deposit


(3)                                 that if so reasonably required by the Landlord the
proposed assignee shall have either procured


(a)                                  covenants with the Landlord by a guarantor or
guarantors (not being the Tenant or Tenant’s Guarantor) reasonably acceptable to the Landlord, in a form
acceptable to the Landlord (acting reasonably); or


(b)                                 a deposit with the Landlord of such sum not less than
50% of the then current annual rent first reserved by this lease together with
any VAT thereon as fourthly reserved by this lease (and including provisions
for increase of the sum deposited following any future review of the rent first
reserved by this lease) on such terms as the Landlord may reasonably require as
additional security for the discharge of the Tenant’s obligations under this
lease


intra group
dealings


(4)                                 if the proposed assignee is a Group Company the
Tenant shall have procured either:


(a)                                  if the Tenant’s obligations under this lease are
guaranteed by another Group Company that such Group Company covenants with the
Landlord on terms reasonably acceptable to (but no more onerous than the
existing guarantee) the Landlord (which shall
include a covenant to accept a new lease in the same form as this lease mutatis
mutandis if any of the circumstances referred to in clause 7.1 arise in respect
of the Tenant or any assignee); or


(b)                                 if there is no guarantor of the Tenant’s obligations
under this lease and if the assignee is not at the date of the application for
consent to the proposed assignment in the reasonable opinion of the Landlord of
financial standing equivalent to or greater than the Tenant at the date of this



 17
 






 



lease that the proposed assignee procures
covenants by a Group Company which is not the Tenant or the proposed assignee
and which is in the reasonable opinion of the Landlord of financial standing
equivalent to or greater than the Tenant on terms reasonably acceptable to the
Landlord (which shall include a covenant to accept a new lease in the same form
as this lease mutatis mutandis if any of the circumstances referred to in
clause 7.1 arise in respect of the Tenant or any assignee)


(C)                               The circumstance referred to in clause 4.15.8 (A)
above (which is specified for the purposes of section 19(1A) Landlord and
Tenant Act 1927) is where any sums due and properly demanded from the Tenant to the Landlord under this lease (not
being the subject of a bona fide dispute) remain unpaid at the date of the
application for consent to the proposed assignment


(Underletting)


4.15.9                           Not to underlet the whole of the Premises or any
Permitted Part (each being referred to in this paragraph as the premises)
except:


(A)                             to a person who before the underletting shall have
covenanted with the Landlord to observe and perform the Tenant’s obligations
under this lease during the sub-term to the extent they relate to the
premises demised by the underletting (other than the payment of rents) and
shall have covenanted not to assign or underlet the whole of the premises
without the Landlord’s consent (which shall not be unreasonably withheld or
delayed) and shall have given an unqualified covenant not to assign or underlet
part of the premises or otherwise part with possession or share the occupation
of the premises or any part of them other than on the same basis as sub-clause
(4.15.10(C) below (applying mutatis mutandis to the sub-tenant)


(B)                               by reserving as a yearly rent without payment of a
fine or premium (in addition to the service and insurance and other rents
payable under this lease except the rent first hereby reserved or (in the case
of underletting of a Permitted Part) a pro rata proportion of them) an amount
not less than:


(1)                                 (in the case of an underletting of the Premises) the
then open market rent of the Premises


(2)                                 (in the case of an underletting of a Permitted Part)
the then open market rent of the
Permitted Part (notwithstanding that this may be less than a pro-rata
proportion of the then open market rent
of the Premises as a whole)


(C)                               by a form of underlease:


(1)                                 by which the principal rent reserved by the
underlease is reviewed upwards only at each of those Review Dates which will



 18
 






 



occur during the sub term in accordance with
the same principles (mutatis mutandis) as apply to the rent first reserved by
this lease


(2)                                 requiring the underlessee to observe and perform all
the covenants and other provisions binding on the Tenant under this lease (other
than the covenant by the Tenant to pay the several rents reserved hereunder) to
the extent they relate to the premises and containing:


(a)                                  a condition for re-entry by the underlessor on
breach of any covenant by the underlessee


(b)                                 a qualified covenant not to assign or underlet the
whole of the premises and an absolute covenant not to assign or underlet part
of the premises or to otherwise part with possession or share the occupation of
the premises or any part of them save by way of group company sharing


(c)                                  whereby the provisions of sections 24 to 28 inclusive
of the Landlord and Tenant Act 1954 have been excluded in relation to the
underlease in accordance with section 38A of the Landlord and Tenant Act 1954
before the underlease is granted or if earlier the underlessee becomes
contractually bound to take it


(D)                              with the Landlord’s consent issued within three
months before completion of the underletting which consent (subject to
compliance with the foregoing conditions precedent) shall not be unreasonably
withheld or delayed


4.15.10                     In relation to an underlease of a Permitted Part:


(A)                             not to include in the sub-demise the whole or
any part of the entrance to or the reception area of the Premises


(B)                               to except from the underlease all necessary
circulation areas and plant and equipment which will serve the Premises in
common


(C)                               not as a result of the grant to create or permit the
creation of more than two separate occupations affecting the whole of each
floor of the Premises (occupations under this lease counting as one occupation
save where the occupation under this lease is only of corridor areas and ducts
common to the sub-demises)


(D)                              to include a provision excluding sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 and complying with paragraph 5 of
Schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales)
Order 2003


4.15.11                     To enforce the observance and performance by every
such underlessee and its successors in title of the provisions of the
underlease and not expressly or impliedly to waive any breach of them nor
(without the Landlord’s consent which shall not be unreasonably withheld or
delayed) vary the terms of any underlease



 19
 






 



 


4.15.12                     Not to agree any reviewed rent payable under an
underlease without the Landlord’s consent (PROVIDED ALWAYS THAT the Landlord shall not unreasonably withhold or
delay any consent required under this sub-paragraph) and to procure that
any representations which the Landlord may wish to make in relation to the rent
review are duly submitted to the underlessee (or, in the case of the Tenant and
underlessee not being able to agree the reviewed rent payable under the
underlease to the independent person agreed or selected to decide the reviewed
rent) and to provide to the Landlord promptly on the same becoming available
copies of any representations made by or on behalf of the Tenant or the
underlessee in relation to such rent review and PROVIDED
THAT the Landlord shall be responsible for its own costs


(Sharing occupation)


4.15.13                     Not
to part with or share the occupation of the Premises or any part of them except
that the Tenant may share occupation with a company which is (but only for so
long as it remains) either the holding company of the Tenant or a majority-owned
subsidiary of the Tenant or of the Tenant’s holding company (as those
expressions are defined in section 42 of the Landlord and Tenant Act
1954) so long as the Tenant does not grant the person sharing occupation
exclusive possession (so that such company occupies as licensee only without
creating any relationship of landlord and tenant) nor otherwise transfer or
create a legal estate and the Tenant shall notify the Landlord of the identity
of each company in occupation


4.16                          Registration


4.16.1                           Within twenty-eight days after any disposition
or devolution of this lease or of any estate or interest in or derived out of
it to give notice in duplicate of the relevant transaction to the Landlord for
registration with a certified copy of the relevant instrument and to pay to the
Landlord a fair and reasonable fee for each such registration of not less than
twenty five pounds


4.16.2                           To notify the Landlord  of the determination
or agreement of every rent review under any underlease of the Premises within
28 days after the date of determination or agreement


4.17                          Payment of cost of notices consents etc.


To pay on demand all
reasonable and proper expenses (including counsels’ solicitors’ surveyors’ and
bailiffs’ fees) properly incurred by the
Landlord in and incidental to:


4.17.1                           the preparation and service of a notice under section
146 Law of Property Act 1925 notwithstanding that forfeiture is avoided
otherwise than by relief granted by the court and


4.17.2                           every step properly taken during or within 3 months after the expiry
of the Term in connection with the enforcement of the Tenant’s obligations
under this lease including the service or proposed service of all notices and
schedules of dilapidations and


4.17.3                           every application by the Tenant for consent licence or approval under this
lease even if the application is withdrawn or properly refused except
where consent is



 20
 






 



unreasonably withheld or delayed 
proffered subject to unreasonable conditions or granted pursuant to
unlawful conditions


4.18                          Machinery


Not to install in the Premises any
plant or machinery other than usual office equipment without the Landlord’s
consent which shall not be unreasonably withheld or delayed PROVIDED  ALWAYS
THAT no plant or machinery shall
be installed or operated in the Premises and nothing shall be done or omitted in
them which would be likely to cause:


4.18.1                           the efficiency of the heating ventilation air conditioning and cooling
system installed in the Building by the Landlord to be materially
diminished or impaired in any material way


4.18.2                           noise dust fumes vibration or electrical interference
adversely affecting or having an 
intrusive effect on any other part of the Building or other adjoining
property or persons outside the Premises


4.19                          Obstruction/overloading


Not knowingly to obstruct:


4.19.1                           or damage any part of the Building or exercise any of
the rights granted by this lease in a way which causes nuisance or damage


4.19.2                           any means of escape required by any competent authority


4.19.3                           or discharge any deleterious matter into


(A)                             any pipe drain or other conduit serving the Premises
and (to the extent they lie within the Premises) to keep them clear and
functioning properly or


(B)                               any Service Media


4.19.4                           or stop-up or darken the windows and other
openings of the Premises


nor to overload or cause undue
strain to the Service Media or any other part of the Building and in particular
not to suspend any undue weight from the ceilings or walls of the Premises and
not to exceed the following floor loadings:


floor finishings                                                       :                                             4 kN/m2 (80lbs per sq.ft)


live load                                                                                           :                                             1kN/m2 (20lbs per sq.ft)


4.19.5                           any  notice
required by law erected on the Premises or 
any erected by the Landlord pursuant to the rights reserved to it under
this lease


4.20                          Parking/goods delivery


To ensure that all loading unloading
deliveries and despatch of goods is carried out only by using the service
accesses and goods lifts designated by the Landlord for the use of the Premises



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4.21                          Planning Law and compensation


4.21.1                           Without prejudice to clause 4.4 at all times during
the Term to comply with the provisions and requirements of Planning Law
relating to or affecting:


(A)                             the Premises


(B)                               any operations works acts or things carried out
executed done or omitted on the Premises


(C)                               the use of the Premises


(D)                              the use by the Tenant of (and the exercise of any
other rights hereunder in respect of) any other parts of the building


4.21.2                           Subject to the provisions of paragraph 4.21.3 of this sub-clause as often as occasion
requires during the Term at the Tenant’s expense to obtain  all planning permissions (and serve all
notices) required under Planning Law in respect of the Premises whether for the
carrying out by the Tenant of any operations or the institution or continuance
by the Tenant of any use of the Premises or any part thereof


4.21.3                           Not without the Landlord’s consent to apply for any planning permission
relating to the Premises (and not to apply for any such planning permission
relating to any other part of the Building) save that the Landlord’s consent shall not be unreasonably
withheld or delayed to the making of a planning application in respect of the
Premises relating to any alterations operations or use or other thing
(if any) which assuming it to be implemented in accordance with Planning Law
would otherwise not be in breach of the provisions of this lease


4.21.4                           If the Landlord so requires (and at the Landlord’s
cost) in connection with any relevant proposal by the Tenant to apply for a
determination under section 191 or 192 Town and Country Planning Act 1990


4.21.5                           If the Landlord consents in principle to any application by the Tenant for
planning permission to submit a draft of the application to the Landlord for
its approval and to give effect to its reasonable requirements in respect
thereof and if and to the extent the Landlord so reasonably requires in
writing to lodge the application with the relevant authority in the joint names
of the Landlord and the Tenant and in duplicate


4.21.6                           If the Landlord reasonably requires to complete
before the expiry of the Term all works on the Premises required as a condition
of any planning permission implemented by the Tenant or by any person claiming
under or through it


4.22                          Indemnity


To indemnify the Landlord against
all expenses proceedings costs claims damages demands and any other liability
or consequence arising out of or in
respect of any breach of any of the Tenant’s obligations under this lease
(including all costs reasonably and properly incurred by the Landlord in an
attempt to mitigate any such breach) or of any act omission or negligence of the
Tenant or any person at the Premises 
with the Tenant’s authority



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4.23                          Defective premises


To give notice  to the Landlord of any defect in the Premises
as soon as practicable after coming to the Tenant’s attention which defect
would give rise to:


4.23.1                           an obligation on the Landlord to do or refrain from
doing anything in relation to the Premises or


4.23.2                           any duty of care or the need to discharge such duty
imposed by the Defective Premises Act 1972 or otherwise


and at all times to display and
maintain all discreet notices which the Landlord may from time to time
reasonably require to be displayed at the Premises in relation to their state
of repair and condition


4.24                          Insurance and fire fighting equipment


4.24.1                           Not to do or omit anything by which any insurance policy (subject to
relevant extracts being provided to the Tenant) relating to the Building or any
part of it becomes void or voidable or by which the rate of premium on such
policy may be materially increased


4.24.2                           To comply with all proper requirements of the
insurers and to provide and maintain unobstructed appropriate operational fire
fighting equipment and fire notices on the Premises


4.24.3                           To notify the Landlord as soon as possible of any incidence of any Insured Risk on the Premises


4.24.4                           If the whole or any part of the Building is damaged
or destroyed by any of the Insured Risks at any time during the Term and to
the extent that the insurance money under any
insurance policy effected by the Landlord is rendered wholly or partially
irrecoverable caused by some act or default of the Tenant or any person
deriving title under or through the Tenant or their respective servants agents
or invitees forthwith to pay the Landlord the whole amount of the insurance
money so irrecoverable


4.25                          Dangerous and contaminative materials


Not to keep place store or use or
permit or suffer to be kept placed stored or used in or upon or about the
Premises any materials substance or other thing of a dangerous inflammable
combustible explosive corrosive or offensive nature or any materials substance
or other thing which is likely in any way to cause pollution injury or harm by
percolation corrosion contamination migration release or otherwise on beneath
or in the vicinity of the Premises provided that uses of substances
ancillary to normal office use shall not constitute a breach of this lease


4.26                          Yield up


4.26.1                           Subject to the provisions of clause 4.12.4 hereof, at
the expiry of the Term to remove all chattels and (to the extent the Landlord
may require in writing) tenant’s fixtures and quietly to yield up the Premises
reinstated in accordance with the Reinstatement Specification and restored and
made good to the extent required under clause 4.12.4 and in the state of repair
condition decorative order and layout otherwise required by this lease and any
licences or consents issued in



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pursuance of it and to make good any damage
so caused in a proper and workmanlike manner to the reasonable Landlord’s satisfaction


4.26.2                           The Tenant irrevocably authorises the Landlord to
remove and dispose of any chattels which may be left in the Premises more than
14 days after the expiry or sooner determination of the Term (without being
obliged to obtain any consideration for the disposal) and the Tenant
irrevocably declares that any such chattels will stand abandoned by it


4.26.3                           To make due application to the Land Registry for the
cancellation of any notice of or relating to this lease or any document
supplemental or collateral to it registered at the Land Registry by the
Tenant if requested to do so by the Landlord and
on request to supply the Landlord with a copy of the application


4.26.4                           For the purposes of securing the Tenant’s obligation in clause 4.26.3 the
Tenant hereby irrevocably appoints the Landlord and its successors in title
severally as attorney of the Tenant and in its name (and with power to appoint the Landlord’s solicitors as substitute
attorney) solely for the purposes of making any application referred to
in clause 4.26.3 but only if the Tenant is in breach of the obligation to apply
itself


4.27                          Regulations and covenants


To comply with:


4.27.1                           all
reasonable regulations properly made by the
Landlord from time to time and notified to the Tenant in writing for the good
management of the Building  PROVIDED ALWAYS THAT no such regulations shall purport to amend the terms
expressed in this lease and if there is any inconsistency between the terms of
this lease and the regulations the terms of this lease shall prevail AND PROVIDED FURTHER THAT such regulations shall not impose any obligations or
restrictions on the Tenant which shall be more onerous than the obligations and
restrictions herein contained in respect of the subjects herein contained


4.27.2                           by
way of indemnity only all covenants stipulations and other matters affecting
the Premises in or referred to in documents referred to in Schedule 7 and not
knowingly to interfere with any rights
easements or other matters affecting the Premises


4.28                          Security and access


To use all reasonable endeavours to
ensure that the Tenant’s visitors to the Premises observe such
reasonable security regulations notified by the Landlord to the Tenant in writing which may apply to them


4.29                          Head Lease


4.29.1                           To observe and perform the covenants and conditions on the part of the
lessee contained in the Head Lease so far as they relate to the Premises except
the covenant for the payment of rent and payment of other monies thereunder
(other than costs of approvals required hereunder) and except also so far as
the



 24
 






 



obligations fall to be observed and performed
by the Landlord or the Management Company


4.29.2                           Not to do or omit any act or thing which would or
might cause the Landlord to be in breach of the Head Lease in the form
it is in at the date hereof


4.30                          Service Charge


To pay the Service Charge (and VAT thereon) to the
Management Company for the period from the date hereof at the times and in the
manner provided for in clause 6 and schedule 5 (subject to the terms thereof)
without deduction or set off save as may be required by law and to pay the
Outside Normal Business Hours Charge within 14 days of written demand (either
quarterly or by monthly instalments)


5.                                     LANDLORD’S COVENANTS


The Landlord covenants with the Tenant:


5.1                                Quiet enjoyment


The Tenant may
peaceably hold and enjoy the Premises without any lawful interruption by the Landlord
or any person rightfully claiming through under or in trust for it or by title
paramount


5.2                                Insurance


(A)                             To keep the Building (including the Premises and all means of access
thereto within the Building) (except all tenants’ plant and equipment and trade
fixtures) insured against the Insured Risks in such sum as in the Landlord’s reasonable
opinion (having taken appropriate professional
advice) represents its then full current reinstatement cost (together
with architects and other professional fees costs of demolition and site
clearance) with a reputable insurance company and to use reasonable endeavours
to procure (whether by specific notice or general clause) that the Tenant’s
interest is noted on the policy of insurance and the insurer waives any rights
of subrogation it may have against the Tenant and that the policy contains a
non-invalidation clause


(B)                               To insure and keep
insured:


(1)                                 all air conditioning
heating and hot water systems and boilers (if any) against explosion third
party and all other usual and necessary risks such insurance to provide for
periodical inspection of the said boilers to be arranged by the insurers; and


(2)                                 all lifts against
mechanical and electrical breakdown third party and all other usual and
necessary risks such insurance to provide for periodical inspection of the said
lifts to be arranged by the insurers


and cause all monies received by virtue of any such
insurances to be laid out in making good the said central heating and hot water
systems and boilers or the said lifts (as the case may be)



 25














 


5.2.2                                 On request to supply the Tenant (but not more
frequently than once in any period of twelve months unless there is a
change in the insurance policy) with full
particulars of such insurance policy or policies


5.2.3                                 If
and whenever during the Term the Premises the Building or any means of access
to the Premises within the Building (except as aforesaid) is damaged or
destroyed by an Insured Risk and to the extent that payment of the insurance
monies is not refused because of any act neglect default or omission of the
Tenant or of any person deriving title under or through the Tenant or their
respective servants agents and invitees the Landlord will with all reasonable
speed take all the necessary steps to obtain any requisite planning permissions
and consents and immediately  after they
are obtained to lay out the money received from the insurance of the Building
(except sums in respect of public liability and employer’s liability and loss
of rent) towards replacing and reinstating (but not necessarily in facsimile
reinstatement) the damaged or destroyed parts of the Building and in the case
of the Premises to the Reinstatement Specification as soon as reasonably
practicable (the Landlord agreeing to notify the Tenant in writing of the
anticipated date by which the Premises will be so reinstated at least 2 months
prior to such date) and the Landlord shall make good any shortfall out of its
own monies PROVIDED ALWAYS THAT the Tenant shall have no claim against the Landlord
under this clause 5.2.3 in respect of the manner of replacement of the interior
of any Lettable Unit other than the Premises or any alteration to the Common
Parts provided access to the Premises and the exercise of rights granted
hereunder are no less convenient and commodious and PROVIDED FURTHER THAT the Landlord shall not be liable to carry out the
replacement if it is unable (having used all reasonable endeavours) to obtain
every planning permission and consent necessary to execute the relevant work in which event the Landlord shall be entitled
to retain all the insurance money received by it


5.2.4                                 If and whenever during the Term the Premises the
Building or any means of access to the Premises within the Building is damaged
or destroyed by the Uninsured Risk so that the Premises are incapable of beneficial
occupation or use then the Landlord shall have 12 months from the date of such damage or
destruction (the “Election
Period”) to decide whether to
rebuild or reinstate the Premises the Building and/or the means of access to
the Premises within the Building


5.2.5                                 The Landlord shall give the Tenant not less than two
months’ written notice expiring no later
than the end of the Election Period as to whether or not it intends to rebuild
or reinstate the Premises the Building or means of access to the
Premises


5.2.6                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does intend to rebuild or reinstate the
Premises the Building or any means of access to the Premises within the
Building the Landlord shall comply with its obligations set out in clause 5.2.3
as if the same were set out here in full mutatis
mutandis and as if the term “Insured Risk” was replaced by the term “Uninsured
Risk” and on the basis that the Landlord’s obligation to reinstate is not
conditional upon receipt of the insurance monies.



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5.2.7                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does not intend to rebuild or reinstate
the Premises the Building or any means of access to Premises within the
Building this lease shall forthwith determine.


5.2.8                                 If the Landlord shall not have served notice in
accordance with clause 5.2.5 the Landlord or the Tenant may on the service of
notice in writing given to the other within the period of 3 months following
the date 2 months less one day prior to the expiration of the Election
Period forthwith determine this lease.


5.2.9                                 If notice to determine the lease is served pursuant
to clause 5.2.5 or 5.2.8 this lease shall forthwith determine but the
determination shall be without prejudice to any right of action of either party
in respect of any previous breach of this lease by the other and all moneys (if
any) payable under the insured policies shall be paid to and belong to the
Landlord absolutely.


5.2.10                           If Acts of Terrorism become an Uninsured Risk then
the Landlord shall notify the Tenant of the same in writing as soon as
reasonably practicable.


5.3                                Head Lease


5.3.1                                 To pay the rents reserved by and other sums due under
the Head Lease and to perform (so far as the Tenant is not liable for such
performance under the terms of this lease but so far only as to preserve the
existence of the Head Lease and this
lease) the covenants and conditions on the part of the lessee contained in the
Head Lease


5.3.2                                 On the request  of the Tenant to use all reasonable
endeavours to enforce the covenants on the part of the Superior Landlord
contained in the Head Lease


5.3.3                                 To use all reasonable
endeavours at the Tenant’s expense to obtain the consent of the Superior
Landlord wherever the Tenant makes application for any consent required under
this lease where the consent of both the Landlord and the Superior Landlord is
needed by virtue of this lease and the Head Lease


5.3.4                                 To
comply with the conditions, covenants and
obligations contained in the documents referred to in schedule 7


5.4                                Electricity provision


Subject to clause 7.3 and 7.7
to  provide or procure the provision of
electricity to the Premises  to meet the
requirements of the Tenant and other lawful occupiers of the Premises having
regard to the overall electricity services design standards for the Building as
a whole and to all relevant statutory provisions from time to time regulating
the supply and utilisation of electricity and the terms and conditions relative
thereto from time to time imposed by the electricity provider chosen by the
Landlord


5.5                                Management Company Access


Subject to the proviso to clause 4.9 to allow the
Management Company such rights over the Building as it requires from time to
time for the due and proper provision of the Services



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5.6                                Signage


Not to grant the right for any
tenant at the Building to affix signage the exterior of the Building PROVIDED THAT this clause 5.6
shall not apply in respect of the entrance doors to the part of the Building
known as 101 Bishopsgate where the Landlord shall not be prohibited from
granting rights for tenants to affix signage.


5.7                                Designation of facilities


Where the Landlord or Management Company is to
designate a means of access or facilities or services hereunder the Landlord
shall ensure that sufficient means of access facilities and/or services are
provided to the Premises such that it shall at all times be capable of
beneficial use and occupation by the Tenant for the purposes permitted by this
lease


6.                                     PROVISION OF SERVICES


The Management Company covenants with the Tenant:


6.1                                Well and substantially to repair and properly clean
and decorate the structure of the Building (including the structure of the
roofs foundations external and internal walls and columns and structural slabs
of the ceilings and floors) the external surfaces of the Building (including
the whole of the glazing within the external walls of the Building) the Common
Parts


6.2                                To keep the Service Media designed for common or
general use and the Landlord’s Services Equipment in good and substantial
repair and in clean condition and at all times in good and safe working order


6.3                                To keep the lifts in the Building clean and in good
and substantial repair and condition and at all times in good and safe working
order


6.4                                To provide heating or cooling (as appropriate) to the
Premises and the toilets serving the same for such hours as the Tenant shall
require (subject to the Tenant paying the Outside Normal Business Hours Charge
in relation to provision outside Normal Business Hours)


6.5                                To ensure that the
Premises have a constant supply of hot and cold water for use in washing
facilities through such of the Service Media as are designed for the same


6.6                                To ensure that the Common Parts are at all times kept
clean tidy and unobstructed


6.7                                To provide or procure the provision of electricity to
the Premises and the Common Parts and each and every part thereof designed to
receive the same to the extent necessary to meet the reasonable requirements of
the Tenant and other lawful occupiers of the Premises having regard to the
overall electricity services design standards for the Building as a whole and
to all statutory provisions from time to time regulating the supply and
utilisation of electricity and the terms and conditions relative thereto from
time to time imposed by the electricity provider


6.8                                To comply with the requirements of any statute
(already or in the future to be passed) or any government department local
authority other public or competent authority or court of competent
jurisdiction relating to the Building or any part for which any tenant or
occupier of the Building is not directly or exclusively liable


6.9                                To ensure that at all times there are such security
officers at and patrolling the Building as is reasonably appropriate for
premises of the same size and nature as the Building



 28
 






 



 


6.10                          To provide or procure the provision of:


6.10.1                           without prejudice to the
generality of the foregoing, the Services during Normal Business Hours; and


6.10.2                           such of the Services outside Normal Business Hours as
in the Management Company’s reasonable discretion are appropriate to provide to
a high class office building in the City of London outside Normal Business
Hours; and


6.10.3                           such of the Services outside Normal Business Hours as
the Tenant shall previously request (but subject to the Tenant being
responsible for the Outside Normal Business Hours Charge)


(having regard in all cases to and
in accordance with the overall design standards for the Building as a whole and
subject to the limitations contained in Clause 7.6) in an efficient and
economic manner and in accordance with good estate management provided that the
Management Company shall be entitled to employ such managing agents
professional advisers contractors and other persons as it shall from time to
time reasonably think fit for the purpose of the performance of the Services


PROVIDED THAT the Management Company shall not be liable for
(without prejudice to the provisions of clause 7.3) any temporary closure of
any of the Common Parts or temporary interruption in the provision of the
Services or stoppage or severance affecting any of the Service Media or any
temporary interruption to the supply of electricity to the Common Parts or
temporary closure or diversion of any of the Common Parts or Service Media by
reason of necessary inspection repair maintenance or replacement thereof or any
part thereof or any plant machinery equipment installations or apparatus used
in connection therewith or damage thereto or destruction thereof by any risk
(whether or not an Insured Risk) or by reason of electrical mechanical or other
defect or breakdown or frost or other inclement conditions or shortage of fuel
materials supplies or labour or whole or partial failure or stoppage of any
mains supply due to any circumstances beyond the reasonable control of the Management Company PROVIDED ALWAYS that the Management Company
shall use all reasonable endeavours to minimise the adverse effects of any such
circumstances and to remedy any such temporary interruption closure or
diversion as soon as reasonably practicable and ensure reasonable access
is available to the Premises at all times


7.                                     PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
THAT:


7.1                                Forfeiture and re-entry


7.1.1                                 Without prejudice to any other remedies and powers
contained in this lease or otherwise available to the Landlord if


(A)                             the whole or part of the rent firstly reserved shall be unpaid for
twenty-eight days after becoming payable (whether the rents have been
demanded or not); or


(B)                               the whole or part of the
rents (save the rent firstly reserved) shall be unpaid for 28 days after
becoming payable and being demanded


(C)                               any of the Tenant’s material covenants in this lease
are not performed or observed in the manner and at the times herein specified;
or



 29
 






 



 


(D)                              the
guarantee granted by any guarantor of the Tenant’s obligations is or becomes
unenforceable (in whole or in part) for any reason whatsoever (save where such
situation arises as a result of the Landlord’s actions) or


the Tenant or any guarantor of the
Tenant’s obligations (or if more than one person any one of them)


(E)                                being a company is the subject of a petition or
issues a notice convening a meeting to consider a resolution for its winding up
or enters into liquidation whether voluntarily (except for reconstruction or
amalgamation of a solvent company on terms previously agreed by the Landlord)
or compulsorily or has a provisional liquidator or a receiver (including an
administrative receiver) appointed or a resolution is passed or any other step
is taken by the company or its directors for the appointment of an
administrator, or an administrator is appointed, or a petition or application
for an administration order is presented in relation to the company or a
petition for one or of a voluntary arrangement or a proposal for one under Part
I Insolvency Act 1986 or is unable to pay its debts within the meaning of
section 123 Insolvency Act 1986 or is otherwise insolvent or having been
registered with unlimited liability it acquires limited liability or


(F)                                being a company incorporated outside the United
Kingdom is the subject of any proceedings or event analogous to those referred
to in clause 7.1.1(E) in the country of its incorporation or elsewhere or shall
otherwise cease for any other reason to be or to remain liable under this lease
or shall cease for any reason to maintain its corporate existence (other than
by merger consolidation or other similar corporate transaction in which the
surviving corporation assumes or takes over the liabilities of the Tenant under
this lease);


(G)                               being an individual is the subject of a bankruptcy
petition or bankruptcy order or of any application or order or appointment
under section 253 or section 273 or section 286 Insolvency Act 1986 or
otherwise becomes bankrupt or insolvent or dies or


(H)                              enters into or makes any proposal to enter into any
arrangement or composition for the benefit of his creditors


the Landlord may at any time thereafter (and
notwithstanding the waiver of any previous right of re-entry) re-enter
the Premises whereupon this lease shall absolutely determine but without
prejudice to any Landlord’s right of action in respect of any antecedent breach
of the Tenant’s covenants in this lease or any Tenant’s rights of action in
respect of any antecedent breach of the Landlord’s or the Management Company’s
covenant’s in this Lease provided that such forfeiture does not cancel reduce
or restrict any right of action or remedy of the Landlord or the Tenant in
respect of any breach prior to such forfeiture by the Tenant or the Landlord or
Management Company (as applicable) of its obligations under this lease or the
amount of damages which the Landlord or the Tenant (as the case may be) may
claim



 30
 






 



 


7.2                                Letting scheme use and easements


No letting or building scheme exists
or shall be created in relation to the Building and (subject only to those
easements expressly granted by this lease) neither the Tenant nor the Premises
shall be entitled to any easement or quasi-easement whatsoever and
save to the extent necessary to preserve or protect the easements expressly
granted by this Lease nothing herein contained or implied shall give the Tenant
the benefit of or the right to enforce or to have enforced or to prevent the
release or modification of any right easement covenant condition or stipulation
enjoyed or entered into by any tenant of the Landlord in respect of property
not demised by this lease or prevent or restrict the development or use of the
remainder of the Building or any other land provided that the Landlord shall
ensure that any such use or development does not materially adversely affect
the Tenant’s use and enjoyment of the Premises


7.3                                Common Parts and Service Media


Subject always to the rights of the
local authority the relevant supply authorities and any other competent
authority and the rights granted to the Tenant hereunder the Common Parts and
the Service Media are at all times subject to the exclusive control and management
of the Landlord who may from time to time (if (having first consulted with the
Tenant and duly taken reasonable representations into consideration) it shall
be necessary or reasonable to do so for the benefit of the Building or
otherwise in keeping with the principles of good estate management) alter
divert substitute stop up or remove any of them (leaving available for use by
the Tenant  at all times means of access
to and egress from and servicing and amenities for the Premises not materially
less advantageous convenient and commodious than existed prior to such
alteration diversion substitution stopping up
or removal)


7.4                                Service of notices


7.4.1                                 In addition to any other mode of service any notices
to be served under this lease shall be validly served if served in accordance
with section 196 Law of Property Act 1925 as amended by the Recorded Delivery
Service Act 1962


7.4.2                                 If the Tenant or any guarantor comprises more than
one person it shall be sufficient for all purposes if notice is served on one
of them but a notice duly served on the Tenant will not need to be served on
any guarantor


7.5                                Rent cesser


7.5.1                                 If and whenever during the Term:


(A)                             the Premises (other than the Tenant’s plant and
equipment and tenant’s fixtures) or the means of access to or egress
from all parts of the Premises within the Building or any of the services in
the Building are damaged or destroyed by any of the Insured Risks so that the
Premises are incapable of beneficial occupation and use and


(B)                               the insurance of the Building or the payment of any
insurance money has not been vitiated as a result of the act neglect default or
omission of the Tenant or of any person deriving title under or through the
Tenant their respective servants agents and invitees



 31
 






 



 


the rents
firstly fourthly and fifthly reserved by this Lease and the Service Charge or a
fair proportion of them according to the nature and extent of the damage
sustained shall be suspended and cease to be payable from and including the
date of destruction or damage until whichever is the earlier of the date on
which the Premises are reinstated to the Reinstatement Specification and if
applicable the means of access and egress within the Building to the Premises
and services necessary for the beneficial occupation and use of the Premises
are available and the date of expiry of the period for which loss of rent is
insured (being not less than four years and not more than six years) (and any
of the rents firstly fourthly or fifthly reserved actually paid for a period
expiring after the date of damage or destruction (or a fair and just proportion
thereof) shall be repaid by the Landlord to the Tenant as soon as reasonably
practicable) and any dispute about such
suspension shall be referred to the award of a single arbitrator to be
appointed in default of agreement on the application of the Landlord or the
Tenant to the President for the time being of The Royal Institution of  Chartered Surveyors in accordance with the
Arbitration Act 1996


7.5.2                                 If the circumstances contemplated by clause 5.2.6 exist
the rent firstly, fourthly and fifthly reserved by this lease and the Service
Charge or a fair proportion of them according to the nature and extent of the
damage sustained shall be suspended and cease to be payable from and including
the date of expiry of the Election Period until the date on which the Premises
are reinstated to the Reinstatement Specification and if applicable the means
of access and egress within the Building to the Premises and the services
necessary for the beneficial occupation and use of the Premises are available
and any dispute about such suspension shall be referred to the award of a
single arbitrator to be appointed in default of agreement on the application of
the Landlord or the Tenant to the President for the time being of The Royal
Institution of Chartered Surveyors in accordance with the Arbitration Act 1996


7.6                                Provision for determination after destruction
or damage


If the circumstances referred to in clause 7.5.1 or
7.5.2 shall apply such that the whole of the rent firstly fourthly and fifthly
reserved by this lease and the Service Charge shall be suspended and it shall
be apparent having regard to all the material facts and circumstances that the
Premises (including if applicable the essential means of access to the
Premises) shall not be capable of reinstatement to the Reinstatement
Specification by the date which is 4 years from the date of the damage or
destruction then in such circumstances either the Landlord or the Tenant may
within a period of 12 months following the date which is 4 years from the date
of the damage or destruction by notice served upon the other determine this lease forthwith but without prejudice to the
rights of the parties in respect of any antecedent breaches


7.7                                Landlord’s liability


The Landlord shall not be liable for (without
prejudice to the provisions of clause 7.3) any temporary closure of any of the
Common Parts or temporary stoppage or severance affecting any of the Service
Media or any temporary interruption to the supply of electricity to the
Premises or temporary closure or diversion of any of the Common Parts or
Service Media by reason of necessary inspection repair maintenance or
replacement thereof or any part thereof or any plant machinery equipment
installations or apparatus used in connection therewith or damage thereto or destruction
thereof by any risk (whether



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or not an Insured Risk) or by reason of electrical
mechanical or other defect or breakdown (save for any defect or breakdown
caused by want of proper maintenance or repair) or frost or other inclement
conditions or shortage of fuel materials supplies or labour or whole or partial
failure or stoppage of any mains supply due to any circumstances beyond the
reasonable control of the Landlord PROVIDED
ALWAYS that where reasonably practicable the Landlord shall provide
alternative services (if the absence thereof would materially adversely affect
the Tenant’s use and enjoyment of the Premises) and otherwise PROVIDED ALWAYS
that the Landlord shall use all reasonable endeavours to minimise the adverse
effects of any such circumstances and to remedy any such temporary interruption
closure or diversion as expeditiously as
reasonably practicable


7.8                                Arbitration fees


The fees of any arbitrator incurred
in any arbitration proceedings arising out of this lease may be paid to the arbitrator
by the Landlord or by the Tenant notwithstanding any direction or prior
agreement as to liability for payment and any sums so paid for which the party
who pays them initially is not ultimately liable shall be repayable on demand
by the party who is liable for them


7.9                                Rent review memorandum


Forthwith after every agreement or
determination of any increase in the amount of the rent reserved and made
payable by virtue of schedule 4 a memorandum recording the increase shall be
attached to this lease and to the counterpart and such memorandum shall be
signed by or on behalf of the Landlord and the Tenant respectively and each
party shall bear their own costs in relation thereto


7.10                          No warranty as to use


Nothing contained in this lease
shall constitute or be deemed to constitute a warranty by the Landlord that the
Premises are authorised under Planning Law to be used or are otherwise fit for
any specific purpose


7.11                          Disputes


7.11.1                           Any dispute between the Tenant and any other tenant
or occupier of any part of the Building relating to any easement or right
affecting the Building (other than the Landlord or the Management
Company) or any part of it shall (unless the
Landlord shall by notice to the parties concerned renounce its power to
determine it) be referred to the Landlord whose decision (acting in the
capacity of an expert) shall be binding upon the parties to the dispute


7.11.2                           Where any issue (other than one relating to a rent
review) arising out of or under or relating to the Head Lease which also affects
or relates to the provisions of this lease is to be determined as provided in
the Head Lease the determination of such issue pursuant to the provisions of
the Head Lease shall be binding on the Tenant as well as the Landlord for the
purposes both of the Head Lease and this lease


7.12                          Rateable value appeals


If the Landlord or the Tenant
intends to make a proposal to alter the entry for the Premises in the local non-domestic
rating list it shall notify the other party of its intention and shall



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incorporate in the proposal such
proper and reasonable representations as may be made by or on behalf of that
party


7.13                          Jurisdiction


This lease shall be governed by and
construed in all respects in accordance with the laws of England and the
English courts shall have exclusive jurisdiction in relation to disputes
arising under or connected with this lease and the parties hereto irrevocably
submit to the jurisdiction of such courts and irrevocably waive any objection
which any of them may have now or in the future to the English courts being
nominated for the purpose of this clause on the grounds of venue or otherwise
and agree not to claim that any such court is not a convenient or appropriate
forum


8.                                     LANDLORD’S GUARANTOR’S OBLIGATIONS


8.1                                The Landlord’s Guarantor at the request of the
Landlord and in consideration of the Tenant agreeing to take this lease
unconditionally covenants and guarantees with and in favour of the Tenant as a
primary obligor and not merely as a surety or merely collateral to that of the Landlord
that all of the Landlord’s obligations covenants agreements and conditions
contained in this lease will be performed and observed in the manner and at the
times herein specified and that if there is default in performing and observing
any of the Landlord’s obligations (notwithstanding any time or indulgence
granted by the Tenant to the Landlord or compromise, neglect or forbearance on
the part of the Tenant in enforcing the observance of the Landlord’s
obligations in this lease) the Landlord’s Guarantor will observe and perform
(or procure the performance and observance of) the obligations in respect of
which the Landlord shall be in default and make good to the Tenant all losses
costs damages and expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.2                                The Landlord’s Guarantor at the request of the
Management Company and in consideration of the Tenant agreeing to pay the
Service Charge unconditionally covenants and guarantees with and in favour of
the Tenant as a primary obligor and not merely as a surety or merely collateral
to that of the Management Company that all of the Management Company’s
obligations contained in this lease will be performed and observed in the
manner and at the times herein specified and that if there is default in
performing and observing any of the Management Company’s obligations
(notwithstanding any time or indulgence granted by the Tenant to the Management
Company or compromise, neglect or forbearance on the part of the Tenant in
enforcing the observance of the Management Company’s obligations in this lease)
the Landlord’s Guarantor will observe and perform (or procure the performance
and observance of) the obligations in respect of which the Management Company
shall be in default and make good to the Tenant all losses costs damages and
expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.3                                For the avoidance of doubt the obligations of the
Landlord’s Guarantor under sub-clauses 8.1 and 8.2 above shall remain
effective for the full duration of the Term notwithstanding (i) any sale (or
other disposition) of the Landlord’s reversionary interest to this lease and/or
(ii) any of the circumstances described (or analogous to those described) in
sub-clauses 7.1.1(D), 7.1.1(E), 7.1.1(F), 7.1.1(G) or 7.1.1(H)
hereof occurring in relation to either the Landlord or the Management Company.  In the
event that either such event occurs, the



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Landlord’s Guarantor will, at its sole cost
and expense, promptly enter into a deed directly with the Tenant (in a form
required by the Tenant) to give full effect to the intention that the
guarantees given by the Landlord’s Guarantor hereunder shall continue on the
basis set out in this sub-clause 8.3


8.4                                The obligations of the Landlord’s Guarantor hereunder
shall not be released, reduced, exonerated or in any way affected by:


8.4.1                                 any neglect, delay or forbearance on the part of the
Tenant in taking steps to enforce the performance and observance of and
compliance with any of the covenants, obligations and conditions on the part of
the Landlord or the Management Company herein contained, or


8.4.2                                 any variation of this lease with the consent of the
Landlord’s Guarantor (or without the consent of the Landlord’s Guarantor where
such variation shall not increase the liability of the Landlord’s Guarantor) PROVIDED THAT (and the Landlord’s Guarantor expressly agrees that)
any variation of this lease not being of the manner described in this sub-8.4.2
shall only take effect to release the Landlord’s Guarantor from liability to
the extent of the increased liability arising out of such variation to the
intent that, for the full duration of the Term, the Landlord’s Guarantor shall
remain liable to the Tenant under this Clause 8 to the extent of such liability
as existed at the date hereof


8.4.3                                 the Landlord or the Management Company ceasing to
exist or having an administration order or any other circumstance in the nature
of those described in sub-clause 8.4.2 above made against either of them,
or


8.4.4                                 any other matter which, but for this provision, would
or might operate to affect, reduce or extinguish the liability of the Landlord’s
Guarantor under this Lease in whole or in part


9.                                     TENANT’S GUARANTOR’S OBLIGATIONS


In consideration of the Landlord
entering into this lease, the Tenant’s Guarantor as a principal obligor agrees
with the Landlord that:


9.1                                Guarantee


Until the expiry of this lease or
until any earlier date when the Tenant’s Guarantor is released by virtue of the
Landlord and Tenant (Covenants) Act 1995 from its obligations under this
sub-clause:


9.1.1                                 the Tenant’s
obligations under this lease will be performed;


9.1.2                                 the Tenant will comply with any authorised guarantee
agreement which it enters into on a transfer of this lease; and


9.1.3                                 to the extent the Tenant’s obligations or any
such authorised guarantee agreement are not complied with, the Tenant’s
Guarantor will comply with them and will indemnify the Landlord against any
loss it suffers as a result of any non-compliance.



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9.2                                Preservation of the Guarantee


The Tenant’s Guarantor’s obligations under sub-clause 8.1 are not affected
by:


9.2.1                                 any indulgence, compromise or neglect in enforcing
the Tenant’s obligations or any refusal
by the Landlord to accept tendered rent;


9.2.2                                 any variation or waiver of any of the terms of this
lease with the consent of the Tenant’s Guarantor (or without consent of
the Tenant’s Guarantor where such variation shall not increase the liability of
the Tenant’s Guarantor);


9.2.3                                 any partial surrender of this lease (and the
Tenant’s Guarantor’s liability shall continue but only in respect of the Tenant’s
continuing obligations);


9.2.4                                 any forfeiture of this
lease, whether in whole or in part;


9.2.5                                 any legal limitation,
immunity, incapacity, insolvency or the winding-up of the Tenant or by the fact
that the Tenant otherwise ceases to exist;


9.2.6                                 any action taken by or
on the Landlord’s behalf in contemplation of re-letting the Premises;


9.2.7                                 any other act or
omission which, but for this provision, would have released the Tenant’s
Guarantor from liability;


or any combination of any such
matters.


9.3                                No right to participate in security


The Tenant’s Guarantor may not participate
in, or exercise any right of subrogation in respect of, any security held by
the Landlord for the Tenant’s obligations.


9.4                                Disclaimer


If this lease is disclaimed:


9.4.1                                 The Landlord may require the Tenant’s Guarantor at
its cost to accept a new lease of the Premises on the same terms of, and
containing the same agreements as, this lease (and, where any such term applies
as at a particular date or period, as at the same date or period), as if this
lease had not been disclaimed and as the terms have effect immediately before
the disclaimer, for the residue of the Term, and with effect, from the date of
disclaimer but the new lease shall omit this clause.


9.4.2                                 For the purposes of sub-clause 8.4.1:


(A)                             the Landlord may notify the requirement to the Tenant’s
Guarantor only within the period of four months commencing on the date of
disclaimer;


(B)                               if there are any matters outstanding under this lease
immediately before it is disclaimed, they shall be determined between the
Landlord and the Tenant’s Guarantor and be reflected, as appropriate, in the
new lease;


(C)                               the new lease shall be completed within 4 weeks after
the date when the Landlord notifies the requirement to the Tenant’s Guarantor.



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9.5                                Forfeiture or the Tenant ceasing to exist


If this lease is forfeited or if the
Tenant ceases to exist, the Landlord may require the Tenant’s Guarantor to:


9.5.1                                 accept a new lease of the Premises in accordance with
sub-clause 9.4, as if it applies to forfeiture or the Tenant ceasing to exist
and to the date of forfeiture or cessation; or


9.5.2                                 pay the Landlord an amount equal to rents and
outgoings due from the Tenant pursuant to the Tenant’s obligations under this
lease by the Landlord from the date of forfeiture or cessation until (a) the
earlier of the first date when all the Premises are re-let and the last day of
the Term, or (b) the expiry of 4 months from the date of forfeiture or
cessation


and the Tenant’s Guarantor will
comply with the relevant requirement.


9.6                                Transfer of the reversion


The benefit of the Tenant’s
Guarantor’s obligations under this clause will pass to a transferee of the
Landlord’s reversion in the Premises without
need for an express assignment.


IN WITNESS
whereof this Deed has been executed by the parties hereto and is intended to be
and is hereby delivered on the date first above written



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SCHEDULE 1


(The Premises)


ALL THOSE office premises situate on the 24th floor and
being part of the Building which are shown on the Plan and thereon edged red
which premises include:


(a)                                 the plaster linings and other interior coverings and
facing materials of all walls and of any columns within or bounding the said
premises


(b)                                the screed the raised floor the fixed and unfixed
floor coverings and all materials lying between the upper surface of the
structural floor slab and the raised floor surface


(c)                                 the
suspended ceilings including all materials forming part of them lying in the
void space (if any) above such ceilings but below the lower surface of the
structural ceiling slab


(d)                                all
non-load bearing walls (including partitions) lying within the said
premises


(e)                                 all plant and other apparatus and conducting media which
serve the said premises exclusively including
any which the Landlord may permit under clause 4.14 and whose operation does
not have any impact on the central building systems


(f)                                   the following items supplied and fitted by the
Landlord:


(i)                                     venetian horizontal perforated blinds (if any) on the
inside of the external windows of the Premises


(ii)                                  high quality carpet tiles from Milliken (if any)


but
exclude:


(i)                                    all Service Media and Landlord’s Services Equipment
and


(ii)                                 the load bearing structure of the Building including
the load bearing structure of the roofs foundations external and
internal walls and columns and the structural slabs of the ceilings and floors
together with any other structural parts of the Building and


(iii)                              the external surfaces of the Building and the whole
of the window glazing and window frames and other fenestration units
constructed in the external walls and in the other boundaries of the said
premises


SCHEDULE 2


(Easements and rights granted)


1.                                     The right subject to the provisions of clause
7.3 and subject to compliance with all reasonable rules and regulations made in
the interests of good estate management of the Building and having due regard
to the interests of the Tenant in connection with the exercise of such right as
may be prescribed from time to time by the Landlord:


1.1                                for the Tenant its servants and duly authorised
agents invitees and visitors for the purpose only of ingress and egress to and
from the Premises to use the Common Parts and to use all means of escape
which shall at all times be in locations and in accordance with standards



 38
 






 



 


approved by any competent
authority but only when needed in an emergency or
fire drills (if any)


1.2                                to free and uninterrupted passage through and
use of the Service Media


1.3                                to use such lavatories in the Building as the
Landlord shall from time to time reasonably designate


1.4                                to use the lifts in the Building (with or without tea
trolleys)


2.                                     The right of support shelter and protection for the
Premises from any adjoining or neighbouring parts of the Building as enjoyed by
the Premises at the date of this lease


3.                                     The right to have displayed the name of the Tenant on
the signboard in the entrance lobby of the Building provided by the Landlord
pursuant to paragraph 14 of Part I of schedule 6


4.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time a right of way for the Tenant and all persons authorised by it
(expressly or impliedly and including couriers) to pass and repass at all times
with or without vehicles over and along the access ramp and roadway from the
public highway to and from the Service Area and a right of ingress and egress
from the Service Area to the Premises along such route as the Landlord may from
time to time reasonably designate


5.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time the right to load and unload vehicles delivering and picking up
materials equipment and other items for use by the Tenant in the Service Area
or such other area of the basement as shall from time to time be reasonably
designated by the Landlord for the purpose


6.                                     The
right for the Tenant and persons authorised by it at all reasonable times upon
prior notice (except in case of emergency) and being accompanied if reasonably
required by a representative of the Landlord (supplied by the Landlord) to
enter such other parts of the Building as are not at that time let to another
tenant and which it is necessary to enter for the purposes of exercising its
rights herein granted or carrying out any works required to comply with the
covenants and conditions of the Tenant herein contained and where such works
cannot otherwise reasonably be carried out without such entry


7.                                     7.1                                  Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time and obtaining any wayleave agreement (if appropriate) the right to
connect with the network termination points and communications equipment and
cabling in the Building of British Telecom or any other provider of
telecommunications services subject in each case to the Tenant being
responsible for the cost thereof and to lay and thereafter maintain repair
renew and replace and use such telephone and other communication cabling and
related equipment as the Tenant shall reasonably require from such network
termination points to the Premises along such common risers in the Building as
the Landlord shall reasonably and expeditiously direct (the Tenant being
entitled to a fair proportion only of such common risers)


7.2                                  Subject
to the Landlord’s prior written approval (not to be unreasonably withheld or
delayed) the right to connect into install lay and thereafter maintain repair
replace renew and use for the free and uninterrupted passage of services of
whatever nature such other



 39
 






 



 


Service Media in the Building as the Tenant shall
reasonably require for the purposes of its business along such riser ducts in
the Building or in under or over other property over which the Landlord has
corresponding rights as the Landlord shall reasonably direct (the Tenant being
entitled to a fair proportion only of such riser duct space)


8.                                     The
right in common with others to connect into the Landlord’s aerial on the roof
of the Building and (subject always to first obtaining the Landlord’s consent
(such consent not to be unreasonably withheld or delayed) and subject to all
necessary statutory consents) to erect one aerial or a satellite dish or other
transmission and receiving equipment of similar nature (not exceeding one metre
in length or diameter) together with all associated duct and cabling and wiring
(“Transmission Equipment”) and the right to connect to and thereafter repair
maintain and renew such Transmission Equipment upon the roof of the Building
together with the right of ingress and egress to and from the Transmission
Equipment at all reasonable times upon reasonable notice and prior appointment
with the Landlord for the purposes of repairing maintaining and inspecting the
Transmission Equipment


SCHEDULE 3


(Exceptions and reservations)


1.                                     The right to build alter or extend (whether
vertically or laterally) any building provided that the access of light and air
or either of them to the Premises nor the Tenants beneficial use and
enjoyment of the Premises and the lights windows and openings thereof are not materially adversely affected


2.                                     The right at reasonable times on reasonable prior
written notice (except in an emergency where no notice need be given) to enter
upon the Premises as often as may be necessary for the purpose of complying
with the covenants on the Landlord’s part (as lessee) under  the Head Lease for all the purposes for which
the Tenant covenants in this lease to permit entry and for all purposes in
connection with the carrying out of the Services and for the purposes of
complying with any statutory requirements


3.                                     The right to use and to construct inspect maintain
repair divert and otherwise alter stop up and relay and to make connections to
any Service Media in on or under the Premises at any time during the Term for
the benefit of any other part of the Building or any adjacent or neighbouring
land of the Landlord provided the Tenant’s use and enjoyment of the
Premises is not materially adversely affected


4.                                     The right to erect and temporarily maintain
scaffolding on or against any part of the Building so long as reasonable and
sufficient means of access to and egress from and servicing the Premises are maintained
provided the Tenant’s use and enjoyment of the Premises is not materially
adversely affected


5.                                     All
rights of light air and other easements and rights (but without prejudice to
those expressly granted by this lease) enjoyed by the Premises from or over any
other part or parts of the Building or any adjacent or neighbouring land of the
Landlord


6.                                     The
right of support protection and shelter for the benefit of other parts of the Building
from the Premises as enjoyed by the Building at the date hereof



 40














 


7.                                     The right for
one or more members of any security staff employed by the Landlord or its duly
authorised agents (who shall present evidence of their authority) at any time
or times on reasonable prior written notice (save in the case of emergency
where no notice is required) to enter the Premises if it shall be considered
reasonably necessary or desirable so to do in
connection with the security of the Building


8.                                     The right for the tenant or occupier of any other
part of the Building authorised by the Landlord having first given reasonable
prior written notice to the Tenant at reasonable times in the daytime and at
any time and without notice in case of emergency to enter the Premises (but
only where such access is necessary) for the purpose of repairing that other
part of the Building the Landlord agreeing to make good any damage so caused as
a result of such entry to the reasonable satisfaction of the Tenant


9.                                     The rights reserved to the Superior Landlord (by
covenant or by express reservation) in the Head Lease


10.                              The right for the Landlord or the Landlord’s
consultants or its agents on reasonable prior notice to enter the Premises for
the purpose of compiling as-built plans and other information in
accordance with clause 4.12.3(D)(III)


PROVIDED ALWAYS  THATin exercising the rights hereby reserved the Landlord and the Management
Company and anyone authorised by them shall comply with the proviso to clause
4.9


SCHEDULE 4


(The first reserved rent and the review thereof)


1.                                       In this schedule the following expressions have the
respective meanings:-


(1)                                          “Review Rent” means the yearly market rent as would be negotiated
in the open market by a willing lessor to a willing lessee which might
reasonably be expected to be payable after the expiry of a rent free period or
concessionary rent or capital payment in lieu thereof for the purposes
of fitting out as would be negotiated in the
open market by a willing lessor to a willing lessee with vacant possession on
the Review Date without fine or premium for a term of 10 years and otherwise
upon the provisions (save as to the amount of the rent first reserved by this
Lease) contained in this Lease and on
the assumption if not a fact that the Tenant’s covenants and obligations
hereunder have been fully complied with and on the further assumptions that:


(a)                                 the Permitted Use and the Premises comply with
Planning Law free from any onerous condition restriction and limitation and
every other Enactment and that the lessee may lawfully carry on the Permitted
Use PROVIDED HOWEVER THAT this
paragraph (a) shall be deemed deleted in the event that any onerous condition
restriction and/or limitation aforesaid has existed for a period exceeding six
months in the five year period preceding the Review Date;


(b)                                no work has been carried out to the Premises which
has diminished their rental value (otherwise than work carried out in
pursuance of any obligations to the Landlord or where pursuant to a statutory
obligation);



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(c)                                 in
case the Building or any part of it has been destroyed or damaged by an Insured
Risk it has been fully restored;


(d)                                the Premises have been completed at the cost of the
Landlord in accordance with the drawings and specification described in the
Reinstatement Specification;


but
disregarding any effect on rent of:


(i)                                    the fact that the Tenant or any underlessee or other
permitted occupier or their respective predecessors in title has been or is in
occupation of the Premises or any other premises in the Building;


(ii)                                 any goodwill attached to the Premises by the carrying
on in them of the business of the Tenant or any underlessee or their respective
predecessors in title or other permitted occupier;


(iii)                              (without prejudice to paragraphs 1(1)(b) 1(1)(c) of
this schedule) any works carried out to the Premises or the Building during or
prior to the Term by the Tenant or any permitted underlessee in either case at
its own expense otherwise than in pursuance of any obligation to the Landlord (except
any contained in a licence to alter (if necessary) granted by the Landlord or in
compliance with statutory requirements);


(iv)                              the fact that the Tenant has the benefit of a rent
free period for fitting out.


(2)                                           “Review Surveyor” means an independent chartered surveyor appointed
pursuant to paragraph 4(1) of this schedule and if to be nominated by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors the said President to be requested to nominate an
independent chartered surveyor having not less than ten years practice in the
City of London next before the date of his appointment and recent substantial
experience in the letting and valuation of office premises of a similar
character and quality to those of the Premises and who is a Partner or director
of a leading firm or company of surveyors having specialist market and
valuation knowledge of such premises.


2.                                      The yearly rent first reserved and payable from the
Review Date until the expiry of the Term shall be the higher of:


(1)                                          the Initial Rent (ignoring for this purpose any rent
cesser pursuant to clause 7.5); and


(2)                                           the Review Rent.


3.                                      If the Landlord and the Tenant shall not have agreed
the Review Rent by the Review Date it shall (without prejudice to the ability
of the Landlord and the Tenant to agree it at any time) be assessed as follows:


(1)                                           the Review Surveyor shall (in the case of agreement
about his appointment) be forthwith appointed by the Landlord or the Tenant to
assess the Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of the
President for the time being of The



 42
 






 



Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;


(2)                                           unless the Landlord and the Tenant agree that the
Review Surveyor shall act as an expert (which after the appointment has been
made they may not do save with the consent also of the Review Surveyor) he
shall act as an arbitrator and the arbitration shall be conducted in accordance
with the Arbitration Act 1996;


(3)                                           If the Review Surveyor is appointed as an expert he
shall be required to give notice to the Landlord and the Tenant inviting each
of them to submit to him within such time limits as he shall stipulate a
proposal for the Review Rent supported (if so desired by the Landlord or the
Tenant) by any or all of:


(i)                             a statement of reasons;


(ii)                          a professional rental valuation and (separately and
later);


(iii)                       submissions in respect of each other’s statement of
reasons and valuation


but he shall not be bound thereby
and shall make the determination in accordance with his own judgment (including
any determination concerning any party’s liability for the costs of the
reference to him) save in respect of points of law.


(4)                                           If the Review Surveyor whether appointed as
arbitrator or expert refuses to act or is or becomes incapable of acting or
dies the Landlord or the Tenant may apply to the President for the further
appointment of another Review  Surveyor.


4.                                      If the Review Rent has not been agreed or assessed by
the Review Date the Tenant shall:


(1)                                           continue to pay the Initial Rent on account; and


(2)                                           pay the Landlord within fourteen days after the agreement or assessment of the Review Rent
the amount (if any) by which the Review Rent for the period commencing on the
Review Date and ending on the quarter day following the date of payment exceeds
the Initial Rent held on account for the same period plus interest at three per
cent below the Interest Rate for each instalment of rent due on and after the
Review Date on the difference between what would have been paid on that rent
day had the Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the date of payment of the shortfall).


5.                          If any Enactment restricts the right to review rent
or to recover an increase in rent otherwise payable then when the restriction
is released the Landlord may at any time within six months after the date of
release give to the Tenant not less than one month’s written notice requiring an additional rent review as at the
next following quarter day.


SCHEDULE 5


(The Service Charge)


1.                                     In this schedule:


“Accounting Period”
means the period from and
including 1st January to and including 31st December in a year or such
other period of twelve months as the Management



 43
 






 



Company shall reasonably determine from time to time
and notified to the Tenant in writing


“Expert” means an independent chartered surveyor experienced
in the administration and apportionment of service charges for buildings
similar to the Building as agreed upon by the Management Company and the Tenant
or on failure to agree appointed at the request of either party by the
President Provided that where an Expert has previously been agreed or appointed
in relation to any matter in connection with the Service Cost or the allocation
of the Service Cost between the tenants of the Building (whether or not
pursuant to the terms of this Underlease) the Management Company or the Tenant
shall be entitled if reasonable to require that the same Expert be appointed


“Interim Sum” means a yearly sum assessed by the Management Company
acting reasonably on account of the Service Charge for each Accounting Period
being a fair and reasonable estimate of the Service Charge payable by the
Tenant in respect of that Accounting Period


“President” means the president for the time being of the Royal
Institution of Chartered Surveyors or the next most senior officer willing to
act


“Reserve” means the total of the amounts received by the
Management Company in respect of the matters referred to in paragraph 2.2
of this schedule


“Service Charge” means the proportion or proportions of the Service
Cost attributable to the Premises determined in accordance with the provisions
of this schedule payable from the date hereof


“Service Charge
Certificate” means a
certificate showing the Service Cost and Service Charge for each
Accounting Period served pursuant to paragraph 5 of this schedule and prepared
by an independent suitably qualified accountant appointed by the Management
Company


“Service Cost” means the total sum calculated in accordance with
paragraph 2 of this schedule


2.                                     The Service Cost shall be the total of:


2.1                                 the reasonable cost properly incurred by the
Management Company in any Accounting Period in reasonably and properly carrying out or procuring the carrying out of the
Services and providing each item of the Services including (without prejudice
to the generality of the foregoing) the costs and expenses set out in Part II
of schedule 6 (insofar as the same are reasonable and properly incurred)
in any such case in the interests of good estate management but excluding for the avoidance of doubt


2.1.1                                any costs attributable to the provision of any of the
Services outside Normal Business Hours at the specific request of the Tenant
(which shall be charged direct to the Tenant) or of any other tenant or tenants
of the Building and


2.1.2                                any Value Added Tax which the Management Company may
incur of and incidental to the provision of the Services and which is
recoverable as input tax by the Management Company



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2.1.3                                 any cost or expense incurred in making good any
damage caused by any of the Insured Risks


2.1.4                                any
costs or expenses incurred relating to the works to the ground floor reception
area, lift cars and renewal of the smoke detection systems in the Building that
were carried out or are being carried out at the date of this lease


2.1.5                                any
costs or expenses (or increased costs and expenses) relating to any Lettable
Unit within the Building which are the direct responsibility of or are properly
recoverable by the Landlord by way of Service Charge from any tenant of such
space or in the case of  unlet space or
space occupied by the Landlord or any group company or any licensee or invitee
of the Landlord other than for the proper management of the Building that would
be the responsibility of or so recoverable had the same been let on a lease on
similar terms to this lease


2.1.6                                any
costs (or increased costs) relating to works done to the Building or any
Lettable Unit or the Service Media or the Landlord’s Services Equipment to
induce another tenant or prospective tenant of any Lettable Unit to take a
lease of any part of the Building


2.1.7                                any
costs (or increased costs) attributable to contemplating pursuing or enforcing
any remedies of the landlord or the Management Company against any other
tenants or occupiers of the Building


2.1.8                                any
marketing costs for the Building


2.1.9                                any
costs of the Landlord relating to any dealings with matters of title relating
to its reversionary interest


2.1.10                          any
costs or expenses incurred in relation to the collection of arrears of rent
service charge and other monies from the other tenants or occupiers of the
Building


2.2                                an amount (to be revised annually by the Management
Company at its reasonable discretion to
be charged in any Accounting Period as a contribution to the establishment and
maintenance of a reserve towards the estimated cost to the Management Company
of the provision of the Services such amount to be ascertained on the
assumption (inter alia) that the cost of replacement of items of plant
machinery equipment and other capital items is calculated on such life
expectancy of the said items as the Management Company may from time to time
reasonably determine to the intent that a fund be accumulated sufficient to
cover the cost of replacement of the said items by the end of their
anticipated life such amounts (together with accrued interest) to be held on
trust for the Tenant for application in accordance with the terms of this lease
in a separate designated interest bearing bank account with interest to accrue
to that account provided that:-


2.2.1                                 Upon disposal by the
Landlord of its reversionary interest in the Building the Landlord shall
transfer such deposit account and the balance of the Reserve to its successors
in title to such reversionary interest; and



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2.2.2                                 the Landlord shall
provide the Tenant (at the Tenant’s request) with a statement of the total
amount standing to credit of such bank account at the time of the request


PROVIDED FURTHER THAT nothing herein contained shall oblige the Management
Company to maintain the Reserve or a reserve sufficient to cover the whole of
the cost of replacement of any plant machinery equipment or other capital items
and provided further that any expenditure on any items in respect of which any
sums shall have been included in the Reserve during an Accounting Year shall at
the Management Company’s reasonable discretion as to the amount thereof if any
be met out of the Reserve AND PROVIDED THAT in
respect of any costs or expenses not incurred exclusively in connection with
the provision or carrying out of the Services a fair proportion only of such
costs and expenses shall be included in the Service Cost


3.


3.1                                The Service Charge payable by the Tenant for any
Accounting Period shall be a fair and proper proportion of the Service
Cost attributable to the Premises from time to time as properly determined by a
suitably qualified surveyor or auditor appointed by the Management Company
(acting as expert) (and so in proportion for
any Accounting Period not falling wholly within the Term the Service Cost in
any such case being deemed to accrue on a day to day basis for the purpose of
apportionment)


3.2                                If at any time and from time to time during the Term
the method or basis of calculating or ascertaining the cost of any item of the
Services shall alter or the basis of calculating or ascertaining the Service
Cost in relation to any item of the Services shall change and as a result it is
reasonable in the interests of good estate management that there be a
variation of the calculation of the Service Charge in order to achieve a fairer
and better apportionment of the Service Cost amongst the tenants of the
Building then and in every such case a suitably qualified surveyor or
accountant appointed by the Management Company (acting as expert) may vary and
amend the Service Charge and make appropriate
adjustments thereto provided always that in the event of any dispute between
the Management Company and the Tenant and the other tenants of the Building or
any of them the same shall be referred to the Expert for determination (the
Expert to act as an expert and not as an arbitrator) whose decision shall save
in the case of manifest error or gross negligence be binding on the parties
(including his decisions as to the responsibility for his costs)


3.3                                The fair proportion to be determined by the Management
Company in paragraph 3.1 above shall be determined on the basis that all
accommodation within the Building let or occupied or designed contracted or
adapted for letting or occupation (other than management accommodation) is
fully let on terms which include service charge provisions consistent with the
service charge provisions contained in this lease (save where otherwise specified
herein) and such proportion shall not be increased or altered by reason of the
fact that at any time any part of such accommodation may be vacant or that any
tenant or other occupier of any other part of the Building may default in
payment of its due proportion of the Service Cost


4.


4.1                                The Tenant shall pay to the Management Company the Interim Sum without
deduction by equal quarterly instalments in advance on the usual quarter days (provided
written notice



 46
 






 



of the Interim Sum has been provided the Tenant in accordance with
paragraph 4.5 of this Schedule) the first payment to be made on the date hereof
for the period from the date hereof to the next quarter day


4.2                                The Management Company shall be entitled to require as part of the Interim
Sum payments in advance on account of the cost of the consumption of and supply
charges in respect of electricity consumed within the Premises (save for any
amounts which are invoiced directly by London Electricity plc or
relevant electricity provider to the Tenant) such sums not to exceed a fair and proper estimate of amounts reasonably
anticipated by the Management Company as falling due within the next quarter


4.3                                If the Tenant consistently requests the provision of any of the Services
outside Normal Business Hours the Management Company shall be entitled in
addition to require the Tenant to pay along with payments of the Interim Sum a
fair and proper estimate of amounts likely to be payable by the Tenant in the
next quarter on account of such Services in accordance with the terms of this
lease


4.4                                The Interim Sum for the Premises for the Accounting Period beginning on 1st
January [      ] and ending 31st December
[      ] shall be £[            ] exclusive of VAT


4.5                                Either before or as soon as practicable after the commencement of every
Accounting Period the Management Company shall serve or cause to be served on
the Tenant written notice of the Interim Sum for the relevant Accounting Period


5.


5.1                                As soon as practicable after the expiry of every
Accounting Period (and in any event within 4 months after such expiry) the
Management Company shall serve or cause to be served a Service Charge
Certificate on the Tenant for the relevant Accounting Period


5.2                                A Service Charge Certificate shall contain a summary
of the Service Cost in respect of the Accounting Period to which it relates and
the relevant calculations showing the Service Charge


5.3                                The Tenant may request further details of the
breakdown of the expenditure under any particular item or items shown in a
Service Charge Certificate by giving notice thereof in writing to the
Management Company within six months of
the date of service on the Tenant of the relevant Service Charge Certificate
and upon receipt of such a notice the Management Company shall furnish to the Tenant
all such relevant details in its possession or control or which can reasonably
be obtained by it as relate to the expenditure under the item or items in
question at the cost of the Tenant PROVIDED
ALWAYS that notwithstanding the
giving of any such notice the Tenant shall nevertheless pay all Interim Sums
and Service Charges as and when they fall due or as may be underpaid from time
to time (but without prejudice to any challenge claim or dispute that the
Tenant may have made or may make in the future in respect of its Service Charge
liability or otherwise)


6.                                     Within fourteen days after the service on the Tenant
of a Service Charge Certificate showing that the Service Charge for any
Accounting Period exceeds the Interim Sum for that Accounting Period with
a demand for such excess and a valid VAT invoice the Tenant shall (without prejudice to any challenge claim or dispute as
aforesaid) pay to the Management Company or as it shall direct a sum equal to
the amount by which the Service Charge exceeds the Interim Sum provided that
and the Tenant hereby acknowledges that if



 47
 






 



there
shall be any such excess in respect of the Accounting Period the amount of such
excess shall be a debt due from the Tenant to the Management Company and in the
event that such excess is not received by the Management Company within 14 days
of the due dates for payment it shall
attract interest at the Interest Rate calculated for the period commencing on
the due date for payment and ending on the date the sum is subsequently
received by the Management Company notwithstanding that the Term may have
expired or been determined before the service by or on behalf of the Management
Company of the relevant Service Charge Certificate


7.                                     If in any Accounting Period the Service Charge is
less than the Interim Sum for that Accounting Period a sum equal to the amount
which the Interim Sum exceeds the Service Charge shall be accumulated by the
Management Company and shall be applied in or towards the Service Charge for
the next following Accounting Period or Accounting Periods or at or after the
end of the Term repaid to the Tenant within 14 days after preparation of the
Service Charge Certificate


8.                                     Unless challenged by the Tenant pursuant to the
provisions of paragraph 9 of this schedule every notice certificate calculation
determination or assessment properly made by or on behalf of the Management Company referred to in this schedule
shall (save in the case of manifest error or gross negligence) be conclusive
and binding upon the parties hereto


9.                                     The Tenant (acting reasonably) may at any time within
six months after the submission of a Service Charge Certificate challenge it on
any reasonable ground (including without limitation on the ground that the
Service Charge therein stated exceeds the Service Charge which should have been
payable had the provisions of this lease been properly adhered to) PROVIDED THAT the Tenant gives notice with
full particulars of its ground of alleged challenge and in any such case:


9.1                                 any sum due to or payable by the Management
Company pursuant to paragraphs 6 and 7 above shall (save in manifest error)
still be paid or allowed pending resolution of
the Tenant’s challenge as if the Service Charge Certificate were correct


9.2                                 the Management Company and the Tenant shall endeavour
to resolve the relevant issue but if they cannot do so the issue in dispute
shall be referred to the Expert (acting as an expert and not an arbitrator)
whose decision shall save in the case of manifest error be binding on the
parties (including his decision as to the responsibility for his costs)


9.3                                 such adjustments to the Service Charge Certificate as
may be required to be made in consequence of the resolution of the dispute
shall be paid as soon as reasonably practicable after such resolution and any
sum due to or payable by the Management Company shall then be paid or allowed
(as the case may be) immediately


10.                              All sums obtained from the Tenant and any other
tenants or occupiers of the Building towards the Service Cost and sums
collected in respect of the Reserve shall each be placed in separate interest
bearing designated deposit accounts to be applied only towards the cost of
providing the Services and all interest accrued on such deposit account shall
be credited (net of tax) to the account



 48
 






 



 


11.                              The Management Company will account to the Landlord
as soon as practicable following expiry of each Accounting Period for that part
of the Service Charge which relates to costs directly incurred by the Landlord
and not by the Management Company including (but not limited to) the costs
referred to in paragraphs 5 7 8 9 and 12 of Part II of schedule 6


SCHEDULE 6


(Services)


PART I


1.                                     Inspecting maintaining repairing amending altering
and (where consistent with an obligation to repair) rebuilding and renewing and
where appropriate treating washing down painting and decorating all load
bearing and other structural parts of the Building and the relevant parts of it
described in paragraphs (ii) and (iii) of schedule 1


2.                                     Inspecting servicing maintaining operating and
repairing and (where consistent with an obligation to repair) renewing amending
overhauling and replacing the Landlord’s Services Equipment and all other
apparatus plant machinery and equipment within the Building (if any) from time
to time excluding any “stand alone” systems installed by the Tenant or any
other tenant or occupier of the Building


3.                                     Inspecting servicing maintaining operating repairing
cleansing emptying amending altering and (where consistent with an
obligation to repair) renewing overhauling and
replacing all Service Media


4.                                     Keeping the Common Parts and the car park within the
Building properly cleansed decorated treated maintained and lit to such
standard as the Management Company may from time to time consider adequate


5.                                     Providing such mechanical ventilation heating and (if
deemed desirable by the Management Company) cooling for such parts of the
Building and for such hours and times of the year (subject to clause 6) as the
Management Company shall in its reasonable discretion determine in
accordance with the principles of good estate management PROVIDED THAT in the event
that the Tenant installs (or the Previous Tenant has installed) plant and/or
duct work to cool the toilets of the ground to 13th floors of the Building then
such cooling shall be maintained at all times (unless otherwise requested by
the Tenant)


6.                                     Providing and maintaining at the Management Company’s
reasonable discretion any furniture architectural or ornamental features
or murals and any horticultural displays plants shrubs trees or garden area in
the Common Parts and maintaining the same in accordance with the principles of
good estate management


7.                                     Supplying whether by purchase or hire and maintaining
repairing servicing and keeping in good and serviceable order and condition
(and where consistent with an obligation to repair) renewing and replacing all
fixtures and receptacles appliances materials equipment plant and other things
which the Management Company may reasonably deem desirable or necessary for the
maintenance appearance upkeep or cleanliness of the Building or any part of it
or otherwise in connection with the provision of the Services in accordance
with the principles of good estate management



 49
 






 



 


8.                                     Cleaning as frequently as the Management Company
shall in its reasonable discretion consider adequate in accordance with the
principles of good estate management the exterior and interior of all window
glazing and window frames and other fenestration units in the Common Parts and
the outside of the window glazing referred to in paragraph (iii) of schedule 1
and the maintenance cleansing repair inspection and (where reasonably necessary
in the course of repair) renewal or replacement of all window cleaning) cradles
carriageways and runways


9.                                     Providing a security service to the Common Parts and
the car park within the Building including where appropriate in the Management
Company’s reasonable and proper judgment in accordance with the
principles of good estate management closed circuit television and/or other plant
and equipment for the purpose of surveillance and supervision of users of the
Building


10.                              Disposing of refuse from the Building (including
collecting and compacting or otherwise treating or packaging as the Management
Company thinks fit such refuse and if necessary pest control) and the provision
repair maintenance and renewal of any plant and equipment in connection
therewith


11.                              Maintaining an adequate supply of hot and cold
water and supplying washing and toilet requisites in the lavatory accommodation
in the Building which the Tenant has a right to use under this lease and
cleaning the same as frequently and to a standard appropriate to a high class
office


12.                              Such rodent or other pest control in the Building as
the Management Company shall consider necessary or desirable in
accordance with the principles of good estate management


13.                              Providing one or more receptionists in the ground
floor entrance hall of the Building at all times


14.                              Providing and maintaining a signboard in the entrance
lobby of the building for the display of tenants’ names


15.                              Controlling so far as practicable traffic flow within
the car park in the Building and traffic and parking therein and for that
purpose to provide such working and mechanical systems as the Management Company
considers appropriate including wheel clamping immobilising and removal of vehicles
in accordance with the principles of good estate management


16.                              Providing and maintaining a post room facility for
the reception of mail to the Building


17.                              Complying with the obligations on the part of the
tenant contained in the Head Lease save for the payment of rent and
other than in relation to any Lettable Unit or where incurred in accordance
with the obligations on the part of the Landlord contained in clause 5.3 or
where the Landlord shall be in breach of its obligations under the Head Lease


18.                              Maintaining third party and public liability
insurance in such sum as shall be reasonably appropriate in the case of the
Building and such staff as may be employed.



 50
 






 



 


19.                              Complying with the obligations set out in clause 6


20.                              Any other services relating to the Building or any
part of it provided by the Management Company from time to time which shall be:


20.1                           reasonably capable of being enjoyed by the occupier
of the Premises or


20.2                           reasonably calculated to be for the benefit of the
Tenant and other tenants of the Building or


20.3                           appropriate for the maintenance upkeep or cleanliness
of the Building or


20.4                           otherwise in keeping with the principles of good
estate management


PROVIDED ALWAYS that


(i)                                     Where in this schedule there are references to
matters or things which are then stated to include certain particular matters
or things which are not also stated to be without prejudice to the generality
of the wording preceding it nevertheless the reference to the particular
matters or things shall be deemed to be and in each case shall be without
prejudice to the generality of the wording preceding it


(ii)                                  Without
prejudice to the Tenant’s rights under schedule 2, the Management Company shall
have the right to cease or to procure the cessation of the provision of or add
to or procure the addition to any item of Services matter or thing specified in
this schedule if the Management Company shall having regard to the principles
of good estate management reasonably deem it desirable or expedient so to do
but before so doing the Management Company shall notify all the tenants in the
Building Provided that the Tenant’s use and enjoyment of the Premises shall not
be materially adversely affected thereby


(iv)                              The Management Company or the managing agents may
temporarily withdraw any item of Services matter or thing specified in this
schedule if in their reasonable opinion such withdrawal is in the interest of
good estate management PROVIDED THAT
the Tenant’s use and enjoyment of the Premises shall not be materially
adversely affected thereby PROVIDED FURTHER
THAT the Management Company shall use its reasonable endeavours to
minimise any disruption or inconvenience to the Tenant


PART II


1.                                     All fees and disbursements of any individual or firm
or company employed or retained by or on behalf of the Management Company or
its agents (including without limitation managing agents fees) for or in
connection with:


1.1                                 any surveying or accounting functions for the
Building and


1.2                                 the performance of the Services or any of them and
any other duties in or about the Building or any part of it relating to the
general management administration security maintenance protection and
cleanliness of the Building


2.                                     The reasonable and proper fees of the
Management Company having regard to open market rates from time to time for any of the Services or for the functions and
duties



 51
 






 



referred
to in paragraph 1 of this Part of this schedule which shall be undertaken by
the Management Company and not by a third party


3.                                     The cost (in addition to any fees referred to in
paragraph 2 and where the context permits paragraph 1 of this Part of this
schedule) of employing (whether by the Management Company or any managing
agents or any other individual or firm or company) such staff as the Management
Company may in its reasonable discretion consider appropriate in
accordance with the principles of good estate management for the performance of
the Services and the functions and duties referred to in paragraph 1 of this Part of this schedule and all other incidental
expenditure in relation to such employment including without prejudice to the
generality of the foregoing:


3.1                                 salaries wages pensions and pension contributions
benefits in kind and other emoluments and National Insurance and other
statutory contributions or levies


3.2                                 the provision of uniforms and working clothing


3.3                                 the provision of tools appliances cleaning and other
material fixtures fittings and other equipment for the proper performance of
their duties and a store for housing the same and


PROVIDED THAT where
under this lease the Management Company and persons employed or appointed by it
shall provide services to persons or premises other than the Building or the
tenants thereof then a fair and reasonable proportion of their costs only shall
be recoverable hereunder


4.                                     The cost of entering into any contracts for the
carrying out of all or any of the Services


5.                                     All rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall be charged
assessed or imposed on:


5.1                                 the whole of the Common Parts or any part of them


5.2                                 any residential accommodation provided for caretakers
and other staff employed in connection with the Building and any other premises
provided as referred to in paragraph 3(4) of this Part of this schedule


excluding
any tax payable by the Landlord as a direct result of any actual or implied
dealing with the reversion of any lease
or of the Landlord’s receipt of income


6.                                     The cost  of
the supply of water electricity gas oil and other fuel for the provision of the
Services (save where recovered through the Outside Normal Business Hours
or the Electricity Cost) and the cost of any
electricity generating monitoring metering and distribution plant machinery and
equipment in or on the Building


7.                                     The reasonable
and proper cost which the Landlord may be
called upon to pay as a contribution towards the expense of making repairing
maintaining rebuilding and cleansing any ways roads pavements or structures
Service Media or anything which may belong to or be used for the Building or
any part of it exclusively or in common with other neighbouring or adjoining
premises



 52
 






 



 


8.                                     The cost of taking all reasonable and proper
steps deemed desirable or expedient by the Landlord and/or the Management
Company in accordance with the principles of good estate management for
complying with or making representations against or otherwise contesting the
incidence of the provisions of any Enactment relating to or alleged to relate
to the Building or any part or it for which any tenant is not directly and
exclusively liable


9.                                     The
reasonable and proper cost to the Landlord and/or the Management Company in
accordance with the principles of good estate management of abating any
nuisance in respect of the Building or any part of it insofar as the same is
not the liability of any tenant


10.                              Any
interest and fees incurred in respect of money borrowed at commercially
competitive rates to finance the provision of the Services and the costs
referred to in this Part of this schedule or
any of them PROVIDED THAT
in the case of interest payable the Landlord shall have first applied against
such costs all payments or sums received by the Landlord by way of advance
payment from the Tenant or otherwise from other occupiers of the Building TOGETHER WITH an amount equal to that which
the Landlord is required to bear under paragraph 12 of Part I of this Schedule


11.                              Any VAT (or any tax of a similar nature which may be
substituted for or levied in addition to it) incurred by the Management Company
on any other amount comprised in the Service Cost save to the extent that the
Management Company obtains credit for such VAT incurred by the Management
Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
regulations made thereunder.


12.                              A reasonable notional rent for any management
accommodation reasonably and properly
provided within the Building to facilitate the provision of the Services


13.                              All
other costs properly incurred in connection with the provision of the Services


SCHEDULE 7


(Matters to which the demise is subject)


1.                                     The entries on the registers of Title Number
NGL272172 as at the date hereof in so far as they affect the Premises


2.                                     Agreement dated 24 November 1995 between The
Prudential Assurance Company Limited (1) 99 Bishopsgate Limited (2) The
Scottish Amicable Life Assurance Society (3)



 53
 






 



 


	
  EXECUTED as a DEED by 99
  BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 1) LIMITED acting by two directors/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 2) LIMITED acting by two director/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  MANAGEMENT LIMITED acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by HAMMERSON

  	
  )

  	
   

  
	
  U.K. PROPERTIES PLC acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					




 54
 






 



 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL (UK) LIMITED acting 

  	
  )

  	
   

  
	
  by two directors/a director and the company

  	
  )

  	
   

  
	
  secretary

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL, INC. acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 



 55














 





HS
Draft 2: 20.10.2006


................................
2007


99
BISHOPSGATE (NO. 1) LIMITED


and


99
BISHOPSGATE (NO. 2) LIMITED


and


99
BISHOPSGATE MANAGEMENT LIMITED


and


HAMMERSON
U.K. PROPERTIES PLC


and


CRA
INTERNATIONAL (UK) LIMITED


and


CRA
INTERNATIONAL, INC.


UNDERLEASE


of


25th Floor at 99 Bishopsgate London EC2


Herbert Smith LLP



 1
 






 



 


TABLE
OF CONTENTS


	
  Clause

  	
   

  	
  Headings

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  INTERPRETATION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISE AND RENTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  TENANT’S COVENANTS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  LANDLORD’S COVENANTS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  PROVISION OF SERVICES

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
  THAT:

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  LANDLORD’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  TENANT’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 THE PREMISES

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 EASEMENTS AND RIGHTS GRANTED

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 EXCEPTIONS AND RESERVATIONS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 THE FIRST RESERVED RENT AND THE REVIEW
  THEREOF

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 THE SERVICE CHARGE

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 SERVICES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 MATTERS TO WHICH THE DEMISE IS SUBJECT

  	
   

  	
  49

  



 



 2
 






 



LAND
REGISTRY PRESCRIBED CLAUSES


	
  LR1. Date of lease

  	
                             2007

  
	
   

  	
   

  
	
  LR2.
  Title number(s)

  	
  LR2.1
  Landlord’s title number(s)



  NGL272172

  
	
   

  	
   

  
	
   

  	
  LR2.2
  Other title numbers



  None

  
	
   

  	
   

  
	
  LR3.
  Parties to this lease

  	
  Landlord

  

  99 BISHOPSGATE (NO.1) LIMITED (Co. Regn. No. 4123195) and
  99 BISHOPSGATE (NO.2) LIMITED (Co. Regn. No. 4122779 whose registered offices
  are at 10 Grosvenor Street London W1K 4BJ

  
	
   

  	
   

  
	
   

  	
  Landlord’s
  Guarantor

  

  HAMMERSON U.K. PROPERTIES PLC whose registered offices are
  at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No. 298351)

  
	
   

  	
   

  
	
   

  	
  Tenant

  

  CRA INTERNATIONAL (UK) LIMITEDwhose registered office is at St Helens 1 Undershaft London
  EC3A 8EE (Co. Regn. No. 04007726)



  Guarantor



  CRA INTERNATIONAL, INC.whose registered office is at John
  Hancock Tower, T-33, 200 Clarendon Street Boston MA 02116



  Management
  Company

   

  99 BISHOPSGATE
  MANAGEMENT LIMITED whose registered office is at 10 Grosvenor Street London
  W1K 4BJ (Co. Regn. No. 3071752)

  
	
   

  	
   

  
	
  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.



  As defined as the
  Demised Premises in the Particulars to this lease.

  



 



 3
 






 



 


	
  LR5. Prescribed statements etc.

  	
  None

  
	
   

  	
   

  
	
  LR6.
  Term for which the Property is leased

  	
  The term as specified
  in clause 1 of this lease and defined as “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



  The covenant specified
  in clause 4.15 of this lease

  
	
   

  	
   

  
	
   

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



  The right specified in
  clause 4.15 of this lease

  
	
   

  	
   

  
	
  LR10.
  Restrictive covenants given in this lease

  by the Landlord in respect of land other than

  the Property

  	
  None

  
	
   

  	
   

  
	
  LR11.
  Easements

  	
  LR11.1
  Easements granted by this lease for the benefit of the Property



  The easements as
  specified in Schedule 2 to this lease



  LR11.2
  Easements granted or reserved by this lease over the Property for the benefit
  of other property



  The easements as
  specified in Schedule 3 to this lease.

  
	
   

  	
   

  
	
  LR12.
  Estate rent charge burdening the property.

  	
  None

  
	
   

  	
   

  
	
  LR13.
  Application for standard form of restriction

  	
  None

  
	
   

  	
   

  
	
  LR14.
  Declaration of trust where there is more than one person comprising the
  Tenant

  	
   

  



 



 4
 






 



 


LEASE PARTICULARS


	
  1.

  	
   

  	
  DATE

  	
   

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON
  THE DATE FIRST ABOVE WRITTEN

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  PARTIES

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  LANDLORD

  	
   

  	
  :

  	
  99 Bishopsgate (No. 1) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  99 Bishopsgate (No. 2) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  MANAGEMENT COMPANY

  	
   

  	
  :

  	
  99 Bishopsgate Management Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  LANDLORD’S GUARANTOR

  	
   

  	
  :

  	
  Hammerson U.K. Properties plc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  TENANT

  	
   

  	
  :

  	
  CRA International (UK) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  TENANT’S GUARANTOR:

  	
   

  	
  :

  	
  CRA International, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISED PREMISES

  	
   

  	
  :

  	
  ALL THOSE premises
  on the 25th floor of the Building shown edged red on
  Plan 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  BUILDING

  	
   

  	
  :

  	
  99 Bishopsgate London EC2 shown edged red on Plan 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  CONTRACTUAL TERM AND TERM COMMENCEMENT AND
  EXPIRY DATES

  	
   

  	
  :

  	
  Commencing on the date hereof and expiring on 2
  October 2016

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  INITIAL RENT

  	
   

  	
  :

  	
  Six Hundred and Sixteen Thousand Eight Hundred and
  Three Pounds (£616,803) per annum exclusive of VAT subject to review in the
  manner set out in Schedule 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  RENT COMMENCEMENT DATE

  	
   

  	
  :

  	
  1 October 2007

  



 



 5














 


 


THIS  UNDERLEASE made the         
day of                                                        
2007


BETWEEN:


(1)                                 99 BISHOPSGATE (NO. 1)
LIMITED whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4123195) and 99 BISHOPSGATE (NO. 2) LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4122779) (together the “Landlord”)


(2)                                 99 BISHOPSGATE
MANAGEMENT LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
3071752) (the “Management Company”)


(3)                                 HAMMERSON U.K.
PROPERTIES PLC whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
298351) (the “Landlord’s Guarantor”)


(4)                                 CRA INTERNATIONAL (UK)
LIMITED whose
registered office is at St Helens 1 Undershaft London EC3A 8EE (Co. Regn. No.
04007726) (the “Tenant”)


(5)                                 CRA INTERNATIONAL, INC.
whose registered office
is at John Hancock Tower, T-33, 200 Clarendon Street, Boston MA 02116
whose address for service in the United Kingdom for the purposes of this lease
is at St Helens 1 Undershaft London EC3A 8EE or such other address as advised
in writing from time to time (“Tenant’s
Guarantor”)


WITNESSES
as follows:


1.                                     DEFINITIONS


In this lease the following expressions have the
respective specified meanings (subject to any particular interpretation
required by clause 2):


“Acts of Terrorism” means
any act or omission of any person acting on behalf of or in connection with any
organisation which carries out activities directed towards overthrowing or
influencing by force or violence Her Majesty’s Government in the United Kingdom
or any other government de jure or de facto or as shall otherwise fall within
the definition of “terrorism” or “terrorist risk” normally used by insurance
companies in the insurance market


“Building” means
the land (of which the Premises form part) having a frontage to the west side
of Bishopsgate and a return frontage to the south side of Wormwood Street and
all buildings fixtures and other structures whatsoever (including Landlord’s Services
Equipment) from time to time thereon and the appurtenances thereof which land
(together with the building now erected thereon) is known as 99 Bishopsgate
London EC2 and shown verged by a red line on Plan 2


“Common  Parts” means all parts of the Building
which are from time to time intended for the common use and enjoyment of the
tenants and occupiers of the Building and persons claiming through or under
them (whether or not other parties are also entitled to use and enjoy the same)
and which are not let to any occupational tenant and are not designed for
exclusive beneficial use and occupation (or designated for exclusive use and
occupation by the Landlord) and including without prejudice to the generality
of the foregoing the pedestrian ways circulation areas lobby entrance halls
reception areas lifts including goods lifts lift shafts fire escapes landings
staircases passages forecourts car park



 1
 






 



post rooms service areas landscaped areas plant rooms
management suites and any other areas which are from time to time during the
Term reasonably provided by the Landlord for common use by or benefit of the
tenants and occupiers of the Building


“Development” has
the meaning ascribed to that expression by Planning Law


“Electricity Cost” means
the actual cost charged to the Landlord (without any mark up) of the provision
of electricity to the Premises (but not the Common Parts) after the date hereof
for consumption by the Tenant in accordance with the Landlord’s covenant
contained at clause 5.4 being a fair and proper proportion as reasonably and
properly determined by the Landlord of the total cost of the provision of
electricity to the Building as a whole (including the provision of any security
for the supply of electricity to the Building which may from time to time be
required by the relevant undertaker responsible for the supply of electricity
chosen by the Landlord) which proportion shall so far as practicable be
calculated and established using readings taken in such manner and at such
times as the Landlord shall from time to time reasonably and properly determine
of the check meters relating to the Premises from time to time installed but
otherwise shall be determined in such manner as the Landlord shall  in its reasonable discretion consider to be
fair and reasonable in all the circumstances Provided that the Landlord shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Electricity Cost and of the details of
its calculations


“Enactment” means
every Act of Parliament directive and regulation now or hereafter to be enacted
or made and all subordinate legislation whatsoever deriving validity therefrom


“Head Lease” means
the lease under which the Landlord holds the Premises dated 29th September 1975
made between The Prudential Assurance Company Limited (1) and Bishopsgate
Developments Limited (2) as varied by the Licence for Alterations and Deed of
Variation dated 24th March 2000 between (1) The Prudential Assurance Company
Limited and (2) 99 Bishopsgate Limited and the Deed of Variation dated 14th
April 2000 between (1) The Prudential Assurance Company Limited and (2) 99
Bishopsgate Limited and the Lease dated 14th April 2000 between (1) The
Prudential Assurance Company Limited and (2) 99 Bishopsgate Limited and “Superior Landlord” means the person for
the time being entitled to the reversion immediately expectant on the term
granted by the Head Lease and every other person having an interest in
reversion to that term


“Group Company”
means a company which is either the holding company of the Tenant or a wholly
owned subsidiary of the Tenant or the Tenant’s holding company (as both
expressions are defined in Section 736 Companies Act 1985)


“Insurance Cost” means
in respect of any period for which the same is required  to be calculated the aggregate of the amount
which the Landlord shall have reasonably and properly expended:


(a)                                 in
effecting and maintaining insurance against the occurrence of the Insured Risks
in relation to the Building in such sum as in the Landlord’s reasonable opinion
represents its then full current replacement cost (having taken advice from
insurance experts and making such advice available to the Tenant when
requested) with such allowance as the Landlord (having taken advice from
insurance experts as aforesaid) from time to time reasonably and properly
considers appropriate in respect of related liabilities and expenses (including
without limitation liability to pay any fees or charges on the submission of an
application for planning permission and costs which might be incurred in



 2
 






 



complying with any Enactment in carrying out any
replacement work and sums in respect of architects’ engineers’ and quantity
surveyors’ and other professional fees and incidental expenses incurred in relation
to any works of debris removal and of replacement and all irrecoverable VAT)
and


(b)                                in
effecting and maintaining any insurance relating to  property owners’ liability and  employer’s liability of the Landlord in
relation to the Building and anything done therein and


(c)                                 in
professional fees reasonably and properly incurred relating to insurance
including reasonable and proper fees for insurance valuations carried out at
reasonable intervals (but not more often than once in any 12 month period) and
all reasonable and proper fees and expenses payable to the Landlord’s advisers
in connection with effecting and maintaining insurance policies and claims AND


(d)                                equivalent
to the total of all standard and reasonable excess sums which the insurers are
not liable to pay out on any insurance claim in respect of the Building and
which the Landlord or the Management Company 
have expended in replacing the damaged or destroyed parts of the
Building


“Insurance
Rent” means in respect of any
period for which the same is required to be calculated the aggregate of:


(a)                                 a
fair and reasonable proportion attributable to the Premises as reasonably  determined by the Landlord of the Insurance
Cost for the relevant period


(b)                                the
amount which the Landlord shall reasonably and properly expend in effecting and
maintaining insurance against up to six years’ loss of the rents first  hereinafter reserved  having regard to potential increases of rent
in accordance with schedule 4 which might reasonably be expected to accrue and
with any addition to the amount insured as the Landlord may decide in respect
of irrecoverable VAT


(c)                                 (without
prejudice to all other provisions of this lease relating to the use of the
Premises and the vitiation of any policy of insurance) any amount which the
Landlord shall expend in paying all additional premiums and loadings on any
policy or policies of insurance required to be paid as a result of anything
done or omitted by the Tenant and


(d)                                any
tax charged on any premium for any such insurance


“Insured  Risks” means loss damage or destruction
whether total or partial caused by Acts of Terrorism fire lightning explosion
riot civil commotion strikes labour and political disturbances and malicious
damage aircraft and aerial devices (other than hostile aircraft and devices)
and articles dropped from them storm tempest flood bursting or overflowing of
water tanks and pipes impact earthquake and accidental damage to underground
water oil and gas pipes or electricity wires and cables subsidence ground slip
and heave and such other risks or perils against the occurrence of which the
Landlord or any Superior Landlord are obliged to insure or which the Landlord
may from time to time reasonably  deem it
desirable to insure subject to such exclusions and limitations as are from time
to time imposed by the insurers in the market generally and subject also to the
exclusion of such of the risks specifically hereinbefore mentioned as the
Landlord may reasonably decide (after



 3
 






 



 


consultation with the Tenant) where insurance cover in
respect of the risk in question is not for the time being available in the
London insurance market on reasonable terms


“Interest  Rate” means a yearly rate of three per cent
(3%) above either the base rate of Barclays Bank plc or such other bank (being
for the time being generally recognised as a clearing bank in the London
market) as the Landlord may from time to time nominate or if the base rate
cannot be ascertained then above such other rate as the Landlord may reasonably
specify (and so that whenever there is reference in this lease to the payment
of interest at the Interest Rate such interest shall be calculated on a daily
basis)


“Landlord’s Services Equipment” means
all the plant machinery and equipment (with associated Service Media) within or
serving the Building from time to time (whether or not within the Premises or
other premises let or intended to be let by the Landlord) comprising or used in
connection with the following systems (to the extent specified in the following
paragraphs of this definition):


(i)                                     the
whole of the sprinkler system within the Building (including sprinkler heads)


(ii)                                  the
whole of the fire detection and fire alarm systems


(iii)                               the
whole of the permanent fire fighting systems (but excluding portable fire
extinguishers or other fire equipment installed by the Tenant or other tenants
of the Building)


(iv)                              the
whole of the chilled water system


(v)                                 the
whole of the building management system (including the building security
system) installed by the Landlord


(vi)                              the
central electrical supply system from the mains supply into the Building so far
as (and including) the electrical riser busbars connecting to the distribution
boards at each level in the Building which is let or intended to be let by the
Landlord


(vii)                           the whole
of the air handling system and the electricity supply and control systems for
the same


(viii)                        the
standby generators and associated cabling wiring and duct work


but excluding in each case any “stand alone” or
additional systems installed by the Tenant or any other tenant or occupier of
the Building


“Lettable  Unit” means any unit of accommodation
forming part of the Building which is designed for separate occupation or any
part of the Building designated for separate occupation by the Landlord


“Level 24 Lease”
has the same meaning ascribed to it as in the agreement for lease dated
[                        ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (4);


“Level 26 Lease”
has the same meaning ascribed to it as is the agreement for lease dated
[                     ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (5);



 4
 






 



 


“Minor Works” means:


(a)                                  the
repositioning of light fittings within the suspended ceilings


(b)                                 the
provision of power outlet boxes (including all necessary wiring and tile
cutting)


(c)                                  the
repositioning of power outlet boxes and cut tiles within the raised floor
system


(d)                                 fixing
of picture frames or decorative panels to the core walls


“Net Internal Area” has
the meaning ascribed to that expression by the Code of Measuring Practice -
Fifth Edition (RICS/ISVA) (or if there shall be no such edition or no such
expression for the time being the nearest equivalent thereto) 


“Normal  Business  Hours”
means 7.30 a.m. to 7.30 p.m. on Mondays to Fridays inclusive (except
bank and other public holidays) subject to adjustment at the discretion of the
Landlord from time to time PROVIDED THAT at no time shall the Normal Business
Hours be less than 8.30 a.m. to 6.30 p.m.


“Order” means the
Regulatory Reform (Business Tenancies) (England and Wales) Order 2003;


“Outside Normal Business Hours Charge”
means the whole of the proper cost to the Management Company of carrying out or
providing any of the Services at the request of the Tenant outside Normal
Business Hours (including without prejudice to the generality of the foregoing
costs and expenses in the nature of those set out in Part II of Schedule 6) or
in the event of any of the Services being carried out or provided outside
Normal Business Hours to the Tenant and any other tenant or tenants of the
Building a fair proportion thereof as reasonably and properly determined by the
Management Company or a qualified surveyor (acting as an expert) appointed or
employed by the Management Company Provided that the Management Company shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Outside Normal Business Hours Charge
and of details of its calculations by the Management Company or such surveyor


“Permitted  Part” means any part or parts of the
Premises reasonably capable of separate occupation


“Permitted  Use” means use as offices for any purpose
within Class B1(a) (but not for any other purpose within that Use Class) of the
schedule to the Town and Country Planning (Use Classes) Order 1987


“Planning  Law” means every Enactment for the time
being in force relating to the use or development of land and buildings and
every planning permission statutory consent and agreement made under any
Enactment relating to the Building


“Plans” means the
plan annexed hereto


“Premises” means
the premises described in schedule 1 and all permitted additions alterations
and improvements made to them



 5














 


 












 



 


















 


“Public  Authority” means any Secretary of State and
any government department public local regulatory fire or any other authority
or institution having functions which extend to the Premises or their use and
occupation and any court of law and the companies or authorities responsible
for the supply of water gas and electricity or any of them and any of their
duly authorised officers


“Reinstatement Specification”
means the specification annexed hereto or in the event that materials listed in
the specification are not available from time to time or appropriate for use
then reference to such materials will be substituted by reference to materials
of not materially less quality which perform a similar function


“Review Date” means
24 June 2011


“Service Area” means
the areas at basement and sub-basement level of the Building comprising a
loading area, an area for refuse compactors, areas for the delivery and pick up
of goods and packages, the corridors giving access to the goods lift the post
room and access thereto from the public highway


“Services” means
the services and other matters specified in clause 6 and Part I of schedule 6


“Service  Media” means those parts of the Building
comprising gas water drainage electricity telephone telex signal and
telecommunications heating cooling ventilation air conditioning fire alarm and
other pipes drains sewers mains cables wires supply lines ducts conduits flues
and all other common conducting media plant appliances and apparatus for the
provision supply control and monitoring of services to or from the Building and
other common equipment in each case used or provided for the benefit of tenants
of the Building in common


“Term” means a term
of years commencing on the date of this lease and expiring on 2 October 2016
and includes any period of holding over or extension whether by any Enactment
or common law


“Uninsured Risks”
means an Act of Terrorism which is not an Insured Risk at the date of the
destruction or damage


“VAT” means Value
Added Tax as referred to in the Value Added Tax Act 1994 (or any tax of a
similar nature which may be substituted for or levied in addition to it)


“working day” means
any day on which clearing banks in the City of London are (or would be but for
a strike lock-out or other stoppage affecting particular banks or banks
generally) open for business (except Saturdays and Sundays)


2.                                     INTERPRETATION


2.1                                Words importing the
singular include the plural and vice versa and words importing one gender
include both other genders


2.2                                The
expressions “Landlord” “Landlord’s Guarantor” “Tenant” “Management Company” and
“Tenant’s Guarantor” wherever the context so admits include their respective
successors in title and assigns and where a party comprises more than one
person covenants and obligations of that party take effect as joint and several
covenants and obligations



 6
 






 



 


2.3                                A covenant by the
Landlord Tenant or Management Company not to do (or omit) any act or thing also
operates as a covenant not to permit or suffer it to be done (or omitted) and
to prevent (or as the case may be to require) it being done by the Tenant any
undertenant or any person at the Building with the authority (express or
implied) of the Tenant


2.4                                References in this
lease to:


2.4.1                                 any clause sub-clause
schedule or paragraph is a reference to the relevant clause sub-clause
schedule or paragraph of this lease and clause and schedule headings shall not
affect the construction of this lease


2.4.2                                 any right of (or
covenant to permit) the Landlord to enter the Premises shall also be construed
(always in accordance with the proviso to clause 4.9) as entitling the Landlord
to remain on the Premises with or without equipment but only for as short a
period as is reasonably necessary in all the circumstances and permitting such
right to be exercised by all persons authorised by the Landlord


2.4.3                                 any consent licence or
approval of the Landlord or words to similar effect mean a consent licence or
other approval in writing signed by or on behalf of the Landlord and given
before the act requiring consent licence or approval


2.4.4                                 the Premises (except
in clause 4.15) shall be construed as extending where the context permits to
any part of the Premises


2.4.5                                 a specific Enactment
includes every statutory modification consolidation and re-enactment and
statutory extension of it for the time being in force save in relation to
specific references to the Town and Country Planning (Use Classes) Order 1987
herein


2.4.6                                 the last year of the
Term includes the final year of the Term if it shall determine otherwise than
by effluxion of time and references to the expiry of the Term include such
other determination


2.4.7


(A)                             Where the context permits
rents or other sums being due from the Tenant to the Landlord or the Management
Company mean that they are exclusive of any VAT properly chargeable thereon and
the Landlord shall not be obliged to supply any VAT invoice until payment of
VAT is received by it


(B)                               Whenever the consent
licence or approval of the Landlord is required under this lease the relevant
provision shall be construed as also requiring (and any consent licence or
approval given by the Landlord shall be deemed subject to the need for) the
consent licence or approval of the Superior Landlord (for which the Landlord
shall apply expeditiously at the Tenant’s cost) but only where the same is
required under the Head Lease except that nothing in this lease or in any
consent licence or approval by the Landlord shall imply that the Superior
Landlord’s consent licence or approval will not be unreasonably withheld or
delayed


(C)                               References to any right
of (or covenant to permit) the Landlord to enter the Premises shall extend to
the Superior Landlord (but only where the



 7














 


99 BISHOPSGATE REINSTATEMENT SPECIFICATION


25TH FLOOR


1.0                               SUSPENDED CEILINGS


High quality polyester powder coated perforated metal ceiling planks
with 150mm wide trim strip at 3000mm centres, with a 40mm intermediate trim at
1500mm.


All planks lift out.  The light
fittings and diffusers are accommodated within matching plain tiles.


Tile perforation:  Micro-perforation with 10mm plain borders.


Finish:  RAL
9010 white, 20% gloss at 60 degrees.


Acoustic packing: 
An insulation material with a density of not less than
80 kg/m2 faced with a black glass fibre sheet fully
encapsulated, foil backed in a sealed and non - combustible envelope, with a
1mm zinc sheet backing.


2.0                               RAISED MODULAR FLOOR


A fully accessible,
medium grade, raised modular floor system with an average overall depth of
125mm.  The under floor space is cleaned,
clear of all tenant’s wiring and sealed.


Panel type:  Fully encapsulated, with a
particulate core with consistent exterior appearance.  Panel is supported by fully adjustable
pedestals adhered and fixed to the sub-floor.


Size:  600mm x 600mm.


Loading:
 The floor system
complies with the following working strengths :-


Concentrated load:  Not less than 4.5 kN over
300mm2 and not less than 3.0 kN over 25mm.


Uniformly distributed load:  Not less than 8.0 kN/m2.


General:  The floor system complies
with all aspects of the PSA Performance Specification for Raised Floors (MOB
PF2 / PS)


3.0                               BLINDS


High quality metal venetian blinds having 25mm
un-perforated slats, colour white RAL 9010, and weighted cord controls.


The blinds are purpose made to fit the height and
width of the window and are capable of being full retracted.  The blind head mechanism is securely fixed,
but easily removable for maintenance purposes.


4.0                               CARPETS


Carpet tiles from an 80/20 standard range of carpet
laid fully adhered to the raised floor system.



 1
 






 



 


5.0                               DECORATIONS


5.1                                 Office


·                         Walls:  Emulsion paint, white matt emulsion.


·                         Columns:  Emulsion paint, white matt emulsion.


·                         Skirtings:  Grey painted softwood.


·                         Office:  Core doors, clear lacquer finish.


6.0                               DOORS AND JOINERY


6.1                                 Veneer
finish with hardwood lippings – light oak.


7.0                               SERVICES


7.1                                 The
systems include; ventilation, heating and cooling by means of high level fan
coil units and controls, lighting and emergency lighting, small power and fire
alarm.


7.2                                 Design Criteria


	
  External Conditions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Summer Design

  	
   

  	
  29oC db, 20oC
  wb

  
	
  Winter Design

  	
   

  	
  -4oC db, 100% relative humidity

  



 


	
  Internal conditions

  	
   

  	
   

  
	
  Summer

  	
   

  	
  22oC + 1oC

  
	
  Winter

  	
   

  	
  20oC minimum

  
	
  Humidity Control

  	
   

  	
  50% + 10%

  



 


	
  Building cooling loads 

  	
   

  	
   

  
	
  Lighting

  	
   

  	
  18 W/m2 to
  occupied space

  
	
  Small Power 

  	
   

  	
  35 W/m2

  



 


	
  Occupancy

  	
   

  	
   

  
	
  1 person/ 10m2 NLA

  	
   

  	
   

  



 


	
  Ventilation/Outdoor air supply

  
	
  1.2 litre/second/m2 NLA

  	
   

  	
  (12 litres/second/person)

  



 


	
  Internal noise levels for building services

  
	
  Open Floors 

  	
   

  	
  NR38

  



 


	
  Electrical Distribution

  
	
  Lighting

  	
   

  	
  18 W/m2

  
	
  Small Power

  	
   

  	
  35 W/m2

  



 


	
  Lighting

  
	
  Lighting to office areas
  is provided by low brightness recessed luminaires with CIBSE LG3 guidelines
  to create a “good visual environment”.

  
	
   

  
	
  Lighting levels are 500
  lux at desk top level.

  



 



 2
 






 



 


Emergency Lighting


Self contained emergency
luminaires are installed in areas of escape in tenants’ accommodation.


Fire Alarm


The
fire alarm and detection system is of the analogue addressable type to category
L2 providing coverage to the building for protection of life.


The
system, incorporating a voice alarm, enables the speakers to be used for other
security and public address announcements.


The
systems provide phased evacuation and interfaces with mechanical plant,
security and lighting management systems.


7.3                                 Systems
Description


Ventilation Systems


The office floors are
serviced by a four-pipe fan coil unit air conditioning system located within
the suspended ceiling void. The units are as manufactured by Colman Moducel
model 235 or equal. The forged brass 4 port control valves are manufactured by
Satchwell type FEU. Conditioned air from the fan coil units is distributed via
sheet metal ductwork to plenum boxes as manufactured by Colman Moducel series
CB or equal.


Each fan coil unit will
be served by a dedicated return air diffuser mounted temperature sensor.


Supply & Extract
Diffusers


The plenum box
terminates with a linear diffuser to provide uniform air distribution. The
diffusers are manufactured by Colman Moducel CB series or equal, one and
two-way directional blow.


Air is extracted from
the space via extract diffusers as manufactured by Colman Moducel CB series or
equal, two-way directional blow. These diffusers do not require a fitted plenum
box.


Volume Control Dampers


Motorised isolation
dampers are installed in the supply and extract ductwork main branches to
achieve quadrant control, via the BMS to the floor. These isolation dampers are
manufactured by Siebe  Ltd modelMF/6233
or equal and approved.


Volume control dampers
are installed to all the sub branches to regulate their air volume. The dampers
are manufactured by Advanced Air or equal, are stainless steel, aerofoil
multi-blade dampers.


Fire Dampers


Where fire dampers are
installed they are of the fusible link type manufactured by Volume Control
Devices or equal and approved. The dampers comprise of interlocking stainless
steel aerofoil blades, stainless steel bearings and peripheral gasket, totally
enclosed drive mechanism and double skin galvanised 18 gauge spigot casing.



 3
 






 



 


Sprinklers


A sprinkler system is
installed throughout to comply with the requirements of BS 5306 Part 2 1990 and
the recommendations of the Loss Prevention Council. The sprinkler heads as
installed are flush mounted as manufactured by Reliable Ltd or equal.


Valves


Commissioning Valves and
Isolating Valves are installed to the return and flow respectively, of the landlord’s
and tenants’ secondary CHW installation to the floor. The valves are as
manufactured by Tour and Anderson Ltd or equal and approved.


Commissioning valves are
typically as follows:


Up to 50mm diameter TA
Fig MD41. A metal bronze commissioning set comprising of MD20 double regulating
valve and MDFO on a fixed plate.


Isolation valves are
typically as follows:


Up to 50mm diameter TA
Fig 64. A metal gate valve 65mm and above. TA Fig 35 lever operated butterfly
valve.


Perimeter Heating


Perimeter heating is
provided to offset heat losses to the glazing. The finned heating element is
manufactured by HCP Ltd or equal and approved, installed in an Architectural
perimeter rail provided by Permasteelisa, the cladding manufacturers.


Light Fittings


Type
S -  ETAP 2x28W T5 300x1200mm module
recessed fluorescent luminaire with high frequency control gear and Meso-optic
diffuser.


Type
SE - As A type except with 3hr integral battery for emergency use.


Type  T – Torus 35FX range recessed 25W ceramic
metal halide narrow beam projector with remote high frequency ballast.


Type
W – Optix size 4 range recessed 2x18W (4000k) compact fluorescent wash-light
with asymmetric kick deflector. Supplied with high frequency control ballast.


Type
U – Bola SBI range recessed 35W ceramic metal halide wall-washer with set 30°
tilt and inbuilt 2 part reflector. Supplied with remote electronic ballast and
35W HIT G12 – 4000k lamps and white bezel.


Lighting Management
System


Lighting Management
System which provides independent control and monitoring of every luminaire by
Delmatic  type ZMC, comprising ZMC floor
controllers and ZMC 8 way output control module or equal.


Small Power


Modular wiring system
comprising master distribution boxes, wiring and tee-off components for
connection to the high level fan coil units and lighting control modules.


Master distribution box –
12 No. 20A output ports


Accessories


Wandsworth series 2
range with satin stainless steel finish or equal.



 4
 






 



 


Fire Alarm and Detection
System


An intelligent analogue
programmable addressable system by ADT type IRC-3 incorporation voice and
public address comprising: -


Smoke
detectors – Signature Series 4D


Break
glass call point – SIGA – KR1/SR/6S


Speakers –
QFIT/SPECIAL/TF


Or equal.


Lighting


Lighting to office space by low brightness recessed
fluorescent luminaries provided with CIBSE LG3 guidelines to create a ‘good
visual environment’.


Lighting
control to the office space complies with the new Part L of the Building
Regulations, namely the Requirement L2(g) for providing lighting systems which
are energy efficient.


“S”
and “SE” type luminaires as specified below to all locations as indicated on
the basebuild drawings.  Specification
as:


S
-  2x28W T5 recessed fluorescent
luminaire with high frequency control gear. 
As ETAP fitting previously described or equal and approved.


SE
– As S type except with 3hr integral battery for emergency use.


Lighting
to the office space is supplemented by feature lighting to the perimeter and
interior core by the means of downlights and wall-washers described previously
and shown on the base build drawings.


30
No. lighting control devices per floor. These devices are the combined
photocell/ presence detector/ infra red receiver type compatible with the
Delmatic lighting control system.


Emergency Lighting


Emergency lighting in all the office areas using
general service luminaries with integral battery and chargers and
self-contained emergency luminaires. Automated testing is through the lighting
control system.


Power Systems


Final wiring from lighting control boxes to luminaries.  This cabling is of pre-wired lengths with
plug type connectors to suit the Delmatic system.


Wiring from fused connection units to fan coil units
as flexible connections, LSF type cabling.


Earthing & Bonding


The main earthing system is extended to the ceiling
grid and earthing of new electrical installation.


The refurbished Earthing and bonding system complies
with the relevant British Standard and the requirements of BS 7671.


Fire Detection and Alarm


Fire alarm devices include smoke detectors, voice
alarm speakers and manual call points to integrate with the existing ADT Type
IRC-3 system.


Electrical Accessories


Face plates for all electrical accessories including
socket outlets, fused connection units and lighting switch plates.  These are Wandsworth series 2 range with
satin stainless steel finish or equal.



 5
 






 



 


Floor Boxes


3 compartment box with interchangeable plates, minimum
layout 1 box to 10 sq m.


Security System


A distributed
intelligence structured wide area access control system by ADT type Janus
comprising:-


Magnalocks – DRYAD
DS7001


Proximity Readers –
IDE/004/REA


Passcards –
IDE/001/PC


Passive Infraced
Detectors 3600 –
P55048


CCTV Camera –
CD/6252


Door Controller - IDC


8.0                               SUNDRIES


8.1                                 The
installation of statutory fire escape signs to BS 5499 and fire action notices,
complete with frames, clips and hanging wires.



 6














 


Head Lease so
provides) and to all persons authorised by it and shall be construed in the
manner required by clause 2.4.2 but in relation to the Superior Landlord and
those with its authority and the Landlord shall use its reasonable endeavours
to ensure that any such rights of entry under the Head Lease are exercised in
accordance with the proviso to clause 4.9


(D)                              The
rights excepted and reserved in schedule 3 are also excepted and reserved for
the benefit of the Superior Landlord


3.                                     DEMISE
AND RENTS


The Landlord DEMISES
unto the Tenant ALL  THAT the Premises TOGETHER  WITH
the easements and rights specified in schedule 2 exercisable in common with the
Landlord and all others with its authority or otherwise from time to time
entitled thereto EXCEPT and RESERVED unto the Landlord and all other
persons authorised by it from time to time during the Term (including the
Management Company in relation to the provision of the Services) the easements
and rights specified in schedule 3


TO  HOLD the Premises unto the Tenant (together
with and except and reserved as aforesaid) for the Term SUBJECT to all rights easements covenants
stipulations and other matters affecting the same and SUBJECT to the provisions of the deeds and
documents mentioned in schedule 7


YIELDING
AND PAYING therefor:


FIRST yearly and
proportionately for any part of a year:


(A)                             from
and including the date hereof to and including the day before the Rent
Commencement Date a peppercorn (if demanded), and


(B)                               from
and including the Rent Commencement Date to and including the day on which the
Review Rent is agreed or determined in accordance with schedule 4 (and subject
always to the provisions of schedule 4) the Initial Rent


payable by equal quarterly payments to be made in
advance on the usual quarter days in every year the first such payment (or a
due proportion thereof) to be made on the date hereof


SECONDLY as
additional rent from time to time the Insurance Rent payable within 14 days of
demand


THIRDLY as
additional rent on demand (in addition and without prejudice to the Landlord’s
right of re-entry and any other right) interest at the Interest Rate on
any sum owed by the Tenant to the Landlord (or the Management Company as
appropriate) whether as rent or otherwise which is not:


(a)                                 received
by the Landlord (or the Management Company as appropriate) on the due date (or
in the case of money due only on demand within fourteen days after the date of
demand) calculated for the period commencing on the due date for payment and
ending on the date the sum and the interest is received  by the Landlord



 8
 






 



 


(b)                                demanded
(or if tendered is for the time being refused) by the Landlord acting
reasonably and properly (in the light of not wishing to waive its right to
forfeit) in circumstances where the Tenant has materially breached its
obligations under clauses 4.6, 4.12, 4.13 or 4.15 of this lease (but not
otherwise) calculated for the period commencing on the due date for payment and
ending on the date the sum (and the interest) is subsequently received by the
Landlord


PROVIDED THAT the
Landlord shall not be able to charge interest twice on the same sum if the
express provision therefor is made elsewhere in this lease


FOURTHLY as
additional rent all VAT for which the Landlord is or may become liable to
account to H.M. Revenue & Customs (or other relevant body to whom account
has for the time being to be made) for which the Landlord is unable to obtain
credit or repayment as input tax on the supply by the Landlord to the Tenant
under or in connection with the provisions of this lease or the interest
created by it and of any other supplies whether of goods or services by the
Landlord such rent fourthly reserved to be due for payment contemporaneously
with the other rents or sums to which it relates


AND FIFTHLY a rent
equal to the Electricity Cost such rent to be payable within 14 days of demand
(either monthly or quarterly) as the Landlord shall properly determine


4.                                     TENANT’S
COVENANTS


The Tenant covenants with the Landlord (and in respect
of sub-clause 4.30 also with the Management Company) throughout the Term:


4.1                                Rent


To pay the rents reserved by this lease on the days
and in the manner set out in clause 3 without deduction or set off


4.2                                VAT


Wherever the Tenant is required to pay any amount to
the Landlord  hereunder by way of
reimbursement or indemnity to pay to the Landlord  (as applicable) in addition  an amount equivalent to any VAT incurred by
the Landlord save to the extent that the Landlord  obtains credit for or repayment of such VAT
incurred by the Landlord  pursuant to
sections 24 25 and 26 Value Added Tax Act 1994 or any regulations made
thereunder or otherwise


4.3                                Outgoings


To pay all rates taxes charges and other outgoings
whatsoever now or hereafter assessed charged or imposed upon the Premises or
upon their owner or occupier by a competent authority (and a fair proper
proportion reasonably determined by the Landlord attributable to the Premises
of any rates taxes charges and other outgoings now or hereafter assessed
charged or imposed upon the Premises in common with other premises or upon the
owners or occupiers thereof) and (to the extent the Tenant does not pay it
directly to the relevant supplier) the total cost (including meter rents) of
all water (including chilled water) electricity and gas separately metered
and/or exclusively supplied to the Premises during the Term  in all cases to the extent that they do not
form part of and/or are not recoverable under the Service Charge or as an
Electricity Cost excluding (without prejudice to the rent fourthly reserved and
clause 4.2) any tax payable by the Landlord as a result of any actual



 9
 






 



or implied dealing with the reversion of this lease or
of the Landlord’s receipt of any sums payable by the Tenant hereunder


4.4                                Compliance with Enactments


To comply with the requirements of all Enactments and
of every Public Authority (including the due and proper execution of any works)
in respect of the Premises their use occupation employment of personnel in them
and any work being carried out to them (whether the requirements are imposed
upon the owner lessee or occupier) and not to do or omit anything on the
Premises by which the Landlord may become liable to make any payment or do
anything under any Enactment or requirement of a Public Authority


4.5                                Notices


As soon as possible to give to the Landlord notice of
(and a  copy of) any notice permission
direction requisition order or proposal made by any Public Authority and
without delay to comply in all respects at the Tenant’s cost with the
provisions thereof save that the Tenant shall if so required by and at the cost
of the Landlord make or join in making such objections or representations in
respect of any of them as the Landlord may reasonably require


4.6                                Repair


To keep the Premises in good and substantial repair
and condition (damage by any of the Insured Risks or an Act of Terrorism (if
not an Insured Risk) excepted to the extent that the insurance money shall not
have been rendered irrecoverable or insufficient because of some act or default
of the Tenant or of any person deriving title under or through it or their
respective servants or agents or invitees) and to replace whenever necessary
during the Term and on expiry of the Term the Landlord’s fixtures and fittings
(including any fitted carpets) in the Premises (but for the avoidance of doubt
excluding the Landlord’s Services Equipment) which may have become beyond
repair with items of a similar type and quality to be approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


4.7                                Decoration and general condition and servicing


4.7.1                                 To
keep the Premises maintained to a high standard of  decorative order and finish and properly
cleansed and tidy and (without prejudice to the foregoing) as often as the same
shall be necessary (and not less frequently than once in every fifth year of
the Term) and also in the last year of the Term to clean paint polish or
otherwise treat as the case may be all inside surfaces of wood and metal work
of the Premises usually or requiring to be painted polished or otherwise
treated with two coats at least of high quality paint or polish vinyl wall
coverings (where applicable) or other appropriate materials in a good and
workmanlike manner (and during the last year of the Term in a colour scheme and
with materials first approved by the Landlord such approval not to be
unreasonably withheld or delayed) PROVIDED  ALWAYS  THAT the Tenant
shall not be obliged to carry out any such decorative treatment if the need for
it is caused by damage by any of the Insured Risks to the extent that the
insurance money shall not have been rendered irrecoverable or insufficient
because of some act or default of the Tenant or of any person deriving title
under or through it or their respective servants agents or invitees



 10
 






 



4.7.2                                 To
clean the inside of all external window glazing in the Premises as often as is
reasonably necessary


4.7.3                                 To
enter into and maintain contracts for the regular inspection maintenance and
servicing of all fixed plant and equipment comprised in the Premises which
will  impact on the Landlord’s Services
Equipment  by reputable contractors
approved by the Landlord (such approval not to be unreasonably withheld) and to
obtain satisfactory test certificates as may be reasonably required by the
insurers and whenever reasonably required by the insurers in writing (but not
more than once in any calendar year) to produce copies of such contracts and
certificates


4.8                                Refuse


Not to deposit any refuse on any of the Common Parts
except in areas designated for such purpose from time to time by the Landlord
(provided that the Landlord designates sufficient refuse areas within the
Common Parts having appropriate regard to the interests of good estate
management) and to comply with all proper requirements of any Public Authority
and any reasonable regulations made by the Landlord pursuant to clause 4.27 in
relation to control over and disposal of rubbish


4.9                                To permit entry


To permit the Landlord (and persons authorised by the
Landlord) at reasonable times on reasonable prior written notice (except in an
emergency) to enter the Premises in order to:


4.9.1                                 examine
their state of repair


4.9.2                                 ascertain
that the covenants and conditions of this lease have been observed


4.9.3                                 take
any measurement or valuation of the Premises


4.9.4                                 rebuild
renew cleanse alter test maintain repair inspect and make connections to any
part of the Building including the Service Media where such works cannot
otherwise be carried out without such entry


4.9.5                                 during
the last six months of the Term (or at any time in the case of a disposal of
the Landlord’s interest) to show the Premises to prospective purchasers or
tenants and their agents


4.9.6                                 exercise
the rights described in schedule 3


PROVIDED  ALWAYS  THAT
the Landlord shall not exercise any right to enter to carry out work on the
Premises for the purposes described in clause 4 so as to interfere to a
substantial extent or for a substantial time with the use of the Premises for
the purpose of the business carried on by the Tenant the Landlord taking all
reasonable steps to minimise inconvenience and as expeditiously as reasonably
possible making good all and any damage caused by reason of such entry to the
Premises to the reasonable satisfaction of the Tenant and wherever practicable
in relation to any works in accordance with a programme of works approved by
the Tenant (such approval not to be unreasonably withheld or delayed having due
regard to the Landlord’s interest in the Building) and in compliance at all
times with the Tenant’s reasonable regulations as to security and indemnifying
the Tenant against all losses, costs, expenses or damage reasonably incurred
arising as a result thereof



 11
 






 



4.10                           Compliance with notices relating to repair or condition


4.10.1                           To
comply with any written notice requiring the Tenant to remedy any breach of its
covenants relating to repair and condition


4.10.2                           If
the Tenant shall not within a reasonable time commence and thereafter complete
compliance  with any such notice to
permit the Landlord and any authorised person to enter the Premises to remedy
the breach as the Tenant’s agent and at the Tenant’s cost


4.10.3                           To
pay to the Landlord on demand the actual costs and expenses reasonably and
properly incurred by the Landlord under the provisions of this sub-clause


4.11                          Encroachments


4.11.1                           Not
knowingly to obstruct any rights of light and other easements belonging to the
Premises and not to give any acknowledgment that they are enjoyed by consent


4.11.2                           Not
knowingly to do or omit anything which might subject the Premises to the
creation of any new easement which would adversely affect the Landlord’s
interest in the Premises and to give notice to the Landlord of any encroachment
which might have that effect as soon as reasonably practicable following the
same coming to the attention of the Tenant or when the Tenant ought reasonably
to have become aware of the same


4.12                          Alterations and reinstatement


4.12.1                           Not
to carry out any Development of or on the Premises nor (without prejudice to
the exclusion of structural parts from the demise of the Premises) any works
affecting any structural parts of the Building nor any work affecting the
external appearance of the Premises or the Building and not knowingly to commit
any waste PROVIDED THAT the Tenant shall with the
Landlord’s prior approval (such approval not to be unreasonably withheld or
delayed) be permitted to:


(A)                             affix
items to the structure in a manner which does not affect the structural
integrity of the Building


(B)                               install
kitchenette facilities (not requiring external extraction ducting)


(C)                               install
a disabled toilet


(D)                              install
air conditioning to service a computer room


(E)                                install
showers


(F)                                install
fan coil units


(G)                               for
so long as the Tenant occupies other parts of the Building contiguous to the
Premises pursuant to other leases works to link the Premises with the floors of
such contiguous parts of the Building with internal staircases and other media


4.12.2                           Subject
to Schedule 2 and without prejudice to any other rights of the Landlord in
respect of areas not included in the Premises not to install or erect any
exterior



 12
 






 



lighting shade
or awning or place any structure or other thing outside the Premises without
Landlord’s consent


4.12.3                           Without
prejudice to paragraphs 4.12.1 and 4.12.2 of this sub-clause and subject
to the provisos to this paragraph 4.12.3 not to make any other alteration or
addition to the Premises (including all electrical and other plant and
equipment and the installation and removal of demountable partitioning) except:


(A)                             in
accordance with plans and specifications (adequately describing the work in
question and the manner in which the work will be carried out) previously
submitted at the Tenant’s expense in triplicate to and approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


(B)                               in
a manner which shall not materially adversely affect the Landlord’s Services
Equipment any Service Media or the provision of any of the Services


(C)                               in
accordance with any relevant terms conditions and regulations of any Public
Authority (and in particular in relation to any electrical installation in
accordance with the terms and conditions laid down by the Institution of
Electrical Engineers and the Regulations of the Electricity Supply Authority)
and the requirements of the insurance company with whom the Premises are for
the time being insured and


(D)                              in
a good and workmanlike manner


PROVIDED
ALWAYS THAT:


(I)                                   if
required no such alterations or additions shall be carried out until the
Landlord has issued its consent (not to be unreasonably withheld or delayed) in
writing to which the Tenant shall if required join as a party in a form
reasonably acceptable to the Landlord


(II)                               any
approved alteration or addition directly affecting the Service Media or the
provision of any of the Services shall if the Landlord reasonably requires be
carried out by the Landlord as agent for the Tenant (the Landlord having first
provided the Tenant with at least two written estimates in respect of such
works and giving the Tenant an opportunity to select which estimate the
Landlord should proceed with) and all reasonable and proper costs expended by
the Landlord in so doing shall be repayable by the Tenant on written demand


(III)                           once
any such alterations or additions have been carried out the Tenant shall supply
to the Landlord within 90 days of practical completion of such alterations or
additions five copies of as-built plans (or if appropriate a computer
aided design disk) if different from plans already provided pursuant to 4.12(A)
showing the works as carried out and such other appropriate information
reasonably required by the Landlord to enable the Landlord and the Tenant to
complete a Licence for Alterations and to manage the Building effectively in
the interests of good estate management and if the Tenant does not so provide
as-built plans, computer disks and other appropriate information within
the 90-day



 13
 






 



period aforesaid the Landlord may instruct its own
consultants to prepare such information (the Tenant hereby agreeing to allow
the Landlord and its consultants access to the Premises for such purposes) and
the Tenant will within 7 days of demand reimburse to the Landlord its
reasonable and proper costs in connection therewith


(IV)                           notwithstanding
the provisos (I) to (III) above, the Tenant may erect and remove demountable
partitioning and other works of a minor (non-structural) nature
(including the Minor Works) not having a material adverse effect on the Service
Media, the Landlord’s Services Equipment or provision of the Services without
the Landlord’s consent subject to the Tenant giving written notice to the
Landlord (together with plans in triplicate detailing such works) following
such works


4.12.4                           At
the expiry of the Term if and to the extent required by the Landlord to remove
all alterations and additions made to the Premises by the Tenant and make good
the Premises in accordance with the Reinstatement Specification in a proper and
workmanlike manner PROVIDED THAT this
paragraph 4.12.4 shall not apply in a case where the Landlord serves a Counter-Notice
pursuant to sub-clause 4.15.2.


4.13                          Use


Not to use the Premises:


4.13.1                           for
any purpose (and not to do anything in or to the Premises) which may be or
become or cause a nuisance  obstruction
or damage to any person or property


4.13.2                           for
a sale by auction or for any public meeting or for any dangerous noxious noisy
illegal offensive or immoral trade business or activity or for residential
purposes and not to use the Common Parts for the transaction of any business or


4.13.3                           
(without prejudice to the preceding paragraphs of this sub-clause) except
for the Permitted Use


4.14                          Signs


4.14.1                           Subject
to any provision herein to the contrary not to erect any aerial satellite dish
sign signboard pole antenna wire or other apparatus on the outside of the
Building


4.14.2                           Not
to affix or exhibit so as to be visible from outside the Premises any placard
sign notice fascia board or advertisement except the approved signs referred to
in paragraph 3 of schedule 2


4.15                          Alienation


4.15.1                           If
the Tenant at any time proposes to assign or underlet the whole of the Premises
the Tenant shall first by an irrevocable unconditional written notice (“the
Tenant’s Notice”) served upon the Landlord offer to surrender or assign this
lease to the Landlord upon such financial terms and conditions as the Tenant may
desire



 14
 






 



 


4.15.2                           During
the period of fifteen working days following service of the Tenant’s Notice the
Landlord may serve on the Tenant a notice in relation to the surrender created
by this clause 4.15 in a form complying with the requirements of Schedule 3 to
the Order (a “Warning Notice”).


4.15.3                           If
the Landlord shall serve a Warning Notice the Tenant shall make a duly executed
declaration or statutory declaration in a form complying with the requirements
of Schedule 4 of the Order (a “Declaration”)
as soon as reasonably practicable and the offer contained in the Tenant’s
Notice shall remain irrevocable and open for acceptance by the Landlord until
the service on the Tenant of the Counter-Notice pursuant to clause 4.15.4.


4.15.4                           Within
fifteen working days of receipt of the Tenant’s Notice or, if later, the date
of receipt of the Declaration from the Tenant (in respect of which time shall
be of the essence) the Landlord may issue a counter-notice (“the Counter-Notice”) upon the Tenant stating the Landlord
wishes to accept such surrender or assignment on the terms specified in the
Tenant’s Notice


4.15.5                           If
the Landlord serves a Counter-Notice on the Tenant then the Tenant shall
surrender or assign (at the Landlord’s option) this lease to the Landlord and the
Landlord shall accept an obligation to take a surrender or assignment of this
lease (as the case may be) upon the terms specified in the Tenant’s Notice
within 15 working days of receipt of the Counter-Notice by the Tenant either
with vacant possession or subject only to a permitted underletting and the
Tenant’s liability hereunder shall cease in respect of any matters arising
following the date of such assignment or surrender and the Tenant shall be
released from all its obligations hereunder but without prejudice to any
antecedent breaches of covenant save in respect of reinstatement in relation to
which the Tenant shall be required to leave the Premises in a clean and tidy
condition (with all furniture removed) but not reinstated to the Reinstatement Specification.  Upon completion of such surrender or
assignment (as the case may be) the Landlord shall (by deed) execute a formal
release of the Tenant’s obligations hereunder in such form as the Tenant shall
reasonably require


4.15.6


(A)                             If
the Landlord does not take a surrender or assignment of this lease within the
period specified in sub-clause 4.15.4 above for whatever reason then the Tenant’s
obligation to surrender or assign to the Landlord under sub-clause 4.15.4 shall
cease and the Tenant must (if it still wishes to assign or underlet this lease)
complete its assignment or underletting on terms no worse than the financial
terms and conditions stipulated in the Tenant’s Notice within 6 months from the
date of the Tenant’s Notice extended by such period as results from the
Landlord unreasonably withholding or delaying the issue of its consent and if
the Tenant shall fail to complete within such period if it still wishes to
assign or underlet the whole of the Premises it must reinstate the procedure set
out in this clause 4.15


(B)                               If
the Landlord does not serve a Counter-Notice upon the Tenant within the
fifteen working day period specified in sub-clause 4.15.4 above then the
Tenant must (if it still wishes to assign or underlet this lease)



 15
 






 



complete its
assignment or underletting on financial terms no worse than the terms and
conditions stipulated in the Tenant’s Notice within 6 months from the date of
the Tenant’s Notice extended by such period as results from the Landlord unreasonably
withholding or delaying the issue of its consent and if the Tenant shall fail
to complete within such period if it still wishes to assign or underlet the
whole of the Premises it must reinstate the procedure set out in this clause
4.15


4.15.7


(A)                             Subject
to the foregoing provisions of this sub-clause 4.15 not to assign
mortgage charge or underlet or in any other manner part with possession of any
part (being less than the whole) of the Premises or agree to do so except that
the Tenant may underlet the whole of (but not more or less than) any Permitted
Part or Permitted Parts or share occupation in accordance with sub-clauses
4.15.9 to 4.15.13


(B)                               Subject to the foregoing provisions of this sub-clause
4.15 not to assign underlet or otherwise part with possession of the whole of
the Premises or agree to do so except that the Tenant may assign or underlet
the whole of the Premises in accordance with sub-clauses 4.15.8 to 4.15.12


(C)                               In
the event that the Tenant proposes to assign or underlet the whole of the
premises demised under the Level 24 Lease and Level 26 Lease or either solely
the Level 24 Lease or solely the Level 26 Lease at the same time as this lease
and has served the equivalent Tenant’s Notice on the Landlord pursuant to
clause 4.15.1 of the Level 24 Lease and the Level 26 Lease in respect of each
of the Level 24 Lease and the Level 26 Lease or pursuant to clause 4.15.1 of
the Level 24 Lease or pursuant to clause 4.15.1 of the Level 26 Lease (as
appropriate), and the Landlord has served a Counter-Notice for this lease, the
Landlord must also serve such equivalent counter-notice on the Tenant as
provided for in the Level 24 Lease and/or the Level 26 Lease (as appropriate).


(Assignment)


4.15.8


(A)                             Not to assign the whole of the Premises without first
obtaining the Landlord’s consent issued within three months before completion
of the assignment which consent shall not be unreasonably withheld or delayed
but which may be granted subject to any one or more of the conditions referred
to in clause 4.15.8 (B) and which may be withheld if the circumstance referred
to in clause 4.15.8 (C) exists.  For the
avoidance of doubt, the provisions of this clause 4.15.8 shall not apply in the
event that the Landlord has served a Counter-Notice and the Tenant
assigns this Lease to the Landlord in accordance with clause 4.15.5 hereof.


(B)                               The conditions referred to in clause 4.15.8 (A) above
(which are specified for the purposes of section 19(1A) Landlord and Tenant Act
1927) are:



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authorised
guarantee


(1)                                 that the Tenant shall enter into an authorised
guarantee agreement (as defined in section 16 Landlord and Tenant (Covenants)
Act 1995) with the Landlord in a form which the Landlord reasonably requires


guarantee of authorised guarantee


(2)                                 that any guarantor of
the Tenant’s obligations under this lease shall have guaranteed to the Landlord
that the Tenant will comply with the terms and conditions of the authorised
guarantee agreement referred to in sub-clause clause 4.15.8 (B)(1) on
terms and in a form which the Landlord reasonably requires


third party
guarantee/rent deposit


(3)                                 that if so reasonably required by the Landlord the
proposed assignee shall have either procured


(a)                                  covenants with the Landlord by a guarantor or
guarantors (not being the Tenant or Tenant’s Guarantor) reasonably acceptable to the Landlord, in a form
acceptable to the Landlord (acting reasonably); or


(b)                                 a deposit with the Landlord of such sum not less than
50% of the then current annual rent first reserved by this lease together with
any VAT thereon as fourthly reserved by this lease (and including provisions
for increase of the sum deposited following any future review of the rent first
reserved by this lease) on such terms as the Landlord may reasonably require as
additional security for the discharge of the Tenant’s obligations under this
lease


intra group
dealings


(4)                                 if the proposed assignee is a Group Company the
Tenant shall have procured either:


(a)                                  if the Tenant’s obligations under this lease are
guaranteed by another Group Company that such Group Company covenants with the
Landlord on terms reasonably acceptable to (but no more onerous than the
existing guarantee) the Landlord (which shall
include a covenant to accept a new lease in the same form as this lease mutatis
mutandis if any of the circumstances referred to in clause 7.1 arise in respect
of the Tenant or any assignee); or


(b)                                 if there is no guarantor of the Tenant’s obligations
under this lease and if the assignee is not at the date of the application for
consent to the proposed assignment in the reasonable opinion of the Landlord of
financial standing equivalent to or greater than the Tenant at the date of this



 17
 






 



lease that the proposed assignee procures
covenants by a Group Company which is not the Tenant or the proposed assignee
and which is in the reasonable opinion of the Landlord of financial standing
equivalent to or greater than the Tenant on terms reasonably acceptable to the
Landlord (which shall include a covenant to accept a new lease in the same form
as this lease mutatis mutandis if any of the circumstances referred to in
clause 7.1 arise in respect of the Tenant or any assignee)


(C)                               The circumstance referred to in clause 4.15.8 (A)
above (which is specified for the purposes of section 19(1A) Landlord and
Tenant Act 1927) is where any sums due and properly demanded from the Tenant to the Landlord under this lease (not
being the subject of a bona fide dispute) remain unpaid at the date of the
application for consent to the proposed assignment


(Underletting)


4.15.9                           Not to underlet the whole of the Premises or any
Permitted Part (each being referred to in this paragraph as the premises)
except:


(A)                             to a person who before the underletting shall have
covenanted with the Landlord to observe and perform the Tenant’s obligations
under this lease during the sub-term to the extent they relate to the
premises demised by the underletting (other than the payment of rents) and
shall have covenanted not to assign or underlet the whole of the premises
without the Landlord’s consent (which shall not be unreasonably withheld or
delayed) and shall have given an unqualified covenant not to assign or underlet
part of the premises or otherwise part with possession or share the occupation
of the premises or any part of them other than on the same basis as sub-clause
(4.15.10(C) below (applying mutatis mutandis to the sub-tenant)


(B)                               by reserving as a yearly rent without payment of a
fine or premium (in addition to the service and insurance and other rents
payable under this lease except the rent first hereby reserved or (in the case
of underletting of a Permitted Part) a pro rata proportion of them) an amount
not less than:


(1)                                 (in the case of an underletting of the Premises) the
then open market rent of the Premises


(2)                                 (in the case of an underletting of a Permitted Part)
the then open market rent of the
Permitted Part (notwithstanding that this may be less than a pro-rata
proportion of the then open market rent
of the Premises as a whole)


(C)                               by a form of underlease:


(1)                                 by which the principal rent reserved by the underlease
is reviewed upwards only at each of those Review Dates which will



 18
 






 



occur during the sub term in accordance with
the same principles (mutatis mutandis) as apply to the rent first reserved by
this lease


(2)                                 requiring the underlessee to observe and perform all
the covenants and other provisions binding on the Tenant under this lease
(other than the covenant by the Tenant to pay the several rents reserved
hereunder) to the extent they relate to the premises and containing:


(a)                                  a condition for re-entry by the underlessor on
breach of any covenant by the underlessee


(b)                                 a qualified covenant not to assign or underlet the
whole of the premises and an absolute covenant not to assign or underlet part
of the premises or to otherwise part with possession or share the occupation of
the premises or any part of them save by way of group company sharing


(c)                                  whereby the provisions of sections 24 to 28 inclusive
of the Landlord and Tenant Act 1954 have been excluded in relation to the
underlease in accordance with section 38A of the Landlord and Tenant Act 1954
before the underlease is granted or if earlier the underlessee becomes
contractually bound to take it


(D)                              with the Landlord’s consent issued within three
months before completion of the underletting which consent (subject to
compliance with the foregoing conditions precedent) shall not be unreasonably
withheld or delayed


4.15.10                     In relation to an underlease of a Permitted Part:


(A)                             not to include in the sub-demise the whole or
any part of the entrance to or the reception area of the Premises


(B)                               to except from the underlease all necessary
circulation areas and plant and equipment which will serve the Premises in
common


(C)                               not as a result of the grant to create or permit the
creation of more than two separate occupations affecting the whole of each
floor of the Premises (occupations under this lease counting as one occupation
save where the occupation under this lease is only of corridor areas and ducts
common to the sub-demises)


(D)                              to include a provision excluding sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 and complying with paragraph 5 of
Schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales)
Order 2003


4.15.11                     To enforce the observance and performance by every
such underlessee and its successors in title of the provisions of the
underlease and not expressly or impliedly to waive any breach of them nor
(without the Landlord’s consent which shall not be unreasonably withheld or
delayed) vary the terms of any underlease



 19
 






 



 


4.15.12                     Not to agree any reviewed rent payable under an
underlease without the Landlord’s consent (PROVIDED ALWAYS THAT the Landlord shall not unreasonably withhold or
delay any consent required under this sub-paragraph) and to procure that
any representations which the Landlord may wish to make in relation to the rent
review are duly submitted to the underlessee (or, in the case of the Tenant and
underlessee not being able to agree the reviewed rent payable under the
underlease to the independent person agreed or selected to decide the reviewed
rent) and to provide to the Landlord promptly on the same becoming available
copies of any representations made by or on behalf of the Tenant or the
underlessee in relation to such rent review and PROVIDED
THAT the Landlord shall be responsible for its own costs


(Sharing occupation)


4.15.13                     Not
to part with or share the occupation of the Premises or any part of them except
that the Tenant may share occupation with a company which is (but only for so
long as it remains) either the holding company of the Tenant or a majority-owned
subsidiary of the Tenant or of the Tenant’s holding company (as those
expressions are defined in section 42 of the Landlord and Tenant Act
1954) so long as the Tenant does not grant the person sharing occupation
exclusive possession (so that such company occupies as licensee only without
creating any relationship of landlord and tenant) nor otherwise transfer or
create a legal estate and the Tenant shall notify the Landlord of the identity
of each company in occupation


4.16                          Registration


4.16.1                           Within twenty-eight days after any disposition
or devolution of this lease or of any estate or interest in or derived out of
it to give notice in duplicate of the relevant transaction to the Landlord for
registration with a certified copy of the relevant instrument and to pay to the
Landlord a fair and reasonable fee for each such registration of not less than
twenty five pounds


4.16.2                           To notify the Landlord  of the determination
or agreement of every rent review under any underlease of the Premises within
28 days after the date of determination or agreement


4.17                          Payment of cost of notices consents etc.


To pay on demand all
reasonable and proper expenses (including counsels’ solicitors’ surveyors’ and
bailiffs’ fees) properly incurred by the
Landlord in and incidental to:


4.17.1                           the preparation and service of a notice under section
146 Law of Property Act 1925 notwithstanding that forfeiture is avoided
otherwise than by relief granted by the court and


4.17.2                           every step properly taken during or within 3 months after the expiry
of the Term in connection with the enforcement of the Tenant’s obligations
under this lease including the service or proposed service of all notices and
schedules of dilapidations and


4.17.3                           every application by the Tenant for consent licence or approval under this
lease even if the application is withdrawn or properly refused except
where consent is



 20
 






 



unreasonably withheld or delayed 
proffered subject to unreasonable conditions or granted pursuant to
unlawful conditions


4.18                          Machinery


Not to install in the Premises any
plant or machinery other than usual office equipment without the Landlord’s
consent which shall not be unreasonably withheld or delayed PROVIDED  ALWAYS
THAT no plant or machinery shall
be installed or operated in the Premises and nothing shall be done or omitted
in them which would be likely to cause:


4.18.1                           the efficiency of the heating ventilation air conditioning and cooling
system installed in the Building by the Landlord to be materially
diminished or impaired in any material way


4.18.2                           noise dust fumes vibration or electrical interference
adversely affecting or having an 
intrusive effect on any other part of the Building or other adjoining
property or persons outside the Premises


4.19                          Obstruction/overloading


Not knowingly to obstruct:


4.19.1                           or damage any part of the Building or exercise any of
the rights granted by this lease in a way which causes nuisance or damage


4.19.2                           any means of escape required by any competent authority


4.19.3                           or discharge any deleterious matter into


(A)                             any pipe drain or other conduit serving the Premises
and (to the extent they lie within the Premises) to keep them clear and
functioning properly or


(B)                               any Service Media


4.19.4                           or stop-up or darken the windows and other
openings of the Premises


nor to overload or cause undue
strain to the Service Media or any other part of the Building and in particular
not to suspend any undue weight from the ceilings or walls of the Premises and
not to exceed the following floor loadings:


floor finishings                                                       :                                             4 kN/m2 (80lbs per sq.ft)


live load                                                                                           :                                             1kN/m2 (20lbs per sq.ft)


4.19.5                           any  notice
required by law erected on the Premises or 
any erected by the Landlord pursuant to the rights reserved to it under
this lease


4.20                          Parking/goods delivery


To ensure that all loading unloading
deliveries and despatch of goods is carried out only by using the service
accesses and goods lifts designated by the Landlord for the use of the Premises



 21
 






 



 


4.21                          Planning Law and compensation


4.21.1                           Without prejudice to clause 4.4 at all times during
the Term to comply with the provisions and requirements of Planning Law
relating to or affecting:


(A)                             the Premises


(B)                               any operations works acts or things carried out
executed done or omitted on the Premises


(C)                               the use of the Premises


(D)                              the use by the Tenant of (and the exercise of any
other rights hereunder in respect of) any other parts of the building


4.21.2                           Subject to the provisions of paragraph 4.21.3 of this sub-clause as often as occasion requires
during the Term at the Tenant’s expense to obtain  all planning permissions (and serve all
notices) required under Planning Law in respect of the Premises whether for the
carrying out by the Tenant of any operations or the institution or continuance
by the Tenant of any use of the Premises or any part thereof


4.21.3                           Not without the Landlord’s consent to apply for any planning permission
relating to the Premises (and not to apply for any such planning permission
relating to any other part of the Building) save that the Landlord’s consent shall not be unreasonably
withheld or delayed to the making of a planning application in respect of the
Premises relating to any alterations operations or use or other thing
(if any) which assuming it to be implemented in accordance with Planning Law
would otherwise not be in breach of the provisions of this lease


4.21.4                           If the Landlord so requires (and at the Landlord’s
cost) in connection with any relevant proposal by the Tenant to apply for a
determination under section 191 or 192 Town and Country Planning Act 1990


4.21.5                           If the Landlord consents in principle to any application by the Tenant for
planning permission to submit a draft of the application to the Landlord for
its approval and to give effect to its reasonable requirements in respect
thereof and if and to the extent the Landlord so reasonably requires in
writing to lodge the application with the relevant authority in the joint names
of the Landlord and the Tenant and in duplicate


4.21.6                           If the Landlord reasonably requires to complete
before the expiry of the Term all works on the Premises required as a condition
of any planning permission implemented by the Tenant or by any person claiming
under or through it


4.22                          Indemnity


To indemnify the Landlord against all
expenses proceedings costs claims damages demands and any other liability or
consequence arising out of or in respect
of any breach of any of the Tenant’s obligations under this lease (including
all costs reasonably and properly incurred by the Landlord in an attempt to
mitigate any such breach) or of any act omission or negligence of the Tenant or
any person at the Premises  with the
Tenant’s authority



 22
 






 



 


4.23                          Defective premises


To give notice  to the Landlord of any defect in the Premises
as soon as practicable after coming to the Tenant’s attention which defect
would give rise to:


4.23.1                           an obligation on the Landlord to do or refrain from
doing anything in relation to the Premises or


4.23.2                           any duty of care or the need to discharge such duty
imposed by the Defective Premises Act 1972 or otherwise


and at all times to display and
maintain all discreet notices which the Landlord may from time to time
reasonably require to be displayed at the Premises in relation to their state
of repair and condition


4.24                          Insurance and fire fighting equipment


4.24.1                           Not to do or omit anything by which any insurance policy (subject to
relevant extracts being provided to the Tenant) relating to the Building or any
part of it becomes void or voidable or by which the rate of premium on such
policy may be materially increased


4.24.2                           To comply with all proper requirements of the
insurers and to provide and maintain unobstructed appropriate operational fire
fighting equipment and fire notices on the Premises


4.24.3                           To notify the Landlord as soon as possible of any incidence of any Insured Risk on the Premises


4.24.4                           If the whole or any part of the Building is damaged
or destroyed by any of the Insured Risks at any time during the Term and to
the extent that the insurance money under any
insurance policy effected by the Landlord is rendered wholly or partially
irrecoverable caused by some act or default of the Tenant or any person
deriving title under or through the Tenant or their respective servants agents
or invitees forthwith to pay the Landlord the whole amount of the insurance
money so irrecoverable


4.25                          Dangerous and contaminative materials


Not to keep place store or use or
permit or suffer to be kept placed stored or used in or upon or about the
Premises any materials substance or other thing of a dangerous inflammable
combustible explosive corrosive or offensive nature or any materials substance
or other thing which is likely in any way to cause pollution injury or harm by
percolation corrosion contamination migration release or otherwise on beneath
or in the vicinity of the Premises provided that uses of substances
ancillary to normal office use shall not constitute a breach of this lease


4.26                          Yield up


4.26.1                           Subject to the provisions of clause 4.12.4 hereof, at
the expiry of the Term to remove all chattels and (to the extent the Landlord
may require in writing) tenant’s fixtures and quietly to yield up the Premises
reinstated in accordance with the Reinstatement Specification and restored and
made good to the extent required under clause 4.12.4 and in the state of repair
condition decorative order and layout otherwise required by this lease and any
licences or consents issued in



 23
 






 



pursuance of it and to make good any damage
so caused in a proper and workmanlike manner to the reasonable Landlord’s satisfaction


4.26.2                           The Tenant irrevocably authorises the Landlord to
remove and dispose of any chattels which may be left in the Premises more than
14 days after the expiry or sooner determination of the Term (without being
obliged to obtain any consideration for the disposal) and the Tenant
irrevocably declares that any such chattels will stand abandoned by it


4.26.3                           To make due application to the Land Registry for the
cancellation of any notice of or relating to this lease or any document
supplemental or collateral to it registered at the Land Registry by the
Tenant if requested to do so by the Landlord and
on request to supply the Landlord with a copy of the application


4.26.4                           For the purposes of securing the Tenant’s obligation in clause 4.26.3 the
Tenant hereby irrevocably appoints the Landlord and its successors in title
severally as attorney of the Tenant and in its name (and with power to appoint the Landlord’s solicitors as substitute
attorney) solely for the purposes of making any application referred to
in clause 4.26.3 but only if the Tenant is in breach of the obligation to apply
itself


4.27                          Regulations and covenants


To comply with:


4.27.1                           all
reasonable regulations properly made by the
Landlord from time to time and notified to the Tenant in writing for the good
management of the Building  PROVIDED ALWAYS THAT no such regulations shall purport to amend the terms
expressed in this lease and if there is any inconsistency between the terms of
this lease and the regulations the terms of this lease shall prevail AND PROVIDED FURTHER THAT such regulations shall not impose any obligations or
restrictions on the Tenant which shall be more onerous than the obligations and
restrictions herein contained in respect of the subjects herein contained


4.27.2                           by
way of indemnity only all covenants stipulations and other matters affecting
the Premises in or referred to in documents referred to in Schedule 7 and not
knowingly to interfere with any rights
easements or other matters affecting the Premises


4.28                          Security and access


To use all reasonable endeavours to
ensure that the Tenant’s visitors to the Premises observe such
reasonable security regulations notified by the Landlord to the Tenant in writing which may apply to them


4.29                          Head Lease


4.29.1                           To observe and perform the covenants and conditions on the part of the
lessee contained in the Head Lease so far as they relate to the Premises except
the covenant for the payment of rent and payment of other monies thereunder
(other than costs of approvals required hereunder) and except also so far as
the



 24
 






 



obligations fall to be observed and performed
by the Landlord or the Management Company


4.29.2                           Not to do or omit any act or thing which would or
might cause the Landlord to be in breach of the Head Lease in the form
it is in at the date hereof


4.30                          Service Charge


To pay the Service Charge (and VAT thereon) to the
Management Company for the period from the date hereof at the times and in the
manner provided for in clause 6 and schedule 5 (subject to the terms thereof)
without deduction or set off save as may be required by law and to pay the
Outside Normal Business Hours Charge within 14 days of written demand (either
quarterly or by monthly instalments)


5.                                     LANDLORD’S COVENANTS


The Landlord covenants with the Tenant:


5.1                                Quiet enjoyment


The Tenant may
peaceably hold and enjoy the Premises without any lawful interruption by the Landlord
or any person rightfully claiming through under or in trust for it or by title
paramount


5.2                                Insurance


(A)                             To keep the Building (including the Premises and all means of access
thereto within the Building) (except all tenants’ plant and equipment and trade
fixtures) insured against the Insured Risks in such sum as in the Landlord’s reasonable
opinion (having taken appropriate professional
advice) represents its then full current reinstatement cost (together
with architects and other professional fees costs of demolition and site
clearance) with a reputable insurance company and to use reasonable endeavours
to procure (whether by specific notice or general clause) that the Tenant’s
interest is noted on the policy of insurance and the insurer waives any rights
of subrogation it may have against the Tenant and that the policy contains a
non-invalidation clause


(B)                               To insure and keep
insured:


(1)                                 all air conditioning
heating and hot water systems and boilers (if any) against explosion third
party and all other usual and necessary risks such insurance to provide for
periodical inspection of the said boilers to be arranged by the insurers; and


(2)                                 all lifts against
mechanical and electrical breakdown third party and all other usual and
necessary risks such insurance to provide for periodical inspection of the said
lifts to be arranged by the insurers


and cause all monies received by virtue of any such
insurances to be laid out in making good the said central heating and hot water
systems and boilers or the said lifts (as the case may be)



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5.2.2                                 On request to supply the Tenant (but not more
frequently than once in any period of twelve months unless there is a
change in the insurance policy) with full
particulars of such insurance policy or policies


5.2.3                                 If
and whenever during the Term the Premises the Building or any means of access
to the Premises within the Building (except as aforesaid) is damaged or
destroyed by an Insured Risk and to the extent that payment of the insurance
monies is not refused because of any act neglect default or omission of the
Tenant or of any person deriving title under or through the Tenant or their
respective servants agents and invitees the Landlord will with all reasonable
speed take all the necessary steps to obtain any requisite planning permissions
and consents and immediately  after they
are obtained to lay out the money received from the insurance of the Building
(except sums in respect of public liability and employer’s liability and loss
of rent) towards replacing and reinstating (but not necessarily in facsimile
reinstatement) the damaged or destroyed parts of the Building and in the case
of the Premises to the Reinstatement Specification as soon as reasonably
practicable (the Landlord agreeing to notify the Tenant in writing of the
anticipated date by which the Premises will be so reinstated at least 2 months
prior to such date) and the Landlord shall make good any shortfall out of its
own monies PROVIDED ALWAYS THAT the Tenant shall have no claim against the Landlord
under this clause 5.2.3 in respect of the manner of replacement of the interior
of any Lettable Unit other than the Premises or any alteration to the Common
Parts provided access to the Premises and the exercise of rights granted
hereunder are no less convenient and commodious and PROVIDED FURTHER THAT the Landlord shall not be liable to carry out the
replacement if it is unable (having used all reasonable endeavours) to obtain
every planning permission and consent necessary to execute the relevant work in which event the Landlord shall be entitled
to retain all the insurance money received by it


5.2.4                                 If and whenever during the Term the Premises the
Building or any means of access to the Premises within the Building is damaged
or destroyed by the Uninsured Risk so that the Premises are incapable of beneficial
occupation or use then the Landlord shall have 12 months from the date of such damage or
destruction (the “Election
Period”) to decide whether to
rebuild or reinstate the Premises the Building and/or the means of access to
the Premises within the Building


5.2.5                                 The Landlord shall give the Tenant not less than two
months’ written notice expiring no later
than the end of the Election Period as to whether or not it intends to rebuild
or reinstate the Premises the Building or means of access to the
Premises


5.2.6                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does intend to rebuild or reinstate the
Premises the Building or any means of access to the Premises within the
Building the Landlord shall comply with its obligations set out in clause 5.2.3
as if the same were set out here in full mutatis
mutandis and as if the term “Insured Risk” was replaced by the term “Uninsured
Risk” and on the basis that the Landlord’s obligation to reinstate is not
conditional upon receipt of the insurance monies.



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5.2.7                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does not intend to rebuild or reinstate
the Premises the Building or any means of access to Premises within the
Building this lease shall forthwith determine.


5.2.8                                 If the Landlord shall not have served notice in
accordance with clause 5.2.5 the Landlord or the Tenant may on the service of
notice in writing given to the other within the period of 3 months following
the date 2 months less one day prior to the expiration of the Election
Period forthwith determine this lease.


5.2.9                                 If notice to determine the lease is served pursuant
to clause 5.2.5 or 5.2.8 this lease shall forthwith determine but the
determination shall be without prejudice to any right of action of either party
in respect of any previous breach of this lease by the other and all moneys (if
any) payable under the insured policies shall be paid to and belong to the
Landlord absolutely.


5.2.10                           If Acts of Terrorism become an Uninsured Risk then
the Landlord shall notify the Tenant of the same in writing as soon as
reasonably practicable.


5.3                                Head Lease


5.3.1                                 To pay the rents reserved by and other sums due under
the Head Lease and to perform (so far as the Tenant is not liable for such
performance under the terms of this lease but so far only as to preserve the
existence of the Head Lease and this
lease) the covenants and conditions on the part of the lessee contained in the
Head Lease


5.3.2                                 On the request  of the Tenant to use all reasonable
endeavours to enforce the covenants on the part of the Superior Landlord
contained in the Head Lease


5.3.3                                 To use all reasonable
endeavours at the Tenant’s expense to obtain the consent of the Superior
Landlord wherever the Tenant makes application for any consent required under
this lease where the consent of both the Landlord and the Superior Landlord is
needed by virtue of this lease and the Head Lease


5.3.4                                 To
comply with the conditions, covenants and
obligations contained in the documents referred to in schedule 7


5.4                                Electricity provision


Subject to clause 7.3 and 7.7
to  provide or procure the provision of
electricity to the Premises  to meet the
requirements of the Tenant and other lawful occupiers of the Premises having
regard to the overall electricity services design standards for the Building as
a whole and to all relevant statutory provisions from time to time regulating
the supply and utilisation of electricity and the terms and conditions relative
thereto from time to time imposed by the electricity provider chosen by the
Landlord


5.5                                Management Company Access


Subject to the proviso to clause 4.9 to allow the
Management Company such rights over the Building as it requires from time to
time for the due and proper provision of the Services



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5.6                                Signage


Not to grant the right for any
tenant at the Building to affix signage the exterior of the Building PROVIDED THAT this clause 5.6
shall not apply in respect of the entrance doors to the part of the Building
known as 101 Bishopsgate where the Landlord shall not be prohibited from
granting rights for tenants to affix signage.


5.7                                Designation of facilities


Where the Landlord or Management Company is to
designate a means of access or facilities or services hereunder the Landlord
shall ensure that sufficient means of access facilities and/or services are
provided to the Premises such that it shall at all times be capable of
beneficial use and occupation by the Tenant for the purposes permitted by this
lease


6.                                     PROVISION OF SERVICES


The Management Company covenants with the Tenant:


6.1                                Well and substantially to repair and properly clean
and decorate the structure of the Building (including the structure of the
roofs foundations external and internal walls and columns and structural slabs
of the ceilings and floors) the external surfaces of the Building (including
the whole of the glazing within the external walls of the Building) the Common
Parts


6.2                                To keep the Service Media designed for common or
general use and the Landlord’s Services Equipment in good and substantial
repair and in clean condition and at all times in good and safe working order


6.3                                To keep the lifts in the Building clean and in good
and substantial repair and condition and at all times in good and safe working
order


6.4                                To provide heating or cooling (as appropriate) to the
Premises and the toilets serving the same for such hours as the Tenant shall
require (subject to the Tenant paying the Outside Normal Business Hours Charge
in relation to provision outside Normal Business Hours)


6.5                                To ensure that the
Premises have a constant supply of hot and cold water for use in washing
facilities through such of the Service Media as are designed for the same


6.6                                To ensure that the Common Parts are at all times kept
clean tidy and unobstructed


6.7                                To provide or procure the provision of electricity to
the Premises and the Common Parts and each and every part thereof designed to
receive the same to the extent necessary to meet the reasonable requirements of
the Tenant and other lawful occupiers of the Premises having regard to the
overall electricity services design standards for the Building as a whole and
to all statutory provisions from time to time regulating the supply and
utilisation of electricity and the terms and conditions relative thereto from
time to time imposed by the electricity provider


6.8                                To comply with the requirements of any statute
(already or in the future to be passed) or any government department local
authority other public or competent authority or court of competent
jurisdiction relating to the Building or any part for which any tenant or
occupier of the Building is not directly or exclusively liable


6.9                                To ensure that at all times there are such security
officers at and patrolling the Building as is reasonably appropriate for
premises of the same size and nature as the Building



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6.10                          To provide or procure the provision of:


6.10.1                           without prejudice to the
generality of the foregoing, the Services during Normal Business Hours; and


6.10.2                           such of the Services outside Normal Business Hours as
in the Management Company’s reasonable discretion are appropriate to provide to
a high class office building in the City of London outside Normal Business
Hours; and


6.10.3                           such of the Services outside Normal Business Hours as
the Tenant shall previously request (but subject to the Tenant being
responsible for the Outside Normal Business Hours Charge)


(having regard in all cases to and
in accordance with the overall design standards for the Building as a whole and
subject to the limitations contained in Clause 7.6) in an efficient and
economic manner and in accordance with good estate management provided that the
Management Company shall be entitled to employ such managing agents
professional advisers contractors and other persons as it shall from time to
time reasonably think fit for the purpose of the performance of the Services


PROVIDED THAT the Management Company shall not be liable for
(without prejudice to the provisions of clause 7.3) any temporary closure of
any of the Common Parts or temporary interruption in the provision of the
Services or stoppage or severance affecting any of the Service Media or any
temporary interruption to the supply of electricity to the Common Parts or
temporary closure or diversion of any of the Common Parts or Service Media by
reason of necessary inspection repair maintenance or replacement thereof or any
part thereof or any plant machinery equipment installations or apparatus used
in connection therewith or damage thereto or destruction thereof by any risk
(whether or not an Insured Risk) or by reason of electrical mechanical or other
defect or breakdown or frost or other inclement conditions or shortage of fuel
materials supplies or labour or whole or partial failure or stoppage of any
mains supply due to any circumstances beyond the reasonable control of the Management Company PROVIDED ALWAYS that the Management Company
shall use all reasonable endeavours to minimise the adverse effects of any such
circumstances and to remedy any such temporary interruption closure or
diversion as soon as reasonably practicable and ensure reasonable access
is available to the Premises at all times


7.                                     PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
THAT:


7.1                                Forfeiture and re-entry


7.1.1                                 Without prejudice to any other remedies and powers
contained in this lease or otherwise available to the Landlord if


(A)                             the whole or part of the rent firstly reserved shall be unpaid for
twenty-eight days after becoming payable (whether the rents have been
demanded or not); or


(B)                               the whole or part of the
rents (save the rent firstly reserved) shall be unpaid for 28 days after
becoming payable and being demanded


(C)                               any of the Tenant’s material covenants in this lease
are not performed or observed in the manner and at the times herein specified;
or



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(D)                              the
guarantee granted by any guarantor of the Tenant’s obligations is or becomes
unenforceable (in whole or in part) for any reason whatsoever (save where such
situation arises as a result of the Landlord’s actions) or


the Tenant or any guarantor of the
Tenant’s obligations (or if more than one person any one of them)


(E)                                being a company is the subject of a petition or
issues a notice convening a meeting to consider a resolution for its winding up
or enters into liquidation whether voluntarily (except for reconstruction or
amalgamation of a solvent company on terms previously agreed by the Landlord)
or compulsorily or has a provisional liquidator or a receiver (including an
administrative receiver) appointed or a resolution is passed or any other step
is taken by the company or its directors for the appointment of an
administrator, or an administrator is appointed, or a petition or application
for an administration order is presented in relation to the company or a
petition for one or of a voluntary arrangement or a proposal for one under Part
I Insolvency Act 1986 or is unable to pay its debts within the meaning of
section 123 Insolvency Act 1986 or is otherwise insolvent or having been
registered with unlimited liability it acquires limited liability or


(F)                                being a company incorporated outside the United
Kingdom is the subject of any proceedings or event analogous to those referred
to in clause 7.1.1(E) in the country of its incorporation or elsewhere or shall
otherwise cease for any other reason to be or to remain liable under this lease
or shall cease for any reason to maintain its corporate existence (other than
by merger consolidation or other similar corporate transaction in which the
surviving corporation assumes or takes over the liabilities of the Tenant under
this lease);


(G)                               being an individual is the subject of a bankruptcy
petition or bankruptcy order or of any application or order or appointment
under section 253 or section 273 or section 286 Insolvency Act 1986 or
otherwise becomes bankrupt or insolvent or dies or


(H)                              enters into or makes any proposal to enter into any
arrangement or composition for the benefit of his creditors


the Landlord may at any time thereafter (and
notwithstanding the waiver of any previous right of re-entry) re-enter
the Premises whereupon this lease shall absolutely determine but without
prejudice to any Landlord’s right of action in respect of any antecedent breach
of the Tenant’s covenants in this lease or any Tenant’s rights of action in
respect of any antecedent breach of the Landlord’s or the Management Company’s
covenant’s in this Lease provided that such forfeiture does not cancel reduce
or restrict any right of action or remedy of the Landlord or the Tenant in
respect of any breach prior to such forfeiture by the Tenant or the Landlord or
Management Company (as applicable) of its obligations under this lease or the
amount of damages which the Landlord or the Tenant (as the case may be) may
claim



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7.2                                Letting scheme use and easements


No letting or building scheme exists
or shall be created in relation to the Building and (subject only to those
easements expressly granted by this lease) neither the Tenant nor the Premises
shall be entitled to any easement or quasi-easement whatsoever and
save to the extent necessary to preserve or protect the easements expressly
granted by this Lease nothing herein contained or implied shall give the Tenant
the benefit of or the right to enforce or to have enforced or to prevent the
release or modification of any right easement covenant condition or stipulation
enjoyed or entered into by any tenant of the Landlord in respect of property
not demised by this lease or prevent or restrict the development or use of the
remainder of the Building or any other land provided that the Landlord shall
ensure that any such use or development does not materially adversely affect
the Tenant’s use and enjoyment of the Premises


7.3                                Common Parts and Service Media


Subject always to the rights of the
local authority the relevant supply authorities and any other competent
authority and the rights granted to the Tenant hereunder the Common Parts and
the Service Media are at all times subject to the exclusive control and management
of the Landlord who may from time to time (if (having first consulted with the
Tenant and duly taken reasonable representations into consideration) it shall
be necessary or reasonable to do so for the benefit of the Building or
otherwise in keeping with the principles of good estate management) alter
divert substitute stop up or remove any of them (leaving available for use by
the Tenant  at all times means of access
to and egress from and servicing and amenities for the Premises not materially
less advantageous convenient and commodious than existed prior to such
alteration diversion substitution stopping up
or removal)


7.4                                Service of notices


7.4.1                                 In addition to any other mode of service any notices
to be served under this lease shall be validly served if served in accordance
with section 196 Law of Property Act 1925 as amended by the Recorded Delivery
Service Act 1962


7.4.2                                 If the Tenant or any guarantor comprises more than
one person it shall be sufficient for all purposes if notice is served on one
of them but a notice duly served on the Tenant will not need to be served on
any guarantor


7.5                                Rent cesser


7.5.1                                 If and whenever during the Term:


(A)                             the Premises (other than the Tenant’s plant and
equipment and tenant’s fixtures) or the means of access to or egress
from all parts of the Premises within the Building or any of the services in
the Building are damaged or destroyed by any of the Insured Risks so that the
Premises are incapable of beneficial occupation and use and


(B)                               the insurance of the Building or the payment of any
insurance money has not been vitiated as a result of the act neglect default or
omission of the Tenant or of any person deriving title under or through the
Tenant their respective servants agents and invitees



 31
 






 



 


the rents
firstly fourthly and fifthly reserved by this Lease and the Service Charge or a
fair proportion of them according to the nature and extent of the damage
sustained shall be suspended and cease to be payable from and including the
date of destruction or damage until whichever is the earlier of the date on
which the Premises are reinstated to the Reinstatement Specification and if
applicable the means of access and egress within the Building to the Premises
and services necessary for the beneficial occupation and use of the Premises
are available and the date of expiry of the period for which loss of rent is
insured (being not less than four years and not more than six years) (and any
of the rents firstly fourthly or fifthly reserved actually paid for a period
expiring after the date of damage or destruction (or a fair and just proportion
thereof) shall be repaid by the Landlord to the Tenant as soon as reasonably
practicable) and any dispute about such
suspension shall be referred to the award of a single arbitrator to be
appointed in default of agreement on the application of the Landlord or the
Tenant to the President for the time being of The Royal Institution of  Chartered Surveyors in accordance with the
Arbitration Act 1996


7.5.2                                 If the circumstances contemplated by clause 5.2.6 exist
the rent firstly, fourthly and fifthly reserved by this lease and the Service
Charge or a fair proportion of them according to the nature and extent of the
damage sustained shall be suspended and cease to be payable from and including
the date of expiry of the Election Period until the date on which the Premises
are reinstated to the Reinstatement Specification and if applicable the means
of access and egress within the Building to the Premises and the services
necessary for the beneficial occupation and use of the Premises are available
and any dispute about such suspension shall be referred to the award of a
single arbitrator to be appointed in default of agreement on the application of
the Landlord or the Tenant to the President for the time being of The Royal
Institution of Chartered Surveyors in accordance with the Arbitration Act 1996


7.6                                Provision for determination after destruction
or damage


If the circumstances referred to in clause 7.5.1 or
7.5.2 shall apply such that the whole of the rent firstly fourthly and fifthly
reserved by this lease and the Service Charge shall be suspended and it shall
be apparent having regard to all the material facts and circumstances that the
Premises (including if applicable the essential means of access to the
Premises) shall not be capable of reinstatement to the Reinstatement
Specification by the date which is 4 years from the date of the damage or
destruction then in such circumstances either the Landlord or the Tenant may
within a period of 12 months following the date which is 4 years from the date
of the damage or destruction by notice served upon the other determine this lease forthwith but without prejudice to the
rights of the parties in respect of any antecedent breaches


7.7                                Landlord’s liability


The Landlord shall not be liable for (without
prejudice to the provisions of clause 7.3) any temporary closure of any of the
Common Parts or temporary stoppage or severance affecting any of the Service
Media or any temporary interruption to the supply of electricity to the
Premises or temporary closure or diversion of any of the Common Parts or
Service Media by reason of necessary inspection repair maintenance or
replacement thereof or any part thereof or any plant machinery equipment
installations or apparatus used in connection therewith or damage thereto or destruction
thereof by any risk (whether



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or not an Insured Risk) or by reason of electrical
mechanical or other defect or breakdown (save for any defect or breakdown
caused by want of proper maintenance or repair) or frost or other inclement
conditions or shortage of fuel materials supplies or labour or whole or partial
failure or stoppage of any mains supply due to any circumstances beyond the
reasonable control of the Landlord PROVIDED
ALWAYS that where reasonably practicable the Landlord shall provide
alternative services (if the absence thereof would materially adversely affect
the Tenant’s use and enjoyment of the Premises) and otherwise PROVIDED ALWAYS
that the Landlord shall use all reasonable endeavours to minimise the adverse
effects of any such circumstances and to remedy any such temporary interruption
closure or diversion as expeditiously as
reasonably practicable


7.8                                Arbitration fees


The fees of any arbitrator incurred
in any arbitration proceedings arising out of this lease may be paid to the arbitrator
by the Landlord or by the Tenant notwithstanding any direction or prior
agreement as to liability for payment and any sums so paid for which the party
who pays them initially is not ultimately liable shall be repayable on demand
by the party who is liable for them


7.9                                Rent review memorandum


Forthwith after every agreement or
determination of any increase in the amount of the rent reserved and made
payable by virtue of schedule 4 a memorandum recording the increase shall be
attached to this lease and to the counterpart and such memorandum shall be
signed by or on behalf of the Landlord and the Tenant respectively and each
party shall bear their own costs in relation thereto


7.10                          No warranty as to use


Nothing contained in this lease
shall constitute or be deemed to constitute a warranty by the Landlord that the
Premises are authorised under Planning Law to be used or are otherwise fit for
any specific purpose


7.11                          Disputes


7.11.1                           Any dispute between the Tenant and any other tenant
or occupier of any part of the Building relating to any easement or right
affecting the Building (other than the Landlord or the Management
Company) or any part of it shall (unless the
Landlord shall by notice to the parties concerned renounce its power to
determine it) be referred to the Landlord whose decision (acting in the
capacity of an expert) shall be binding upon the parties to the dispute


7.11.2                           Where any issue (other than one relating to a rent
review) arising out of or under or relating to the Head Lease which also affects
or relates to the provisions of this lease is to be determined as provided in
the Head Lease the determination of such issue pursuant to the provisions of
the Head Lease shall be binding on the Tenant as well as the Landlord for the
purposes both of the Head Lease and this lease


7.12                          Rateable value appeals


If the Landlord or the Tenant
intends to make a proposal to alter the entry for the Premises in the local non-domestic
rating list it shall notify the other party of its intention and shall



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incorporate in the proposal such
proper and reasonable representations as may be made by or on behalf of that
party


7.13                          Jurisdiction


This lease shall be governed by and
construed in all respects in accordance with the laws of England and the
English courts shall have exclusive jurisdiction in relation to disputes
arising under or connected with this lease and the parties hereto irrevocably
submit to the jurisdiction of such courts and irrevocably waive any objection
which any of them may have now or in the future to the English courts being
nominated for the purpose of this clause on the grounds of venue or otherwise
and agree not to claim that any such court is not a convenient or appropriate
forum


8.                                     LANDLORD’S GUARANTOR’S OBLIGATIONS


8.1                                The Landlord’s Guarantor at the request of the
Landlord and in consideration of the Tenant agreeing to take this lease
unconditionally covenants and guarantees with and in favour of the Tenant as a
primary obligor and not merely as a surety or merely collateral to that of the Landlord
that all of the Landlord’s obligations covenants agreements and conditions
contained in this lease will be performed and observed in the manner and at the
times herein specified and that if there is default in performing and observing
any of the Landlord’s obligations (notwithstanding any time or indulgence
granted by the Tenant to the Landlord or compromise, neglect or forbearance on
the part of the Tenant in enforcing the observance of the Landlord’s
obligations in this lease) the Landlord’s Guarantor will observe and perform
(or procure the performance and observance of) the obligations in respect of
which the Landlord shall be in default and make good to the Tenant all losses
costs damages and expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.2                                The Landlord’s Guarantor at the request of the
Management Company and in consideration of the Tenant agreeing to pay the
Service Charge unconditionally covenants and guarantees with and in favour of
the Tenant as a primary obligor and not merely as a surety or merely collateral
to that of the Management Company that all of the Management Company’s
obligations contained in this lease will be performed and observed in the
manner and at the times herein specified and that if there is default in
performing and observing any of the Management Company’s obligations
(notwithstanding any time or indulgence granted by the Tenant to the Management
Company or compromise, neglect or forbearance on the part of the Tenant in
enforcing the observance of the Management Company’s obligations in this lease)
the Landlord’s Guarantor will observe and perform (or procure the performance
and observance of) the obligations in respect of which the Management Company
shall be in default and make good to the Tenant all losses costs damages and
expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.3                                For the avoidance of doubt the obligations of the
Landlord’s Guarantor under sub-clauses 8.1 and 8.2 above shall remain
effective for the full duration of the Term notwithstanding (i) any sale (or
other disposition) of the Landlord’s reversionary interest to this lease and/or
(ii) any of the circumstances described (or analogous to those described) in
sub-clauses 7.1.1(D), 7.1.1(E), 7.1.1(F), 7.1.1(G) or 7.1.1(H)
hereof occurring in relation to either the Landlord or the Management Company.  In the
event that either such event occurs, the



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Landlord’s Guarantor will, at its sole cost
and expense, promptly enter into a deed directly with the Tenant (in a form
required by the Tenant) to give full effect to the intention that the
guarantees given by the Landlord’s Guarantor hereunder shall continue on the
basis set out in this sub-clause 8.3


8.4                                The obligations of the Landlord’s Guarantor hereunder
shall not be released, reduced, exonerated or in any way affected by:


8.4.1                                 any neglect, delay or forbearance on the part of the
Tenant in taking steps to enforce the performance and observance of and
compliance with any of the covenants, obligations and conditions on the part of
the Landlord or the Management Company herein contained, or


8.4.2                                 any variation of this lease with the consent of the
Landlord’s Guarantor (or without the consent of the Landlord’s Guarantor where
such variation shall not increase the liability of the Landlord’s Guarantor) PROVIDED THAT (and the Landlord’s Guarantor expressly agrees that)
any variation of this lease not being of the manner described in this sub-8.4.2
shall only take effect to release the Landlord’s Guarantor from liability to
the extent of the increased liability arising out of such variation to the
intent that, for the full duration of the Term, the Landlord’s Guarantor shall
remain liable to the Tenant under this Clause 8 to the extent of such liability
as existed at the date hereof


8.4.3                                 the Landlord or the Management Company ceasing to
exist or having an administration order or any other circumstance in the nature
of those described in sub-clause 8.4.2 above made against either of them,
or


8.4.4                                 any other matter which, but for this provision, would
or might operate to affect, reduce or extinguish the liability of the Landlord’s
Guarantor under this Lease in whole or in part


9.                                     TENANT’S GUARANTOR’S OBLIGATIONS


In consideration of the Landlord
entering into this lease, the Tenant’s Guarantor as a principal obligor agrees
with the Landlord that:


9.1                                Guarantee


Until the expiry of this lease or
until any earlier date when the Tenant’s Guarantor is released by virtue of the
Landlord and Tenant (Covenants) Act 1995 from its obligations under this
sub-clause:


9.1.1                                 the Tenant’s
obligations under this lease will be performed;


9.1.2                                 the Tenant will comply with any authorised guarantee
agreement which it enters into on a transfer of this lease; and


9.1.3                                 to the extent the Tenant’s obligations or any
such authorised guarantee agreement are not complied with, the Tenant’s
Guarantor will comply with them and will indemnify the Landlord against any
loss it suffers as a result of any non-compliance.



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9.2                                Preservation of the Guarantee


The Tenant’s Guarantor’s obligations under sub-clause 8.1 are not affected
by:


9.2.1                                 any indulgence, compromise or neglect in enforcing
the Tenant’s obligations or any refusal
by the Landlord to accept tendered rent;


9.2.2                                 any variation or waiver of any of the terms of this
lease with the consent of the Tenant’s Guarantor (or without consent of
the Tenant’s Guarantor where such variation shall not increase the liability of
the Tenant’s Guarantor);


9.2.3                                 any partial surrender of this lease (and the
Tenant’s Guarantor’s liability shall continue but only in respect of the Tenant’s
continuing obligations);


9.2.4                                 any forfeiture of this
lease, whether in whole or in part;


9.2.5                                 any legal limitation,
immunity, incapacity, insolvency or the winding-up of the Tenant or by the fact
that the Tenant otherwise ceases to exist;


9.2.6                                 any action taken by or
on the Landlord’s behalf in contemplation of re-letting the Premises;


9.2.7                                 any other act or
omission which, but for this provision, would have released the Tenant’s
Guarantor from liability;


or any combination of any such
matters.


9.3                                No right to participate in security


The Tenant’s Guarantor may not participate
in, or exercise any right of subrogation in respect of, any security held by
the Landlord for the Tenant’s obligations.


9.4                                Disclaimer


If this lease is disclaimed:


9.4.1                                 The Landlord may require the Tenant’s Guarantor at
its cost to accept a new lease of the Premises on the same terms of, and
containing the same agreements as, this lease (and, where any such term applies
as at a particular date or period, as at the same date or period), as if this
lease had not been disclaimed and as the terms have effect immediately before
the disclaimer, for the residue of the Term, and with effect, from the date of
disclaimer but the new lease shall omit this clause.


9.4.2                                 For the purposes of sub-clause 8.4.1:


(A)                             the Landlord may notify the requirement to the Tenant’s
Guarantor only within the period of four months commencing on the date of
disclaimer;


(B)                               if there are any matters outstanding under this lease
immediately before it is disclaimed, they shall be determined between the
Landlord and the Tenant’s Guarantor and be reflected, as appropriate, in the
new lease;


(C)                               the new lease shall be completed within 4 weeks after
the date when the Landlord notifies the requirement to the Tenant’s Guarantor.



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9.5                                Forfeiture or the Tenant ceasing to exist


If this lease is forfeited or if the
Tenant ceases to exist, the Landlord may require the Tenant’s Guarantor to:


9.5.1                                 accept a new lease of the Premises in accordance with
sub-clause 9.4, as if it applies to forfeiture or the Tenant ceasing to exist
and to the date of forfeiture or cessation; or


9.5.2                                 pay the Landlord an amount equal to rents and
outgoings due from the Tenant pursuant to the Tenant’s obligations under this
lease by the Landlord from the date of forfeiture or cessation until (a) the
earlier of the first date when all the Premises are re-let and the last day of
the Term, or (b) the expiry of 4 months from the date of forfeiture or
cessation


and the Tenant’s Guarantor will
comply with the relevant requirement.


9.6                                Transfer of the reversion


The benefit of the Tenant’s
Guarantor’s obligations under this clause will pass to a transferee of the
Landlord’s reversion in the Premises without
need for an express assignment.


IN WITNESS
whereof this Deed has been executed by the parties hereto and is intended to be
and is hereby delivered on the date first above written



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SCHEDULE 1


(The Premises)


ALL THOSE office premises situate on the 25th floor and
being part of the Building which are shown on the Plan and thereon edged red
which premises include:


(a)                                 the plaster linings and other interior coverings and
facing materials of all walls and of any columns within or bounding the said
premises


(b)                                the screed the raised floor the fixed and unfixed
floor coverings and all materials lying between the upper surface of the
structural floor slab and the raised floor surface


(c)                                 the
suspended ceilings including all materials forming part of them lying in the
void space (if any) above such ceilings but below the lower surface of the
structural ceiling slab


(d)                                all
non-load bearing walls (including partitions) lying within the said
premises


(e)                                 all plant and other apparatus and conducting media which
serve the said premises exclusively including
any which the Landlord may permit under clause 4.14 and whose operation does
not have any impact on the central building systems


(f)                                   the following items supplied and fitted by the
Landlord:


(i)                                     venetian horizontal perforated blinds (if any) on the
inside of the external windows of the Premises


(ii)                                  high quality carpet tiles from Milliken (if any)


but
exclude:


(i)                                    all Service Media and Landlord’s Services Equipment
and


(ii)                                 the load bearing structure of the Building including
the load bearing structure of the roofs foundations external and
internal walls and columns and the structural slabs of the ceilings and floors
together with any other structural parts of the Building and


(iii)                              the external surfaces of the Building and the whole
of the window glazing and window frames and other fenestration units
constructed in the external walls and in the other boundaries of the said
premises


SCHEDULE 2


(Easements and rights granted)


1.                                     The right subject to the provisions of clause
7.3 and subject to compliance with all reasonable rules and regulations made in
the interests of good estate management of the Building and having due regard
to the interests of the Tenant in connection with the exercise of such right as
may be prescribed from time to time by the Landlord:


1.1                                for the Tenant its servants and duly authorised
agents invitees and visitors for the purpose only of ingress and egress to and
from the Premises to use the Common Parts and to use all means of escape
which shall at all times be in locations and in accordance with standards



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approved by any competent
authority but only when needed in an emergency or
fire drills (if any)


1.2                                to free and uninterrupted passage through and
use of the Service Media


1.3                                to use such lavatories in the Building as the
Landlord shall from time to time reasonably designate


1.4                                to use the lifts in the Building (with or without tea
trolleys)


2.                                     The right of support shelter and protection for the
Premises from any adjoining or neighbouring parts of the Building as enjoyed by
the Premises at the date of this lease


3.                                     The right to have displayed the name of the Tenant on
the signboard in the entrance lobby of the Building provided by the Landlord
pursuant to paragraph 14 of Part I of schedule 6


4.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time a right of way for the Tenant and all persons authorised by it
(expressly or impliedly and including couriers) to pass and repass at all times
with or without vehicles over and along the access ramp and roadway from the
public highway to and from the Service Area and a right of ingress and egress
from the Service Area to the Premises along such route as the Landlord may from
time to time reasonably designate


5.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time the right to load and unload vehicles delivering and picking up
materials equipment and other items for use by the Tenant in the Service Area
or such other area of the basement as shall from time to time be reasonably
designated by the Landlord for the purpose


6.                                     The
right for the Tenant and persons authorised by it at all reasonable times upon
prior notice (except in case of emergency) and being accompanied if reasonably
required by a representative of the Landlord (supplied by the Landlord) to
enter such other parts of the Building as are not at that time let to another
tenant and which it is necessary to enter for the purposes of exercising its
rights herein granted or carrying out any works required to comply with the
covenants and conditions of the Tenant herein contained and where such works
cannot otherwise reasonably be carried out without such entry


7.                                     7.1                                  Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time and obtaining any wayleave agreement (if appropriate) the right to
connect with the network termination points and communications equipment and
cabling in the Building of British Telecom or any other provider of
telecommunications services subject in each case to the Tenant being
responsible for the cost thereof and to lay and thereafter maintain repair
renew and replace and use such telephone and other communication cabling and
related equipment as the Tenant shall reasonably require from such network
termination points to the Premises along such common risers in the Building as
the Landlord shall reasonably and expeditiously direct (the Tenant being
entitled to a fair proportion only of such common risers)


7.2                                  Subject
to the Landlord’s prior written approval (not to be unreasonably withheld or
delayed) the right to connect into install lay and thereafter maintain repair
replace renew and use for the free and uninterrupted passage of services of
whatever nature such other



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Service Media in the Building as the Tenant shall
reasonably require for the purposes of its business along such riser ducts in
the Building or in under or over other property over which the Landlord has
corresponding rights as the Landlord shall reasonably direct (the Tenant being
entitled to a fair proportion only of such riser duct space)


8.                                     The
right in common with others to connect into the Landlord’s aerial on the roof
of the Building and (subject always to first obtaining the Landlord’s consent
(such consent not to be unreasonably withheld or delayed) and subject to all
necessary statutory consents) to erect one aerial or a satellite dish or other
transmission and receiving equipment of similar nature (not exceeding one metre
in length or diameter) together with all associated duct and cabling and wiring
(“Transmission Equipment”) and the right to connect to and thereafter repair
maintain and renew such Transmission Equipment upon the roof of the Building
together with the right of ingress and egress to and from the Transmission
Equipment at all reasonable times upon reasonable notice and prior appointment
with the Landlord for the purposes of repairing maintaining and inspecting the
Transmission Equipment


SCHEDULE 3


(Exceptions and reservations)


1.                                     The right to build alter or extend (whether
vertically or laterally) any building provided that the access of light and air
or either of them to the Premises nor the Tenants beneficial use and
enjoyment of the Premises and the lights windows and openings thereof are not materially adversely affected


2.                                     The right at reasonable times on reasonable prior
written notice (except in an emergency where no notice need be given) to enter
upon the Premises as often as may be necessary for the purpose of complying
with the covenants on the Landlord’s part (as lessee) under  the Head Lease for all the purposes for which
the Tenant covenants in this lease to permit entry and for all purposes in
connection with the carrying out of the Services and for the purposes of
complying with any statutory requirements


3.                                     The right to use and to construct inspect maintain
repair divert and otherwise alter stop up and relay and to make connections to
any Service Media in on or under the Premises at any time during the Term for
the benefit of any other part of the Building or any adjacent or neighbouring
land of the Landlord provided the Tenant’s use and enjoyment of the
Premises is not materially adversely affected


4.                                     The right to erect and temporarily maintain
scaffolding on or against any part of the Building so long as reasonable and
sufficient means of access to and egress from and servicing the Premises are maintained
provided the Tenant’s use and enjoyment of the Premises is not materially
adversely affected


5.                                     All
rights of light air and other easements and rights (but without prejudice to
those expressly granted by this lease) enjoyed by the Premises from or over any
other part or parts of the Building or any adjacent or neighbouring land of the
Landlord


6.                                     The
right of support protection and shelter for the benefit of other parts of the Building
from the Premises as enjoyed by the Building at the date hereof



 40














 


7.                                     The right for
one or more members of any security staff employed by the Landlord or its duly
authorised agents (who shall present evidence of their authority) at any time
or times on reasonable prior written notice (save in the case of emergency
where no notice is required) to enter the Premises if it shall be considered
reasonably necessary or desirable so to do in
connection with the security of the Building


8.                                     The right for the tenant or occupier of any other
part of the Building authorised by the Landlord having first given reasonable
prior written notice to the Tenant at reasonable times in the daytime and at
any time and without notice in case of emergency to enter the Premises (but
only where such access is necessary) for the purpose of repairing that other
part of the Building the Landlord agreeing to make good any damage so caused as
a result of such entry to the reasonable satisfaction of the Tenant


9.                                     The rights reserved to the Superior Landlord (by
covenant or by express reservation) in the Head Lease


10.                              The right for the Landlord or the Landlord’s
consultants or its agents on reasonable prior notice to enter the Premises for
the purpose of compiling as-built plans and other information in
accordance with clause 4.12.3(D)(III)


PROVIDED ALWAYS  THATin exercising the rights hereby reserved the Landlord and the Management
Company and anyone authorised by them shall comply with the proviso to clause
4.9


SCHEDULE 4


(The first reserved rent and the review thereof)


1.                                       In this schedule the following expressions have the
respective meanings:-


(1)                                          “Review Rent” means the yearly market rent as would be negotiated
in the open market by a willing lessor to a willing lessee which might
reasonably be expected to be payable after the expiry of a rent free period or
concessionary rent or capital payment in lieu thereof for the purposes
of fitting out as would be negotiated in the
open market by a willing lessor to a willing lessee with vacant possession on
the Review Date without fine or premium for a term of 10 years and otherwise
upon the provisions (save as to the amount of the rent first reserved by this
Lease) contained in this Lease and on
the assumption if not a fact that the Tenant’s covenants and obligations
hereunder have been fully complied with and on the further assumptions that:


(a)                                 the Permitted Use and the Premises comply with
Planning Law free from any onerous condition restriction and limitation and
every other Enactment and that the lessee may lawfully carry on the Permitted
Use PROVIDED HOWEVER THAT this
paragraph (a) shall be deemed deleted in the event that any onerous condition
restriction and/or limitation aforesaid has existed for a period exceeding six
months in the five year period preceding the Review Date;


(b)                                no work has been carried out to the Premises which
has diminished their rental value (otherwise than work carried out in
pursuance of any obligations to the Landlord or where pursuant to a statutory
obligation);



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(c)                                 in
case the Building or any part of it has been destroyed or damaged by an Insured
Risk it has been fully restored;


(d)                                the Premises have been completed at the cost of the
Landlord in accordance with the drawings and specification described in the
Reinstatement Specification;


but
disregarding any effect on rent of:


(i)                                    the fact that the Tenant or any underlessee or other
permitted occupier or their respective predecessors in title has been or is in
occupation of the Premises or any other premises in the Building;


(ii)                                 any goodwill attached to the Premises by the carrying
on in them of the business of the Tenant or any underlessee or their respective
predecessors in title or other permitted occupier;


(iii)                              (without prejudice to paragraphs 1(1)(b) 1(1)(c) of
this schedule) any works carried out to the Premises or the Building during or
prior to the Term by the Tenant or any permitted underlessee in either case at
its own expense otherwise than in pursuance of any obligation to the Landlord (except
any contained in a licence to alter (if necessary) granted by the Landlord or in
compliance with statutory requirements);


(iv)                              the fact that the Tenant has the benefit of a rent
free period for fitting out.


(2)                                           “Review Surveyor” means an independent chartered surveyor appointed
pursuant to paragraph 4(1) of this schedule and if to be nominated by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors the said President to be requested to nominate an
independent chartered surveyor having not less than ten years practice in the
City of London next before the date of his appointment and recent substantial
experience in the letting and valuation of office premises of a similar
character and quality to those of the Premises and who is a Partner or director
of a leading firm or company of surveyors having specialist market and
valuation knowledge of such premises.


2.                                      The yearly rent first reserved and payable from the
Review Date until the expiry of the Term shall be the higher of:


(1)                                          the Initial Rent (ignoring for this purpose any rent
cesser pursuant to clause 7.5); and


(2)                                           the Review Rent.


3.                                      If the Landlord and the Tenant shall not have agreed
the Review Rent by the Review Date it shall (without prejudice to the ability
of the Landlord and the Tenant to agree it at any time) be assessed as follows:


(1)                                           the Review Surveyor shall (in the case of agreement
about his appointment) be forthwith appointed by the Landlord or the Tenant to
assess the Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of the
President for the time being of The



 42
 






 



Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;


(2)                                           unless the Landlord and the Tenant agree that the
Review Surveyor shall act as an expert (which after the appointment has been
made they may not do save with the consent also of the Review Surveyor) he
shall act as an arbitrator and the arbitration shall be conducted in accordance
with the Arbitration Act 1996;


(3)                                           If the Review Surveyor is appointed as an expert he
shall be required to give notice to the Landlord and the Tenant inviting each
of them to submit to him within such time limits as he shall stipulate a
proposal for the Review Rent supported (if so desired by the Landlord or the
Tenant) by any or all of:


(i)                             a statement of reasons;


(ii)                          a professional rental valuation and (separately and
later);


(iii)                       submissions in respect of each other’s statement of
reasons and valuation


but he shall not be bound thereby
and shall make the determination in accordance with his own judgment (including
any determination concerning any party’s liability for the costs of the
reference to him) save in respect of points of law.


(4)                                           If the Review Surveyor whether appointed as
arbitrator or expert refuses to act or is or becomes incapable of acting or
dies the Landlord or the Tenant may apply to the President for the further
appointment of another Review  Surveyor.


4.                                      If the Review Rent has not been agreed or assessed by
the Review Date the Tenant shall:


(1)                                           continue to pay the Initial Rent on account; and


(2)                                           pay the Landlord within fourteen days after the agreement or assessment of the Review Rent
the amount (if any) by which the Review Rent for the period commencing on the
Review Date and ending on the quarter day following the date of payment exceeds
the Initial Rent held on account for the same period plus interest at three per
cent below the Interest Rate for each instalment of rent due on and after the
Review Date on the difference between what would have been paid on that rent
day had the Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the date of payment of the shortfall).


5.                          If any Enactment restricts the right to review rent
or to recover an increase in rent otherwise payable then when the restriction
is released the Landlord may at any time within six months after the date of
release give to the Tenant not less than one month’s written notice requiring an additional rent review as at the
next following quarter day.


SCHEDULE 5


(The Service Charge)


1.                                     In this schedule:


“Accounting Period”
means the period from and
including 1st January to and including 31st December in a year or such
other period of twelve months as the Management



 43
 






 



Company shall reasonably determine from time to time
and notified to the Tenant in writing


“Expert” means an independent chartered surveyor experienced
in the administration and apportionment of service charges for buildings
similar to the Building as agreed upon by the Management Company and the Tenant
or on failure to agree appointed at the request of either party by the
President Provided that where an Expert has previously been agreed or appointed
in relation to any matter in connection with the Service Cost or the allocation
of the Service Cost between the tenants of the Building (whether or not
pursuant to the terms of this Underlease) the Management Company or the Tenant
shall be entitled if reasonable to require that the same Expert be appointed


“Interim Sum” means a yearly sum assessed by the Management Company
acting reasonably on account of the Service Charge for each Accounting Period
being a fair and reasonable estimate of the Service Charge payable by the
Tenant in respect of that Accounting Period


“President” means the president for the time being of the Royal
Institution of Chartered Surveyors or the next most senior officer willing to
act


“Reserve” means the total of the amounts received by the
Management Company in respect of the matters referred to in paragraph 2.2
of this schedule


“Service Charge” means the proportion or proportions of the Service
Cost attributable to the Premises determined in accordance with the provisions
of this schedule payable from the date hereof


“Service Charge
Certificate” means a
certificate showing the Service Cost and Service Charge for each
Accounting Period served pursuant to paragraph 5 of this schedule and prepared
by an independent suitably qualified accountant appointed by the Management
Company


“Service Cost” means the total sum calculated in accordance with
paragraph 2 of this schedule


2.                                     The Service Cost shall be the total of:


2.1                                 the reasonable cost properly incurred by the
Management Company in any Accounting Period in reasonably and properly carrying out or procuring the carrying out of the
Services and providing each item of the Services including (without prejudice
to the generality of the foregoing) the costs and expenses set out in Part II
of schedule 6 (insofar as the same are reasonable and properly incurred)
in any such case in the interests of good estate management but excluding for the avoidance of doubt


2.1.1                                any costs attributable to the provision of any of the
Services outside Normal Business Hours at the specific request of the Tenant
(which shall be charged direct to the Tenant) or of any other tenant or tenants
of the Building and


2.1.2                                any Value Added Tax which the Management Company may
incur of and incidental to the provision of the Services and which is
recoverable as input tax by the Management Company



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2.1.3                                 any cost or expense incurred in making good any
damage caused by any of the Insured Risks


2.1.4                                any
costs or expenses incurred relating to the works to the ground floor reception
area, lift cars and renewal of the smoke detection systems in the Building that
were carried out or are being carried out at the date of this lease


2.1.5                                any
costs or expenses (or increased costs and expenses) relating to any Lettable
Unit within the Building which are the direct responsibility of or are properly
recoverable by the Landlord by way of Service Charge from any tenant of such
space or in the case of  unlet space or
space occupied by the Landlord or any group company or any licensee or invitee
of the Landlord other than for the proper management of the Building that would
be the responsibility of or so recoverable had the same been let on a lease on
similar terms to this lease


2.1.6                                any
costs (or increased costs) relating to works done to the Building or any
Lettable Unit or the Service Media or the Landlord’s Services Equipment to
induce another tenant or prospective tenant of any Lettable Unit to take a
lease of any part of the Building


2.1.7                                any
costs (or increased costs) attributable to contemplating pursuing or enforcing
any remedies of the landlord or the Management Company against any other
tenants or occupiers of the Building


2.1.8                                any
marketing costs for the Building


2.1.9                                any
costs of the Landlord relating to any dealings with matters of title relating
to its reversionary interest


2.1.10                          any
costs or expenses incurred in relation to the collection of arrears of rent
service charge and other monies from the other tenants or occupiers of the
Building


2.2                                an amount (to be revised annually by the Management
Company at its reasonable discretion to
be charged in any Accounting Period as a contribution to the establishment and
maintenance of a reserve towards the estimated cost to the Management Company
of the provision of the Services such amount to be ascertained on the
assumption (inter alia) that the cost of replacement of items of plant
machinery equipment and other capital items is calculated on such life
expectancy of the said items as the Management Company may from time to time
reasonably determine to the intent that a fund be accumulated sufficient to
cover the cost of replacement of the said items by the end of their
anticipated life such amounts (together with accrued interest) to be held on
trust for the Tenant for application in accordance with the terms of this lease
in a separate designated interest bearing bank account with interest to accrue
to that account provided that:-


2.2.1                                 Upon disposal by the
Landlord of its reversionary interest in the Building the Landlord shall
transfer such deposit account and the balance of the Reserve to its successors
in title to such reversionary interest; and



 45
 






 



 


2.2.2                                 the Landlord shall
provide the Tenant (at the Tenant’s request) with a statement of the total
amount standing to credit of such bank account at the time of the request


PROVIDED FURTHER THAT nothing herein contained shall oblige the Management
Company to maintain the Reserve or a reserve sufficient to cover the whole of
the cost of replacement of any plant machinery equipment or other capital items
and provided further that any expenditure on any items in respect of which any
sums shall have been included in the Reserve during an Accounting Year shall at
the Management Company’s reasonable discretion as to the amount thereof if any
be met out of the Reserve AND PROVIDED THAT in
respect of any costs or expenses not incurred exclusively in connection with
the provision or carrying out of the Services a fair proportion only of such
costs and expenses shall be included in the Service Cost


3.


3.1                                The Service Charge payable by the Tenant for any
Accounting Period shall be a fair and proper proportion of the Service
Cost attributable to the Premises from time to time as properly determined by a
suitably qualified surveyor or auditor appointed by the Management Company
(acting as expert) (and so in proportion for
any Accounting Period not falling wholly within the Term the Service Cost in
any such case being deemed to accrue on a day to day basis for the purpose of
apportionment)


3.2                                If at any time and from time to time during the Term
the method or basis of calculating or ascertaining the cost of any item of the
Services shall alter or the basis of calculating or ascertaining the Service
Cost in relation to any item of the Services shall change and as a result it is
reasonable in the interests of good estate management that there be a
variation of the calculation of the Service Charge in order to achieve a fairer
and better apportionment of the Service Cost amongst the tenants of the
Building then and in every such case a suitably qualified surveyor or
accountant appointed by the Management Company (acting as expert) may vary and
amend the Service Charge and make appropriate
adjustments thereto provided always that in the event of any dispute between
the Management Company and the Tenant and the other tenants of the Building or
any of them the same shall be referred to the Expert for determination (the
Expert to act as an expert and not as an arbitrator) whose decision shall save
in the case of manifest error or gross negligence be binding on the parties
(including his decisions as to the responsibility for his costs)


3.3                                The fair proportion to be determined by the Management
Company in paragraph 3.1 above shall be determined on the basis that all
accommodation within the Building let or occupied or designed contracted or
adapted for letting or occupation (other than management accommodation) is
fully let on terms which include service charge provisions consistent with the
service charge provisions contained in this lease (save where otherwise specified
herein) and such proportion shall not be increased or altered by reason of the
fact that at any time any part of such accommodation may be vacant or that any
tenant or other occupier of any other part of the Building may default in
payment of its due proportion of the Service Cost


4.


4.1                                The Tenant shall pay to the Management Company the Interim Sum without
deduction by equal quarterly instalments in advance on the usual quarter days (provided
written notice



 46
 






 



of the Interim Sum has been provided the Tenant in accordance with
paragraph 4.5 of this Schedule) the first payment to be made on the date hereof
for the period from the date hereof to the next quarter day


4.2                                The Management Company shall be entitled to require as part of the Interim
Sum payments in advance on account of the cost of the consumption of and supply
charges in respect of electricity consumed within the Premises (save for any
amounts which are invoiced directly by London Electricity plc or
relevant electricity provider to the Tenant) such sums not to exceed a fair and proper estimate of amounts reasonably
anticipated by the Management Company as falling due within the next quarter


4.3                                If the Tenant consistently requests the provision of any of the Services
outside Normal Business Hours the Management Company shall be entitled in
addition to require the Tenant to pay along with payments of the Interim Sum a
fair and proper estimate of amounts likely to be payable by the Tenant in the
next quarter on account of such Services in accordance with the terms of this
lease


4.4                                The Interim Sum for the Premises for the Accounting Period beginning on 1st
January [      ] and ending 31st December
[      ] shall be £[            ] exclusive of VAT


4.5                                Either before or as soon as practicable after the commencement of every
Accounting Period the Management Company shall serve or cause to be served on
the Tenant written notice of the Interim Sum for the relevant Accounting Period


5.


5.1                                As soon as practicable after the expiry of every
Accounting Period (and in any event within 4 months after such expiry) the
Management Company shall serve or cause to be served a Service Charge
Certificate on the Tenant for the relevant Accounting Period


5.2                                A Service Charge Certificate shall contain a summary
of the Service Cost in respect of the Accounting Period to which it relates and
the relevant calculations showing the Service Charge


5.3                                The Tenant may request further details of the
breakdown of the expenditure under any particular item or items shown in a
Service Charge Certificate by giving notice thereof in writing to the
Management Company within six months of
the date of service on the Tenant of the relevant Service Charge Certificate
and upon receipt of such a notice the Management Company shall furnish to the Tenant
all such relevant details in its possession or control or which can reasonably
be obtained by it as relate to the expenditure under the item or items in
question at the cost of the Tenant PROVIDED
ALWAYS that notwithstanding the
giving of any such notice the Tenant shall nevertheless pay all Interim Sums
and Service Charges as and when they fall due or as may be underpaid from time
to time (but without prejudice to any challenge claim or dispute that the
Tenant may have made or may make in the future in respect of its Service Charge
liability or otherwise)


6.                                     Within fourteen days after the service on the Tenant
of a Service Charge Certificate showing that the Service Charge for any
Accounting Period exceeds the Interim Sum for that Accounting Period with
a demand for such excess and a valid VAT invoice the Tenant shall (without prejudice to any challenge claim or dispute as
aforesaid) pay to the Management Company or as it shall direct a sum equal to
the amount by which the Service Charge exceeds the Interim Sum provided that
and the Tenant hereby acknowledges that if



 47
 






 



there
shall be any such excess in respect of the Accounting Period the amount of such
excess shall be a debt due from the Tenant to the Management Company and in the
event that such excess is not received by the Management Company within 14 days
of the due dates for payment it shall
attract interest at the Interest Rate calculated for the period commencing on
the due date for payment and ending on the date the sum is subsequently
received by the Management Company notwithstanding that the Term may have
expired or been determined before the service by or on behalf of the Management
Company of the relevant Service Charge Certificate


7.                                     If in any Accounting Period the Service Charge is
less than the Interim Sum for that Accounting Period a sum equal to the amount
which the Interim Sum exceeds the Service Charge shall be accumulated by the
Management Company and shall be applied in or towards the Service Charge for
the next following Accounting Period or Accounting Periods or at or after the
end of the Term repaid to the Tenant within 14 days after preparation of the
Service Charge Certificate


8.                                     Unless challenged by the Tenant pursuant to the
provisions of paragraph 9 of this schedule every notice certificate calculation
determination or assessment properly made by or on behalf of the Management Company referred to in this schedule
shall (save in the case of manifest error or gross negligence) be conclusive
and binding upon the parties hereto


9.                                     The Tenant (acting reasonably) may at any time within
six months after the submission of a Service Charge Certificate challenge it on
any reasonable ground (including without limitation on the ground that the
Service Charge therein stated exceeds the Service Charge which should have been
payable had the provisions of this lease been properly adhered to) PROVIDED THAT the Tenant gives notice with
full particulars of its ground of alleged challenge and in any such case:


9.1                                 any sum due to or payable by the Management
Company pursuant to paragraphs 6 and 7 above shall (save in manifest error)
still be paid or allowed pending resolution of
the Tenant’s challenge as if the Service Charge Certificate were correct


9.2                                 the Management Company and the Tenant shall endeavour
to resolve the relevant issue but if they cannot do so the issue in dispute
shall be referred to the Expert (acting as an expert and not an arbitrator)
whose decision shall save in the case of manifest error be binding on the
parties (including his decision as to the responsibility for his costs)


9.3                                 such adjustments to the Service Charge Certificate as
may be required to be made in consequence of the resolution of the dispute
shall be paid as soon as reasonably practicable after such resolution and any
sum due to or payable by the Management Company shall then be paid or allowed
(as the case may be) immediately


10.                              All sums obtained from the Tenant and any other
tenants or occupiers of the Building towards the Service Cost and sums
collected in respect of the Reserve shall each be placed in separate interest
bearing designated deposit accounts to be applied only towards the cost of
providing the Services and all interest accrued on such deposit account shall
be credited (net of tax) to the account



 48
 






 



 


11.                              The Management Company will account to the Landlord
as soon as practicable following expiry of each Accounting Period for that part
of the Service Charge which relates to costs directly incurred by the Landlord
and not by the Management Company including (but not limited to) the costs
referred to in paragraphs 5 7 8 9 and 12 of Part II of schedule 6


SCHEDULE 6


(Services)


PART I


1.                                     Inspecting maintaining repairing amending altering
and (where consistent with an obligation to repair) rebuilding and renewing and
where appropriate treating washing down painting and decorating all load
bearing and other structural parts of the Building and the relevant parts of it
described in paragraphs (ii) and (iii) of schedule 1


2.                                     Inspecting servicing maintaining operating and
repairing and (where consistent with an obligation to repair) renewing amending
overhauling and replacing the Landlord’s Services Equipment and all other
apparatus plant machinery and equipment within the Building (if any) from time
to time excluding any “stand alone” systems installed by the Tenant or any
other tenant or occupier of the Building


3.                                     Inspecting servicing maintaining operating repairing
cleansing emptying amending altering and (where consistent with an
obligation to repair) renewing overhauling and
replacing all Service Media


4.                                     Keeping the Common Parts and the car park within the
Building properly cleansed decorated treated maintained and lit to such
standard as the Management Company may from time to time consider adequate


5.                                     Providing such mechanical ventilation heating and (if
deemed desirable by the Management Company) cooling for such parts of the
Building and for such hours and times of the year (subject to clause 6) as the
Management Company shall in its reasonable discretion determine in
accordance with the principles of good estate management PROVIDED THAT in the event
that the Tenant installs (or the Previous Tenant has installed) plant and/or
duct work to cool the toilets of the ground to 13th floors of the Building then
such cooling shall be maintained at all times (unless otherwise requested by
the Tenant)


6.                                     Providing and maintaining at the Management Company’s
reasonable discretion any furniture architectural or ornamental features
or murals and any horticultural displays plants shrubs trees or garden area in
the Common Parts and maintaining the same in accordance with the principles of
good estate management


7.                                     Supplying whether by purchase or hire and maintaining
repairing servicing and keeping in good and serviceable order and condition
(and where consistent with an obligation to repair) renewing and replacing all
fixtures and receptacles appliances materials equipment plant and other things
which the Management Company may reasonably deem desirable or necessary for the
maintenance appearance upkeep or cleanliness of the Building or any part of it
or otherwise in connection with the provision of the Services in accordance
with the principles of good estate management



 49
 






 



 


8.                                     Cleaning as frequently as the Management Company
shall in its reasonable discretion consider adequate in accordance with the
principles of good estate management the exterior and interior of all window
glazing and window frames and other fenestration units in the Common Parts and
the outside of the window glazing referred to in paragraph (iii) of schedule 1
and the maintenance cleansing repair inspection and (where reasonably necessary
in the course of repair) renewal or replacement of all window cleaning) cradles
carriageways and runways


9.                                     Providing a security service to the Common Parts and
the car park within the Building including where appropriate in the Management
Company’s reasonable and proper judgment in accordance with the
principles of good estate management closed circuit television and/or other plant
and equipment for the purpose of surveillance and supervision of users of the
Building


10.                              Disposing of refuse from the Building (including
collecting and compacting or otherwise treating or packaging as the Management
Company thinks fit such refuse and if necessary pest control) and the provision
repair maintenance and renewal of any plant and equipment in connection
therewith


11.                              Maintaining an adequate supply of hot and cold
water and supplying washing and toilet requisites in the lavatory accommodation
in the Building which the Tenant has a right to use under this lease and
cleaning the same as frequently and to a standard appropriate to a high class
office


12.                              Such rodent or other pest control in the Building as
the Management Company shall consider necessary or desirable in
accordance with the principles of good estate management


13.                              Providing one or more receptionists in the ground
floor entrance hall of the Building at all times


14.                              Providing and maintaining a signboard in the entrance
lobby of the building for the display of tenants’ names


15.                              Controlling so far as practicable traffic flow within
the car park in the Building and traffic and parking therein and for that
purpose to provide such working and mechanical systems as the Management Company
considers appropriate including wheel clamping immobilising and removal of vehicles
in accordance with the principles of good estate management


16.                              Providing and maintaining a post room facility for
the reception of mail to the Building


17.                              Complying with the obligations on the part of the
tenant contained in the Head Lease save for the payment of rent and
other than in relation to any Lettable Unit or where incurred in accordance
with the obligations on the part of the Landlord contained in clause 5.3 or
where the Landlord shall be in breach of its obligations under the Head Lease


18.                              Maintaining third party and public liability
insurance in such sum as shall be reasonably appropriate in the case of the
Building and such staff as may be employed.



 50
 






 



 


19.                              Complying with the obligations set out in clause 6


20.                              Any other services relating to the Building or any
part of it provided by the Management Company from time to time which shall be:


20.1                           reasonably capable of being enjoyed by the occupier
of the Premises or


20.2                           reasonably calculated to be for the benefit of the
Tenant and other tenants of the Building or


20.3                           appropriate for the maintenance upkeep or cleanliness
of the Building or


20.4                           otherwise in keeping with the principles of good
estate management


PROVIDED ALWAYS that


(i)                                     Where in this schedule there are references to
matters or things which are then stated to include certain particular matters
or things which are not also stated to be without prejudice to the generality
of the wording preceding it nevertheless the reference to the particular
matters or things shall be deemed to be and in each case shall be without
prejudice to the generality of the wording preceding it


(ii)                                  Without
prejudice to the Tenant’s rights under schedule 2, the Management Company shall
have the right to cease or to procure the cessation of the provision of or add
to or procure the addition to any item of Services matter or thing specified in
this schedule if the Management Company shall having regard to the principles
of good estate management reasonably deem it desirable or expedient so to do
but before so doing the Management Company shall notify all the tenants in the
Building Provided that the Tenant’s use and enjoyment of the Premises shall not
be materially adversely affected thereby


(iv)                              The Management Company or the managing agents may
temporarily withdraw any item of Services matter or thing specified in this
schedule if in their reasonable opinion such withdrawal is in the interest of
good estate management PROVIDED THAT
the Tenant’s use and enjoyment of the Premises shall not be materially
adversely affected thereby PROVIDED FURTHER
THAT the Management Company shall use its reasonable endeavours to
minimise any disruption or inconvenience to the Tenant


PART II


1.                                     All fees and disbursements of any individual or firm
or company employed or retained by or on behalf of the Management Company or
its agents (including without limitation managing agents fees) for or in
connection with:


1.1                                 any surveying or accounting functions for the
Building and


1.2                                 the performance of the Services or any of them and
any other duties in or about the Building or any part of it relating to the
general management administration security maintenance protection and
cleanliness of the Building


2.                                     The reasonable and proper fees of the
Management Company having regard to open market rates from time to time for any of the Services or for the functions and
duties



 51
 






 



referred
to in paragraph 1 of this Part of this schedule which shall be undertaken by
the Management Company and not by a third party


3.                                     The cost (in addition to any fees referred to in
paragraph 2 and where the context permits paragraph 1 of this Part of this
schedule) of employing (whether by the Management Company or any managing
agents or any other individual or firm or company) such staff as the Management
Company may in its reasonable discretion consider appropriate in
accordance with the principles of good estate management for the performance of
the Services and the functions and duties referred to in paragraph 1 of this Part of this schedule and all other incidental
expenditure in relation to such employment including without prejudice to the
generality of the foregoing:


3.1                                 salaries wages pensions and pension contributions
benefits in kind and other emoluments and National Insurance and other
statutory contributions or levies


3.2                                 the provision of uniforms and working clothing


3.3                                 the provision of tools appliances cleaning and other
material fixtures fittings and other equipment for the proper performance of
their duties and a store for housing the same and


PROVIDED THAT where
under this lease the Management Company and persons employed or appointed by it
shall provide services to persons or premises other than the Building or the
tenants thereof then a fair and reasonable proportion of their costs only shall
be recoverable hereunder


4.                                     The cost of entering into any contracts for the
carrying out of all or any of the Services


5.                                     All rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall be charged
assessed or imposed on:


5.1                                 the whole of the Common Parts or any part of them


5.2                                 any residential accommodation provided for caretakers
and other staff employed in connection with the Building and any other premises
provided as referred to in paragraph 3(4) of this Part of this schedule


excluding
any tax payable by the Landlord as a direct result of any actual or implied
dealing with the reversion of any lease
or of the Landlord’s receipt of income


6.                                     The cost  of
the supply of water electricity gas oil and other fuel for the provision of the
Services (save where recovered through the Outside Normal Business Hours
or the Electricity Cost) and the cost of any
electricity generating monitoring metering and distribution plant machinery and
equipment in or on the Building


7.                                     The reasonable
and proper cost which the Landlord may be
called upon to pay as a contribution towards the expense of making repairing
maintaining rebuilding and cleansing any ways roads pavements or structures
Service Media or anything which may belong to or be used for the Building or
any part of it exclusively or in common with other neighbouring or adjoining
premises



 52
 






 



 


8.                                     The cost of taking all reasonable and proper
steps deemed desirable or expedient by the Landlord and/or the Management
Company in accordance with the principles of good estate management for
complying with or making representations against or otherwise contesting the
incidence of the provisions of any Enactment relating to or alleged to relate
to the Building or any part or it for which any tenant is not directly and
exclusively liable


9.                                     The
reasonable and proper cost to the Landlord and/or the Management Company in
accordance with the principles of good estate management of abating any
nuisance in respect of the Building or any part of it insofar as the same is
not the liability of any tenant


10.                              Any
interest and fees incurred in respect of money borrowed at commercially
competitive rates to finance the provision of the Services and the costs
referred to in this Part of this schedule or
any of them PROVIDED THAT
in the case of interest payable the Landlord shall have first applied against
such costs all payments or sums received by the Landlord by way of advance
payment from the Tenant or otherwise from other occupiers of the Building TOGETHER WITH an amount equal to that which
the Landlord is required to bear under paragraph 12 of Part I of this Schedule


11.                              Any VAT (or any tax of a similar nature which may be
substituted for or levied in addition to it) incurred by the Management Company
on any other amount comprised in the Service Cost save to the extent that the
Management Company obtains credit for such VAT incurred by the Management
Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
regulations made thereunder.


12.                              A reasonable notional rent for any management
accommodation reasonably and properly
provided within the Building to facilitate the provision of the Services


13.                              All
other costs properly incurred in connection with the provision of the Services


SCHEDULE 7


(Matters to which the demise is subject)


1.                                     The entries on the registers of Title Number
NGL272172 as at the date hereof in so far as they affect the Premises


2.                                     Agreement dated 24 November 1995 between The
Prudential Assurance Company Limited (1) 99 Bishopsgate Limited (2) The
Scottish Amicable Life Assurance Society (3)



 53
 






 



 


	
  EXECUTED as a DEED by 99
  BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 1) LIMITED acting by two directors/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 2) LIMITED acting by two director/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  MANAGEMENT LIMITED acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by HAMMERSON

  	
  )

  	
   

  
	
  U.K. PROPERTIES PLC acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					




 54
 






 



 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL (UK) LIMITED acting 

  	
  )

  	
   

  
	
  by two directors/a director and the company

  	
  )

  	
   

  
	
  secretary

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL, INC. acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 



 55














 





HS
Draft 2: 20.10.2006


................................
2007


99
BISHOPSGATE (NO. 1) LIMITED


and


99
BISHOPSGATE (NO. 2) LIMITED


and


99
BISHOPSGATE MANAGEMENT LIMITED


and


HAMMERSON
U.K. PROPERTIES PLC


and


CRA
INTERNATIONAL (UK) LIMITED


and


CRA
INTERNATIONAL, INC.


UNDERLEASE


of


26th Floor at 99 Bishopsgate London EC2


Herbert Smith LLP



 1
 






 



 


TABLE
OF CONTENTS


	
  Clause

  	
   

  	
  Headings

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  INTERPRETATION

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISE AND RENTS

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  TENANT’S COVENANTS

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  LANDLORD’S COVENANTS

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  PROVISION OF SERVICES

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
  THAT:

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  LANDLORD’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  TENANT’S GUARANTOR’S OBLIGATIONS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 THE PREMISES

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 EASEMENTS AND RIGHTS GRANTED

  	
   

  	
  36

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 EXCEPTIONS AND RESERVATIONS

  	
   

  	
  37

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 THE FIRST RESERVED RENT AND THE REVIEW
  THEREOF

  	
   

  	
  38

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 THE SERVICE CHARGE

  	
   

  	
  40

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 SERVICES

  	
   

  	
  45

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 MATTERS TO WHICH THE DEMISE IS SUBJECT

  	
   

  	
  49

  



 



 2
 






 



LAND
REGISTRY PRESCRIBED CLAUSES


	
  LR1. Date of lease

  	
                             2007

  
	
   

  	
   

  
	
  LR2.
  Title number(s)

  	
  LR2.1
  Landlord’s title number(s)



  NGL272172

  
	
   

  	
   

  
	
   

  	
  LR2.2
  Other title numbers



  None

  
	
   

  	
   

  
	
  LR3.
  Parties to this lease

  	
  Landlord

  

  99 BISHOPSGATE (NO.1) LIMITED (Co. Regn. No. 4123195) and
  99 BISHOPSGATE (NO.2) LIMITED (Co. Regn. No. 4122779 whose registered offices
  are at 10 Grosvenor Street London W1K 4BJ

  
	
   

  	
   

  
	
   

  	
  Landlord’s
  Guarantor

  

  HAMMERSON U.K. PROPERTIES PLC whose registered offices are
  at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No. 298351)

  
	
   

  	
   

  
	
   

  	
  Tenant

  

  CRA INTERNATIONAL (UK) LIMITEDwhose registered office is at St Helens 1 Undershaft London
  EC3A 8EE (Co. Regn. No. 04007726)



  Guarantor



  CRA INTERNATIONAL, INC.whose registered office is at John
  Hancock Tower, T-33, 200 Clarendon Street Boston MA 02116



  Management
  Company

   

  99 BISHOPSGATE
  MANAGEMENT LIMITED whose registered office is at 10 Grosvenor Street London
  W1K 4BJ (Co. Regn. No. 3071752)

  
	
   

  	
   

  
	
  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.



  As defined as the
  Demised Premises in the Particulars to this lease.

  



 



 3
 






 



 


	
  LR5. Prescribed statements etc.

  	
  None

  
	
   

  	
   

  
	
  LR6.
  Term for which the Property is leased

  	
  The term as specified
  in clause 1 of this lease and defined as “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



  The covenant specified
  in clause 4.15 of this lease

  
	
   

  	
   

  
	
   

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



  The right specified in
  clause 4.15 of this lease

  
	
   

  	
   

  
	
  LR10.
  Restrictive covenants given in this lease

  by the Landlord in respect of land other than

  the Property

  	
  None

  
	
   

  	
   

  
	
  LR11.
  Easements

  	
  LR11.1
  Easements granted by this lease for the benefit of the Property



  The easements as
  specified in Schedule 2 to this lease



  LR11.2
  Easements granted or reserved by this lease over the Property for the benefit
  of other property



  The easements as
  specified in Schedule 3 to this lease.

  
	
   

  	
   

  
	
  LR12.
  Estate rent charge burdening the property.

  	
  None

  
	
   

  	
   

  
	
  LR13.
  Application for standard form of restriction

  	
  None

  
	
   

  	
   

  
	
  LR14.
  Declaration of trust where there is more than one person comprising the
  Tenant

  	
   

  



 



 4
 






 



 


LEASE PARTICULARS


	
  1.

  	
   

  	
  DATE

  	
   

  	
   

  	
  2007

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THIS LEASE IS AND IS INTENDED TO BE DELIVERED ON
  THE DATE FIRST ABOVE WRITTEN

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  PARTIES

  	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  LANDLORD

  	
   

  	
  :

  	
  99 Bishopsgate (No. 1) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  99 Bishopsgate (No. 2) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  MANAGEMENT COMPANY

  	
   

  	
  :

  	
  99 Bishopsgate Management Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  LANDLORD’S GUARANTOR

  	
   

  	
  :

  	
  Hammerson U.K. Properties plc

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  TENANT

  	
   

  	
  :

  	
  CRA International (UK) Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  TENANT’S GUARANTOR:

  	
   

  	
  :

  	
  CRA International, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  DEMISED PREMISES

  	
   

  	
  :

  	
  ALL THOSE premises
  on the 26th floor of the Building shown edged red on
  Plan 1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  BUILDING

  	
   

  	
  :

  	
  99 Bishopsgate London EC2 shown edged red on Plan 2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  CONTRACTUAL TERM AND TERM COMMENCEMENT AND
  EXPIRY DATES

  	
   

  	
  :

  	
  Commencing on the date hereof and expiring on 2
  October 2016

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  INITIAL RENT

  	
   

  	
  :

  	
  Six Hundred and Ten Thousand Five Hundred and Thirty
  Five Pounds (£610,535) per annum exclusive of VAT subject to review in the
  manner set out in Schedule 4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  RENT COMMENCEMENT DATE

  	
   

  	
  :

  	
  1 October 2007

  



 



 5














 


 


THIS  UNDERLEASE made the         
day of                                                        
2007


BETWEEN:


(1)                                 99 BISHOPSGATE (NO. 1)
LIMITED whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4123195) and 99 BISHOPSGATE (NO. 2) LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
4122779) (together the “Landlord”)


(2)                                 99 BISHOPSGATE
MANAGEMENT LIMITED
whose registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
3071752) (the “Management Company”)


(3)                                 HAMMERSON U.K.
PROPERTIES PLC whose
registered office is at 10 Grosvenor Street London W1K 4BJ (Co. Regn. No.
298351) (the “Landlord’s Guarantor”)


(4)                                 CRA INTERNATIONAL (UK)
LIMITED whose
registered office is at St Helens 1 Undershaft London EC3A 8EE (Co. Regn. No.
04007726) (the “Tenant”)


(5)                                 CRA INTERNATIONAL, INC.
whose registered office
is at John Hancock Tower, T-33, 200 Clarendon Street, Boston MA 02116
whose address for service in the United Kingdom for the purposes of this lease
is at St Helens 1 Undershaft London EC3A 8EE or such other address as advised
in writing from time to time (“Tenant’s
Guarantor”)


WITNESSES
as follows:


1.                                     DEFINITIONS


In this lease the following expressions have the
respective specified meanings (subject to any particular interpretation
required by clause 2):


“Acts of Terrorism” means
any act or omission of any person acting on behalf of or in connection with any
organisation which carries out activities directed towards overthrowing or
influencing by force or violence Her Majesty’s Government in the United Kingdom
or any other government de jure or de facto or as shall otherwise fall within
the definition of “terrorism” or “terrorist risk” normally used by insurance
companies in the insurance market


“Building” means
the land (of which the Premises form part) having a frontage to the west side
of Bishopsgate and a return frontage to the south side of Wormwood Street and
all buildings fixtures and other structures whatsoever (including Landlord’s Services
Equipment) from time to time thereon and the appurtenances thereof which land
(together with the building now erected thereon) is known as 99 Bishopsgate
London EC2 and shown verged by a red line on Plan 2


“Common  Parts” means all parts of the Building
which are from time to time intended for the common use and enjoyment of the
tenants and occupiers of the Building and persons claiming through or under
them (whether or not other parties are also entitled to use and enjoy the same)
and which are not let to any occupational tenant and are not designed for
exclusive beneficial use and occupation (or designated for exclusive use and
occupation by the Landlord) and including without prejudice to the generality
of the foregoing the pedestrian ways circulation areas lobby entrance halls
reception areas lifts including goods lifts lift shafts fire escapes landings
staircases passages forecourts car park



 1
 






 



post rooms service areas landscaped areas plant rooms
management suites and any other areas which are from time to time during the
Term reasonably provided by the Landlord for common use by or benefit of the
tenants and occupiers of the Building


“Development” has
the meaning ascribed to that expression by Planning Law


“Electricity Cost” means
the actual cost charged to the Landlord (without any mark up) of the provision
of electricity to the Premises (but not the Common Parts) after the date hereof
for consumption by the Tenant in accordance with the Landlord’s covenant
contained at clause 5.4 being a fair and proper proportion as reasonably and
properly determined by the Landlord of the total cost of the provision of
electricity to the Building as a whole (including the provision of any security
for the supply of electricity to the Building which may from time to time be
required by the relevant undertaker responsible for the supply of electricity
chosen by the Landlord) which proportion shall so far as practicable be
calculated and established using readings taken in such manner and at such
times as the Landlord shall from time to time reasonably and properly determine
of the check meters relating to the Premises from time to time installed but
otherwise shall be determined in such manner as the Landlord shall  in its reasonable discretion consider to be
fair and reasonable in all the circumstances Provided that the Landlord shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Electricity Cost and of the details of
its calculations


“Enactment” means
every Act of Parliament directive and regulation now or hereafter to be enacted
or made and all subordinate legislation whatsoever deriving validity therefrom


“Head Lease” means
the lease under which the Landlord holds the Premises dated 29th September 1975
made between The Prudential Assurance Company Limited (1) and Bishopsgate
Developments Limited (2) as varied by the Licence for Alterations and Deed of
Variation dated 24th March 2000 between (1) The Prudential Assurance Company
Limited and (2) 99 Bishopsgate Limited and the Deed of Variation dated 14th
April 2000 between (1) The Prudential Assurance Company Limited and (2) 99
Bishopsgate Limited and the Lease dated 14th April 2000 between (1) The
Prudential Assurance Company Limited and (2) 99 Bishopsgate Limited and “Superior Landlord” means the person for
the time being entitled to the reversion immediately expectant on the term
granted by the Head Lease and every other person having an interest in
reversion to that term


“Group Company”
means a company which is either the holding company of the Tenant or a wholly
owned subsidiary of the Tenant or the Tenant’s holding company (as both
expressions are defined in Section 736 Companies Act 1985)


“Insurance Cost” means
in respect of any period for which the same is required  to be calculated the aggregate of the amount
which the Landlord shall have reasonably and properly expended:


(a)                                 in
effecting and maintaining insurance against the occurrence of the Insured Risks
in relation to the Building in such sum as in the Landlord’s reasonable opinion
represents its then full current replacement cost (having taken advice from
insurance experts and making such advice available to the Tenant when
requested) with such allowance as the Landlord (having taken advice from
insurance experts as aforesaid) from time to time reasonably and properly
considers appropriate in respect of related liabilities and expenses (including
without limitation liability to pay any fees or charges on the submission of an
application for planning permission and costs which might be incurred in



 2
 






 



complying with any Enactment in carrying out any
replacement work and sums in respect of architects’ engineers’ and quantity
surveyors’ and other professional fees and incidental expenses incurred in relation
to any works of debris removal and of replacement and all irrecoverable VAT)
and


(b)                                in
effecting and maintaining any insurance relating to  property owners’ liability and  employer’s liability of the Landlord in
relation to the Building and anything done therein and


(c)                                 in
professional fees reasonably and properly incurred relating to insurance
including reasonable and proper fees for insurance valuations carried out at
reasonable intervals (but not more often than once in any 12 month period) and
all reasonable and proper fees and expenses payable to the Landlord’s advisers
in connection with effecting and maintaining insurance policies and claims AND


(d)                                equivalent
to the total of all standard and reasonable excess sums which the insurers are
not liable to pay out on any insurance claim in respect of the Building and
which the Landlord or the Management Company 
have expended in replacing the damaged or destroyed parts of the
Building


“Insurance
Rent” means in respect of any
period for which the same is required to be calculated the aggregate of:


(a)                                 a
fair and reasonable proportion attributable to the Premises as reasonably  determined by the Landlord of the Insurance
Cost for the relevant period


(b)                                the
amount which the Landlord shall reasonably and properly expend in effecting and
maintaining insurance against up to six years’ loss of the rents first  hereinafter reserved  having regard to potential increases of rent
in accordance with schedule 4 which might reasonably be expected to accrue and
with any addition to the amount insured as the Landlord may decide in respect
of irrecoverable VAT


(c)                                 (without
prejudice to all other provisions of this lease relating to the use of the
Premises and the vitiation of any policy of insurance) any amount which the
Landlord shall expend in paying all additional premiums and loadings on any
policy or policies of insurance required to be paid as a result of anything
done or omitted by the Tenant and


(d)                                any
tax charged on any premium for any such insurance


“Insured  Risks” means loss damage or destruction
whether total or partial caused by Acts of Terrorism fire lightning explosion
riot civil commotion strikes labour and political disturbances and malicious
damage aircraft and aerial devices (other than hostile aircraft and devices)
and articles dropped from them storm tempest flood bursting or overflowing of
water tanks and pipes impact earthquake and accidental damage to underground
water oil and gas pipes or electricity wires and cables subsidence ground slip
and heave and such other risks or perils against the occurrence of which the
Landlord or any Superior Landlord are obliged to insure or which the Landlord
may from time to time reasonably  deem it
desirable to insure subject to such exclusions and limitations as are from time
to time imposed by the insurers in the market generally and subject also to the
exclusion of such of the risks specifically hereinbefore mentioned as the
Landlord may reasonably decide (after



 3
 






 



 


consultation with the Tenant) where insurance cover in
respect of the risk in question is not for the time being available in the
London insurance market on reasonable terms


“Interest  Rate” means a yearly rate of three per cent
(3%) above either the base rate of Barclays Bank plc or such other bank (being
for the time being generally recognised as a clearing bank in the London
market) as the Landlord may from time to time nominate or if the base rate
cannot be ascertained then above such other rate as the Landlord may reasonably
specify (and so that whenever there is reference in this lease to the payment
of interest at the Interest Rate such interest shall be calculated on a daily
basis)


“Landlord’s Services Equipment” means
all the plant machinery and equipment (with associated Service Media) within or
serving the Building from time to time (whether or not within the Premises or
other premises let or intended to be let by the Landlord) comprising or used in
connection with the following systems (to the extent specified in the following
paragraphs of this definition):


(i)                                     the
whole of the sprinkler system within the Building (including sprinkler heads)


(ii)                                  the
whole of the fire detection and fire alarm systems


(iii)                               the
whole of the permanent fire fighting systems (but excluding portable fire
extinguishers or other fire equipment installed by the Tenant or other tenants
of the Building)


(iv)                              the
whole of the chilled water system


(v)                                 the
whole of the building management system (including the building security
system) installed by the Landlord


(vi)                              the
central electrical supply system from the mains supply into the Building so far
as (and including) the electrical riser busbars connecting to the distribution
boards at each level in the Building which is let or intended to be let by the
Landlord


(vii)                           the whole
of the air handling system and the electricity supply and control systems for
the same


(viii)                        the
standby generators and associated cabling wiring and duct work


but excluding in each case any “stand alone” or
additional systems installed by the Tenant or any other tenant or occupier of
the Building


“Lettable  Unit” means any unit of accommodation
forming part of the Building which is designed for separate occupation or any
part of the Building designated for separate occupation by the Landlord


“Level 24 Lease”
has the same meaning ascribed to it as in the agreement for lease dated
[                        ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (4);


“Level 25 Lease”
has the same meaning ascribed to it as is the agreement for lease dated
[                     ]
and made between the Landlord (1) the Management Company (2) the Landlord’s
Guarantor (3) the Tenant (4) and the Tenant’s Guarantor (5);



 4
 






 



 


“Minor Works” means:


(a)                                  the
repositioning of light fittings within the suspended ceilings


(b)                                 the
provision of power outlet boxes (including all necessary wiring and tile
cutting)


(c)                                  the
repositioning of power outlet boxes and cut tiles within the raised floor
system


(d)                                 fixing
of picture frames or decorative panels to the core walls


“Net Internal Area” has
the meaning ascribed to that expression by the Code of Measuring Practice -
Fifth Edition (RICS/ISVA) (or if there shall be no such edition or no such
expression for the time being the nearest equivalent thereto) less an area of
100 sq ft


“Normal  Business  Hours”
means 7.30 a.m. to 7.30 p.m. on Mondays to Fridays inclusive (except
bank and other public holidays) subject to adjustment at the discretion of the
Landlord from time to time PROVIDED THAT at no time shall the Normal Business
Hours be less than 8.30 a.m. to 6.30 p.m.


“Order” means the
Regulatory Reform (Business Tenancies) (England and Wales) Order 2003;


“Outside Normal Business Hours Charge”
means the whole of the proper cost to the Management Company of carrying out or
providing any of the Services at the request of the Tenant outside Normal
Business Hours (including without prejudice to the generality of the foregoing
costs and expenses in the nature of those set out in Part II of Schedule 6) or
in the event of any of the Services being carried out or provided outside
Normal Business Hours to the Tenant and any other tenant or tenants of the
Building a fair proportion thereof as reasonably and properly determined by the
Management Company or a qualified surveyor (acting as an expert) appointed or
employed by the Management Company Provided that the Management Company shall
provide to the Tenant on request all proper details (including relevant
invoices) of amounts falling within the Outside Normal Business Hours Charge
and of details of its calculations by the Management Company or such surveyor


“Permitted  Part” means any part or parts of the
Premises reasonably capable of separate occupation


“Permitted  Use” means use as offices for any purpose
within Class B1(a) (but not for any other purpose within that Use Class) of the
schedule to the Town and Country Planning (Use Classes) Order 1987


“Planning  Law” means every Enactment for the time
being in force relating to the use or development of land and buildings and
every planning permission statutory consent and agreement made under any
Enactment relating to the Building


“Plans” means the
plan annexed hereto


“Premises” means
the premises described in schedule 1 and all permitted additions alterations
and improvements made to them



 5














 


 












 



 


















 


“Public  Authority” means any Secretary of State and
any government department public local regulatory fire or any other authority
or institution having functions which extend to the Premises or their use and
occupation and any court of law and the companies or authorities responsible
for the supply of water gas and electricity or any of them and any of their
duly authorised officers


“Reinstatement Specification”
means the specification annexed hereto or in the event that materials listed in
the specification are not available from time to time or appropriate for use
then reference to such materials will be substituted by reference to materials
of not materially less quality which perform a similar function


“Review Date” means
24 June 2011


“Service Area” means
the areas at basement and sub-basement level of the Building comprising a
loading area, an area for refuse compactors, areas for the delivery and pick up
of goods and packages, the corridors giving access to the goods lift the post
room and access thereto from the public highway


“Services” means
the services and other matters specified in clause 6 and Part I of schedule 6


“Service  Media” means those parts of the Building
comprising gas water drainage electricity telephone telex signal and
telecommunications heating cooling ventilation air conditioning fire alarm and
other pipes drains sewers mains cables wires supply lines ducts conduits flues
and all other common conducting media plant appliances and apparatus for the
provision supply control and monitoring of services to or from the Building and
other common equipment in each case used or provided for the benefit of tenants
of the Building in common


“Term” means a term
of years commencing on the date of this lease and expiring on 2 October 2016
and includes any period of holding over or extension whether by any Enactment
or common law


“Uninsured Risks”
means an Act of Terrorism which is not an Insured Risk at the date of the
destruction or damage


“VAT” means Value
Added Tax as referred to in the Value Added Tax Act 1994 (or any tax of a
similar nature which may be substituted for or levied in addition to it)


“working day” means
any day on which clearing banks in the City of London are (or would be but for
a strike lock-out or other stoppage affecting particular banks or banks
generally) open for business (except Saturdays and Sundays)


2.                                     INTERPRETATION


2.1                                Words importing the
singular include the plural and vice versa and words importing one gender
include both other genders


2.2                                The
expressions “Landlord” “Landlord’s Guarantor” “Tenant” “Management Company” and
“Tenant’s Guarantor” wherever the context so admits include their respective
successors in title and assigns and where a party comprises more than one
person covenants and obligations of that party take effect as joint and several
covenants and obligations



 6
 






 



 


2.3                                A covenant by the
Landlord Tenant or Management Company not to do (or omit) any act or thing also
operates as a covenant not to permit or suffer it to be done (or omitted) and
to prevent (or as the case may be to require) it being done by the Tenant any
undertenant or any person at the Building with the authority (express or
implied) of the Tenant


2.4                                References in this
lease to:


2.4.1                                 any clause sub-clause
schedule or paragraph is a reference to the relevant clause sub-clause
schedule or paragraph of this lease and clause and schedule headings shall not
affect the construction of this lease


2.4.2                                 any right of (or
covenant to permit) the Landlord to enter the Premises shall also be construed
(always in accordance with the proviso to clause 4.9) as entitling the Landlord
to remain on the Premises with or without equipment but only for as short a
period as is reasonably necessary in all the circumstances and permitting such
right to be exercised by all persons authorised by the Landlord


2.4.3                                 any consent licence or
approval of the Landlord or words to similar effect mean a consent licence or
other approval in writing signed by or on behalf of the Landlord and given
before the act requiring consent licence or approval


2.4.4                                 the Premises (except
in clause 4.15) shall be construed as extending where the context permits to
any part of the Premises


2.4.5                                 a specific Enactment
includes every statutory modification consolidation and re-enactment and
statutory extension of it for the time being in force save in relation to
specific references to the Town and Country Planning (Use Classes) Order 1987
herein


2.4.6                                 the last year of the
Term includes the final year of the Term if it shall determine otherwise than
by effluxion of time and references to the expiry of the Term include such
other determination


2.4.7


(A)                             Where the context permits
rents or other sums being due from the Tenant to the Landlord or the Management
Company mean that they are exclusive of any VAT properly chargeable thereon and
the Landlord shall not be obliged to supply any VAT invoice until payment of
VAT is received by it


(B)                               Whenever the consent
licence or approval of the Landlord is required under this lease the relevant
provision shall be construed as also requiring (and any consent licence or
approval given by the Landlord shall be deemed subject to the need for) the
consent licence or approval of the Superior Landlord (for which the Landlord
shall apply expeditiously at the Tenant’s cost) but only where the same is
required under the Head Lease except that nothing in this lease or in any
consent licence or approval by the Landlord shall imply that the Superior
Landlord’s consent licence or approval will not be unreasonably withheld or
delayed


(C)                               References to any right
of (or covenant to permit) the Landlord to enter the Premises shall extend to
the Superior Landlord (but only where the



 7














 


99 BISHOPSGATE REINSTATEMENT SPECIFICATION


26TH FLOOR


1.0                               SUSPENDED CEILINGS


High quality polyester powder coated perforated metal ceiling planks
with 150mm wide trim strip at 3000mm centres, with a 40mm intermediate trim at
1500mm.


All planks lift out.  The light
fittings and diffusers are accommodated within matching plain tiles.


Tile perforation:  Micro-perforation with 10mm plain borders.


Finish:  RAL
9010 white, 20% gloss at 60 degrees.


Acoustic packing: 
An insulation material with a density of not less than
80 kg/m2 faced with a black glass fibre sheet fully
encapsulated, foil backed in a sealed and non - combustible envelope, with a
1mm zinc sheet backing.


2.0                               RAISED MODULAR FLOOR


A fully accessible,
medium grade, raised modular floor system with an average overall depth of
125mm.  The under floor space is cleaned,
clear of all tenant’s wiring and sealed.


Panel type:  Fully encapsulated, with a
particulate core with consistent exterior appearance.  Panel is supported by fully adjustable
pedestals adhered and fixed to the sub-floor.


Size:  600mm x 600mm.


Loading:
 The floor system
complies with the following working strengths :-


Concentrated load:  Not less than 4.5 kN over
300mm2 and not less than 3.0 kN over 25mm.


Uniformly distributed load:  Not less than 8.0 kN/m2.


General:  The floor system complies
with all aspects of the PSA Performance Specification for Raised Floors (MOB
PF2 / PS)


3.0                               BLINDS


High quality metal venetian blinds having 25mm
un-perforated slats, colour white RAL 9010, and weighted cord controls.


The blinds are purpose made to fit the height and
width of the window and are capable of being full retracted.  The blind head mechanism is securely fixed,
but easily removable for maintenance purposes.


4.0                               CARPETS


Carpet tiles from an 80/20 standard range of carpet
laid fully adhered to the raised floor system.



 1
 






 



 


5.0                               DECORATIONS


5.1                                 Office


·                         Walls:  Emulsion paint, white matt emulsion.


·                         Columns:  Emulsion paint, white matt emulsion.


·                         Skirtings:  Grey painted softwood.


·                         Office:  Core doors, clear lacquer finish.


6.0                               DOORS AND JOINERY


6.1                                 Veneer
finish with hardwood lippings – light oak.


7.0                               SERVICES


7.1                                 The
systems include; ventilation, heating and cooling by means of high level fan
coil units and controls, lighting and emergency lighting, small power and fire
alarm.


7.2                                 Design Criteria


	
  External Conditions

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Summer Design

  	
   

  	
  29oC db, 20oC
  wb

  
	
  Winter Design

  	
   

  	
  -4oC db, 100% relative humidity

  



 


	
  Internal conditions

  	
   

  	
   

  
	
  Summer

  	
   

  	
  22oC + 1oC

  
	
  Winter

  	
   

  	
  20oC minimum

  
	
  Humidity Control

  	
   

  	
  50% + 10%

  



 


	
  Building cooling loads 

  	
   

  	
   

  
	
  Lighting

  	
   

  	
  18 W/m2 to
  occupied space

  
	
  Small Power 

  	
   

  	
  35 W/m2

  



 


	
  Occupancy

  	
   

  	
   

  
	
  1 person/ 10m2 NLA

  	
   

  	
   

  



 


	
  Ventilation/Outdoor air supply

  
	
  1.2 litre/second/m2 NLA

  	
   

  	
  (12 litres/second/person)

  



 


	
  Internal noise levels for building services

  
	
  Open Floors 

  	
   

  	
  NR38

  



 


	
  Electrical Distribution

  
	
  Lighting

  	
   

  	
  18 W/m2

  
	
  Small Power

  	
   

  	
  35 W/m2

  



 


	
  Lighting

  
	
  Lighting to office areas
  is provided by low brightness recessed luminaires with CIBSE LG3 guidelines
  to create a “good visual environment”.

  
	
   

  
	
  Lighting levels are 500
  lux at desk top level.

  



 



 2
 






 



 


Emergency Lighting


Self contained emergency
luminaires are installed in areas of escape in tenants’ accommodation.


Fire Alarm


The
fire alarm and detection system is of the analogue addressable type to category
L2 providing coverage to the building for protection of life.


The
system, incorporating a voice alarm, enables the speakers to be used for other
security and public address announcements.


The
systems provide phased evacuation and interfaces with mechanical plant,
security and lighting management systems.


7.3                                 Systems
Description


Ventilation Systems


The office floors are
serviced by a four-pipe fan coil unit air conditioning system located within
the suspended ceiling void. The units are as manufactured by Colman Moducel
model 235 or equal. The forged brass 4 port control valves are manufactured by
Satchwell type FEU. Conditioned air from the fan coil units is distributed via
sheet metal ductwork to plenum boxes as manufactured by Colman Moducel series
CB or equal.


Each fan coil unit will
be served by a dedicated return air diffuser mounted temperature sensor.


Supply & Extract
Diffusers


The plenum box
terminates with a linear diffuser to provide uniform air distribution. The
diffusers are manufactured by Colman Moducel CB series or equal, one and
two-way directional blow.


Air is extracted from
the space via extract diffusers as manufactured by Colman Moducel CB series or
equal, two-way directional blow. These diffusers do not require a fitted plenum
box.


Volume Control Dampers


Motorised isolation
dampers are installed in the supply and extract ductwork main branches to
achieve quadrant control, via the BMS to the floor. These isolation dampers are
manufactured by Siebe  Ltd modelMF/6233
or equal and approved.


Volume control dampers
are installed to all the sub branches to regulate their air volume. The dampers
are manufactured by Advanced Air or equal, are stainless steel, aerofoil
multi-blade dampers.


Fire Dampers


Where fire dampers are
installed they are of the fusible link type manufactured by Volume Control
Devices or equal and approved. The dampers comprise of interlocking stainless
steel aerofoil blades, stainless steel bearings and peripheral gasket, totally
enclosed drive mechanism and double skin galvanised 18 gauge spigot casing.



 3
 






 



 


Sprinklers


A sprinkler system is
installed throughout to comply with the requirements of BS 5306 Part 2 1990 and
the recommendations of the Loss Prevention Council. The sprinkler heads as
installed are flush mounted as manufactured by Reliable Ltd or equal.


Valves


Commissioning Valves and
Isolating Valves are installed to the return and flow respectively, of the landlord’s
and tenants’ secondary CHW installation to the floor. The valves are as
manufactured by Tour and Anderson Ltd or equal and approved.


Commissioning valves are
typically as follows:


Up to 50mm diameter TA
Fig MD41. A metal bronze commissioning set comprising of MD20 double regulating
valve and MDFO on a fixed plate.


Isolation valves are
typically as follows:


Up to 50mm diameter TA
Fig 64. A metal gate valve 65mm and above. TA Fig 35 lever operated butterfly
valve.


Perimeter Heating


Perimeter heating is
provided to offset heat losses to the glazing. The finned heating element is
manufactured by HCP Ltd or equal and approved, installed in an Architectural
perimeter rail provided by Permasteelisa, the cladding manufacturers.


Light Fittings


Type
S -  ETAP 2x28W T5 300x1200mm module
recessed fluorescent luminaire with high frequency control gear and Meso-optic
diffuser.


Type
SE - As A type except with 3hr integral battery for emergency use.


Type  T – Torus 35FX range recessed 25W ceramic
metal halide narrow beam projector with remote high frequency ballast.


Type
W – Optix size 4 range recessed 2x18W (4000k) compact fluorescent wash-light
with asymmetric kick deflector. Supplied with high frequency control ballast.


Type
U – Bola SBI range recessed 35W ceramic metal halide wall-washer with set 30°
tilt and inbuilt 2 part reflector. Supplied with remote electronic ballast and
35W HIT G12 – 4000k lamps and white bezel.


Lighting Management
System


Lighting Management
System which provides independent control and monitoring of every luminaire by
Delmatic  type ZMC, comprising ZMC floor
controllers and ZMC 8 way output control module or equal.


Small Power


Modular wiring system
comprising master distribution boxes, wiring and tee-off components for
connection to the high level fan coil units and lighting control modules.


Master distribution box –
12 No. 20A output ports


Accessories


Wandsworth series 2
range with satin stainless steel finish or equal.



 4
 






 



 


Fire Alarm and Detection
System


An intelligent analogue
programmable addressable system by ADT type IRC-3 incorporation voice and
public address comprising: -


Smoke
detectors – Signature Series 4D


Break
glass call point – SIGA – KR1/SR/6S


Speakers –
QFIT/SPECIAL/TF


Or equal.


Lighting


Lighting to office space by low brightness recessed
fluorescent luminaries provided with CIBSE LG3 guidelines to create a ‘good
visual environment’.


Lighting
control to the office space complies with the new Part L of the Building
Regulations, namely the Requirement L2(g) for providing lighting systems which
are energy efficient.


“S”
and “SE” type luminaires as specified below to all locations as indicated on
the basebuild drawings.  Specification
as:


S
-  2x28W T5 recessed fluorescent
luminaire with high frequency control gear. 
As ETAP fitting previously described or equal and approved.


SE
– As S type except with 3hr integral battery for emergency use.


Lighting
to the office space is supplemented by feature lighting to the perimeter and
interior core by the means of downlights and wall-washers described previously
and shown on the base build drawings.


30
No. lighting control devices per floor. These devices are the combined
photocell/ presence detector/ infra red receiver type compatible with the
Delmatic lighting control system.


Emergency Lighting


Emergency lighting in all the office areas using
general service luminaries with integral battery and chargers and
self-contained emergency luminaires. Automated testing is through the lighting
control system.


Power Systems


Final wiring from lighting control boxes to luminaries.  This cabling is of pre-wired lengths with
plug type connectors to suit the Delmatic system.


Wiring from fused connection units to fan coil units
as flexible connections, LSF type cabling.


Earthing & Bonding


The main earthing system is extended to the ceiling
grid and earthing of new electrical installation.


The refurbished Earthing and bonding system complies
with the relevant British Standard and the requirements of BS 7671.


Fire Detection and Alarm


Fire alarm devices include smoke detectors, voice
alarm speakers and manual call points to integrate with the existing ADT Type
IRC-3 system.


Electrical Accessories


Face plates for all electrical accessories including
socket outlets, fused connection units and lighting switch plates.  These are Wandsworth series 2 range with
satin stainless steel finish or equal.



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Floor Boxes


3 compartment box with interchangeable plates, minimum
layout 1 box to 10 sq m.


Disabled WC


A disabled access WC, fully compliant with the
Disability Discrimination Act 1995.


Security System


A distributed
intelligence structured wide area access control system by ADT type Janus
comprising:-


Magnalocks – DRYAD
DS7001


Proximity Readers –
IDE/004/REA


Passcards –
IDE/001/PC


Passive Infraced
Detectors 3600 –
P55048


CCTV Camera –
CD/6252


Door Controller - IDC


8.0                               SUNDRIES


8.1                                 The
installation of statutory fire escape signs to BS 5499 and fire action notices,
complete with frames, clips and hanging wires.



 6














 


Head Lease so
provides) and to all persons authorised by it and shall be construed in the
manner required by clause 2.4.2 but in relation to the Superior Landlord and
those with its authority and the Landlord shall use its reasonable endeavours
to ensure that any such rights of entry under the Head Lease are exercised in
accordance with the proviso to clause 4.9


(D)                              The
rights excepted and reserved in schedule 3 are also excepted and reserved for
the benefit of the Superior Landlord


3.                                     DEMISE
AND RENTS


The Landlord DEMISES
unto the Tenant ALL  THAT the Premises TOGETHER  WITH
the easements and rights specified in schedule 2 exercisable in common with the
Landlord and all others with its authority or otherwise from time to time
entitled thereto EXCEPT and RESERVED unto the Landlord and all other
persons authorised by it from time to time during the Term (including the
Management Company in relation to the provision of the Services) the easements
and rights specified in schedule 3


TO  HOLD the Premises unto the Tenant (together
with and except and reserved as aforesaid) for the Term SUBJECT to all rights easements covenants
stipulations and other matters affecting the same and SUBJECT to the provisions of the deeds and
documents mentioned in schedule 7


YIELDING
AND PAYING therefor:


FIRST yearly and
proportionately for any part of a year:


(A)                             from
and including the date hereof to and including the day before the Rent
Commencement Date a peppercorn (if demanded), and


(B)                               from
and including the Rent Commencement Date to and including the day on which the
Review Rent is agreed or determined in accordance with schedule 4 (and subject
always to the provisions of schedule 4) the Initial Rent


payable by equal quarterly payments to be made in
advance on the usual quarter days in every year the first such payment (or a
due proportion thereof) to be made on the date hereof


SECONDLY as
additional rent from time to time the Insurance Rent payable within 14 days of
demand


THIRDLY as
additional rent on demand (in addition and without prejudice to the Landlord’s
right of re-entry and any other right) interest at the Interest Rate on
any sum owed by the Tenant to the Landlord (or the Management Company as
appropriate) whether as rent or otherwise which is not:


(a)                                 received
by the Landlord (or the Management Company as appropriate) on the due date (or
in the case of money due only on demand within fourteen days after the date of
demand) calculated for the period commencing on the due date for payment and
ending on the date the sum and the interest is received  by the Landlord



 8
 






 



 


(b)                                demanded
(or if tendered is for the time being refused) by the Landlord acting
reasonably and properly (in the light of not wishing to waive its right to
forfeit) in circumstances where the Tenant has materially breached its
obligations under clauses 4.6, 4.12, 4.13 or 4.15 of this lease (but not
otherwise) calculated for the period commencing on the due date for payment and
ending on the date the sum (and the interest) is subsequently received by the
Landlord


PROVIDED THAT the
Landlord shall not be able to charge interest twice on the same sum if the
express provision therefor is made elsewhere in this lease


FOURTHLY as
additional rent all VAT for which the Landlord is or may become liable to
account to H.M. Revenue & Customs (or other relevant body to whom account
has for the time being to be made) for which the Landlord is unable to obtain
credit or repayment as input tax on the supply by the Landlord to the Tenant
under or in connection with the provisions of this lease or the interest
created by it and of any other supplies whether of goods or services by the
Landlord such rent fourthly reserved to be due for payment contemporaneously
with the other rents or sums to which it relates


AND FIFTHLY a rent
equal to the Electricity Cost such rent to be payable within 14 days of demand
(either monthly or quarterly) as the Landlord shall properly determine


4.                                     TENANT’S
COVENANTS


The Tenant covenants with the Landlord (and in respect
of sub-clause 4.30 also with the Management Company) throughout the Term:


4.1                                Rent


To pay the rents reserved by this lease on the days
and in the manner set out in clause 3 without deduction or set off


4.2                                VAT


Wherever the Tenant is required to pay any amount to
the Landlord  hereunder by way of
reimbursement or indemnity to pay to the Landlord  (as applicable) in addition  an amount equivalent to any VAT incurred by
the Landlord save to the extent that the Landlord  obtains credit for or repayment of such VAT
incurred by the Landlord  pursuant to
sections 24 25 and 26 Value Added Tax Act 1994 or any regulations made
thereunder or otherwise


4.3                                Outgoings


To pay all rates taxes charges and other outgoings
whatsoever now or hereafter assessed charged or imposed upon the Premises or
upon their owner or occupier by a competent authority (and a fair proper
proportion reasonably determined by the Landlord attributable to the Premises
of any rates taxes charges and other outgoings now or hereafter assessed
charged or imposed upon the Premises in common with other premises or upon the
owners or occupiers thereof) and (to the extent the Tenant does not pay it
directly to the relevant supplier) the total cost (including meter rents) of
all water (including chilled water) electricity and gas separately metered
and/or exclusively supplied to the Premises during the Term  in all cases to the extent that they do not
form part of and/or are not recoverable under the Service Charge or as an
Electricity Cost excluding (without prejudice to the rent fourthly reserved and
clause 4.2) any tax payable by the Landlord as a result of any actual



 9
 






 



or implied dealing with the reversion of this lease or
of the Landlord’s receipt of any sums payable by the Tenant hereunder


4.4                                Compliance with Enactments


To comply with the requirements of all Enactments and
of every Public Authority (including the due and proper execution of any works)
in respect of the Premises their use occupation employment of personnel in them
and any work being carried out to them (whether the requirements are imposed
upon the owner lessee or occupier) and not to do or omit anything on the
Premises by which the Landlord may become liable to make any payment or do
anything under any Enactment or requirement of a Public Authority


4.5                                Notices


As soon as possible to give to the Landlord notice of
(and a  copy of) any notice permission
direction requisition order or proposal made by any Public Authority and
without delay to comply in all respects at the Tenant’s cost with the
provisions thereof save that the Tenant shall if so required by and at the cost
of the Landlord make or join in making such objections or representations in
respect of any of them as the Landlord may reasonably require


4.6                                Repair


To keep the Premises in good and substantial repair
and condition (damage by any of the Insured Risks or an Act of Terrorism (if
not an Insured Risk) excepted to the extent that the insurance money shall not
have been rendered irrecoverable or insufficient because of some act or default
of the Tenant or of any person deriving title under or through it or their
respective servants or agents or invitees) and to replace whenever necessary
during the Term and on expiry of the Term the Landlord’s fixtures and fittings
(including any fitted carpets) in the Premises (but for the avoidance of doubt
excluding the Landlord’s Services Equipment) which may have become beyond
repair with items of a similar type and quality to be approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


4.7                                Decoration and general condition and servicing


4.7.1                                 To
keep the Premises maintained to a high standard of  decorative order and finish and properly
cleansed and tidy and (without prejudice to the foregoing) as often as the same
shall be necessary (and not less frequently than once in every fifth year of
the Term) and also in the last year of the Term to clean paint polish or
otherwise treat as the case may be all inside surfaces of wood and metal work
of the Premises usually or requiring to be painted polished or otherwise
treated with two coats at least of high quality paint or polish vinyl wall
coverings (where applicable) or other appropriate materials in a good and
workmanlike manner (and during the last year of the Term in a colour scheme and
with materials first approved by the Landlord such approval not to be
unreasonably withheld or delayed) PROVIDED  ALWAYS  THAT the Tenant
shall not be obliged to carry out any such decorative treatment if the need for
it is caused by damage by any of the Insured Risks to the extent that the
insurance money shall not have been rendered irrecoverable or insufficient
because of some act or default of the Tenant or of any person deriving title
under or through it or their respective servants agents or invitees



 10
 






 



4.7.2                                 To
clean the inside of all external window glazing in the Premises as often as is
reasonably necessary


4.7.3                                 To
enter into and maintain contracts for the regular inspection maintenance and
servicing of all fixed plant and equipment comprised in the Premises which
will  impact on the Landlord’s Services
Equipment  by reputable contractors
approved by the Landlord (such approval not to be unreasonably withheld) and to
obtain satisfactory test certificates as may be reasonably required by the
insurers and whenever reasonably required by the insurers in writing (but not
more than once in any calendar year) to produce copies of such contracts and
certificates


4.8                                Refuse


Not to deposit any refuse on any of the Common Parts
except in areas designated for such purpose from time to time by the Landlord
(provided that the Landlord designates sufficient refuse areas within the
Common Parts having appropriate regard to the interests of good estate
management) and to comply with all proper requirements of any Public Authority
and any reasonable regulations made by the Landlord pursuant to clause 4.27 in
relation to control over and disposal of rubbish


4.9                                To permit entry


To permit the Landlord (and persons authorised by the
Landlord) at reasonable times on reasonable prior written notice (except in an
emergency) to enter the Premises in order to:


4.9.1                                 examine
their state of repair


4.9.2                                 ascertain
that the covenants and conditions of this lease have been observed


4.9.3                                 take
any measurement or valuation of the Premises


4.9.4                                 rebuild
renew cleanse alter test maintain repair inspect and make connections to any
part of the Building including the Service Media where such works cannot
otherwise be carried out without such entry


4.9.5                                 during
the last six months of the Term (or at any time in the case of a disposal of
the Landlord’s interest) to show the Premises to prospective purchasers or
tenants and their agents


4.9.6                                 exercise
the rights described in schedule 3


PROVIDED  ALWAYS  THAT
the Landlord shall not exercise any right to enter to carry out work on the
Premises for the purposes described in clause 4 so as to interfere to a
substantial extent or for a substantial time with the use of the Premises for
the purpose of the business carried on by the Tenant the Landlord taking all
reasonable steps to minimise inconvenience and as expeditiously as reasonably
possible making good all and any damage caused by reason of such entry to the
Premises to the reasonable satisfaction of the Tenant and wherever practicable
in relation to any works in accordance with a programme of works approved by
the Tenant (such approval not to be unreasonably withheld or delayed having due
regard to the Landlord’s interest in the Building) and in compliance at all
times with the Tenant’s reasonable regulations as to security and indemnifying
the Tenant against all losses, costs, expenses or damage reasonably incurred
arising as a result thereof



 11
 






 



4.10                           Compliance with notices relating to repair or condition


4.10.1                           To
comply with any written notice requiring the Tenant to remedy any breach of its
covenants relating to repair and condition


4.10.2                           If
the Tenant shall not within a reasonable time commence and thereafter complete
compliance  with any such notice to
permit the Landlord and any authorised person to enter the Premises to remedy
the breach as the Tenant’s agent and at the Tenant’s cost


4.10.3                           To
pay to the Landlord on demand the actual costs and expenses reasonably and
properly incurred by the Landlord under the provisions of this sub-clause


4.11                          Encroachments


4.11.1                           Not
knowingly to obstruct any rights of light and other easements belonging to the
Premises and not to give any acknowledgment that they are enjoyed by consent


4.11.2                           Not
knowingly to do or omit anything which might subject the Premises to the
creation of any new easement which would adversely affect the Landlord’s
interest in the Premises and to give notice to the Landlord of any encroachment
which might have that effect as soon as reasonably practicable following the
same coming to the attention of the Tenant or when the Tenant ought reasonably
to have become aware of the same


4.12                          Alterations and reinstatement


4.12.1                           Not
to carry out any Development of or on the Premises nor (without prejudice to
the exclusion of structural parts from the demise of the Premises) any works
affecting any structural parts of the Building nor any work affecting the
external appearance of the Premises or the Building and not knowingly to commit
any waste PROVIDED THAT the Tenant shall with the
Landlord’s prior approval (such approval not to be unreasonably withheld or
delayed) be permitted to:


(A)                             affix
items to the structure in a manner which does not affect the structural
integrity of the Building


(B)                               install
kitchenette facilities (not requiring external extraction ducting)


(C)                               install
a disabled toilet


(D)                              install
air conditioning to service a computer room


(E)                                install
showers


(F)                                install
fan coil units


(G)                               for
so long as the Tenant occupies other parts of the Building contiguous to the
Premises pursuant to other leases works to link the Premises with the floors of
such contiguous parts of the Building with internal staircases and other media


4.12.2                           Subject
to Schedule 2 and without prejudice to any other rights of the Landlord in
respect of areas not included in the Premises not to install or erect any
exterior



 12
 






 



lighting shade
or awning or place any structure or other thing outside the Premises without
Landlord’s consent


4.12.3                           Without
prejudice to paragraphs 4.12.1 and 4.12.2 of this sub-clause and subject
to the provisos to this paragraph 4.12.3 not to make any other alteration or
addition to the Premises (including all electrical and other plant and
equipment and the installation and removal of demountable partitioning) except:


(A)                             in
accordance with plans and specifications (adequately describing the work in
question and the manner in which the work will be carried out) previously
submitted at the Tenant’s expense in triplicate to and approved by the Landlord
(such approval not to be unreasonably withheld or delayed)


(B)                               in
a manner which shall not materially adversely affect the Landlord’s Services
Equipment any Service Media or the provision of any of the Services


(C)                               in
accordance with any relevant terms conditions and regulations of any Public
Authority (and in particular in relation to any electrical installation in
accordance with the terms and conditions laid down by the Institution of
Electrical Engineers and the Regulations of the Electricity Supply Authority)
and the requirements of the insurance company with whom the Premises are for
the time being insured and


(D)                              in
a good and workmanlike manner


PROVIDED
ALWAYS THAT:


(I)                                   if
required no such alterations or additions shall be carried out until the
Landlord has issued its consent (not to be unreasonably withheld or delayed) in
writing to which the Tenant shall if required join as a party in a form
reasonably acceptable to the Landlord


(II)                               any
approved alteration or addition directly affecting the Service Media or the
provision of any of the Services shall if the Landlord reasonably requires be
carried out by the Landlord as agent for the Tenant (the Landlord having first
provided the Tenant with at least two written estimates in respect of such
works and giving the Tenant an opportunity to select which estimate the
Landlord should proceed with) and all reasonable and proper costs expended by
the Landlord in so doing shall be repayable by the Tenant on written demand


(III)                           once
any such alterations or additions have been carried out the Tenant shall supply
to the Landlord within 90 days of practical completion of such alterations or
additions five copies of as-built plans (or if appropriate a computer
aided design disk) if different from plans already provided pursuant to 4.12(A)
showing the works as carried out and such other appropriate information
reasonably required by the Landlord to enable the Landlord and the Tenant to
complete a Licence for Alterations and to manage the Building effectively in
the interests of good estate management and if the Tenant does not so provide
as-built plans, computer disks and other appropriate information within
the 90-day



 13
 






 



period aforesaid the Landlord may instruct its own
consultants to prepare such information (the Tenant hereby agreeing to allow
the Landlord and its consultants access to the Premises for such purposes) and
the Tenant will within 7 days of demand reimburse to the Landlord its
reasonable and proper costs in connection therewith


(IV)                           notwithstanding
the provisos (I) to (III) above, the Tenant may erect and remove demountable
partitioning and other works of a minor (non-structural) nature
(including the Minor Works) not having a material adverse effect on the Service
Media, the Landlord’s Services Equipment or provision of the Services without
the Landlord’s consent subject to the Tenant giving written notice to the
Landlord (together with plans in triplicate detailing such works) following
such works


4.12.4                           At
the expiry of the Term if and to the extent required by the Landlord to remove
all alterations and additions made to the Premises by the Tenant and make good
the Premises in accordance with the Reinstatement Specification in a proper and
workmanlike manner PROVIDED THAT this
paragraph 4.12.4 shall not apply in a case where the Landlord serves a Counter-Notice
pursuant to sub-clause 4.15.2.


4.13                          Use


Not to use the Premises:


4.13.1                           for
any purpose (and not to do anything in or to the Premises) which may be or
become or cause a nuisance  obstruction
or damage to any person or property


4.13.2                           for
a sale by auction or for any public meeting or for any dangerous noxious noisy
illegal offensive or immoral trade business or activity or for residential
purposes and not to use the Common Parts for the transaction of any business or


4.13.3                           
(without prejudice to the preceding paragraphs of this sub-clause) except
for the Permitted Use


4.14                          Signs


4.14.1                           Subject
to any provision herein to the contrary not to erect any aerial satellite dish
sign signboard pole antenna wire or other apparatus on the outside of the
Building


4.14.2                           Not
to affix or exhibit so as to be visible from outside the Premises any placard
sign notice fascia board or advertisement except the approved signs referred to
in paragraph 3 of schedule 2


4.15                          Alienation


4.15.1                           If
the Tenant at any time proposes to assign or underlet the whole of the Premises
the Tenant shall first by an irrevocable unconditional written notice (“the
Tenant’s Notice”) served upon the Landlord offer to surrender or assign this
lease to the Landlord upon such financial terms and conditions as the Tenant may
desire



 14
 






 



 


4.15.2                           During
the period of fifteen working days following service of the Tenant’s Notice the
Landlord may serve on the Tenant a notice in relation to the surrender created
by this clause 4.15 in a form complying with the requirements of Schedule 3 to
the Order (a “Warning Notice”).


4.15.3                           If
the Landlord shall serve a Warning Notice the Tenant shall make a duly executed
declaration or statutory declaration in a form complying with the requirements
of Schedule 4 of the Order (a “Declaration”)
as soon as reasonably practicable and the offer contained in the Tenant’s
Notice shall remain irrevocable and open for acceptance by the Landlord until
the service on the Tenant of the Counter-Notice pursuant to clause 4.15.4.


4.15.4                           Within
fifteen working days of receipt of the Tenant’s Notice or, if later, the date
of receipt of the Declaration from the Tenant (in respect of which time shall
be of the essence) the Landlord may issue a counter-notice (“the Counter-Notice”) upon the Tenant stating the Landlord
wishes to accept such surrender or assignment on the terms specified in the
Tenant’s Notice


4.15.5                           If
the Landlord serves a Counter-Notice on the Tenant then the Tenant shall
surrender or assign (at the Landlord’s option) this lease to the Landlord and the
Landlord shall accept an obligation to take a surrender or assignment of this
lease (as the case may be) upon the terms specified in the Tenant’s Notice
within 15 working days of receipt of the Counter-Notice by the Tenant either
with vacant possession or subject only to a permitted underletting and the
Tenant’s liability hereunder shall cease in respect of any matters arising
following the date of such assignment or surrender and the Tenant shall be
released from all its obligations hereunder but without prejudice to any
antecedent breaches of covenant save in respect of reinstatement in relation to
which the Tenant shall be required to leave the Premises in a clean and tidy
condition (with all furniture removed) but not reinstated to the Reinstatement Specification.  Upon completion of such surrender or
assignment (as the case may be) the Landlord shall (by deed) execute a formal
release of the Tenant’s obligations hereunder in such form as the Tenant shall
reasonably require


4.15.6


(A)                             If
the Landlord does not take a surrender or assignment of this lease within the
period specified in sub-clause 4.15.4 above for whatever reason then the Tenant’s
obligation to surrender or assign to the Landlord under sub-clause 4.15.4 shall
cease and the Tenant must (if it still wishes to assign or underlet this lease)
complete its assignment or underletting on terms no worse than the financial
terms and conditions stipulated in the Tenant’s Notice within 6 months from the
date of the Tenant’s Notice extended by such period as results from the
Landlord unreasonably withholding or delaying the issue of its consent and if
the Tenant shall fail to complete within such period if it still wishes to
assign or underlet the whole of the Premises it must reinstate the procedure set
out in this clause 4.15


(B)                               If
the Landlord does not serve a Counter-Notice upon the Tenant within the
fifteen working day period specified in sub-clause 4.15.4 above then the
Tenant must (if it still wishes to assign or underlet this lease)



 15
 






 



complete its
assignment or underletting on financial terms no worse than the terms and
conditions stipulated in the Tenant’s Notice within 6 months from the date of
the Tenant’s Notice extended by such period as results from the Landlord unreasonably
withholding or delaying the issue of its consent and if the Tenant shall fail
to complete within such period if it still wishes to assign or underlet the
whole of the Premises it must reinstate the procedure set out in this clause
4.15


4.15.7


(A)                             Subject
to the foregoing provisions of this sub-clause 4.15 not to assign
mortgage charge or underlet or in any other manner part with possession of any
part (being less than the whole) of the Premises or agree to do so except that
the Tenant may underlet the whole of (but not more or less than) any Permitted
Part or Permitted Parts or share occupation in accordance with sub-clauses
4.15.9 to 4.15.13


(B)                               Subject to the foregoing provisions of this sub-clause
4.15 not to assign underlet or otherwise part with possession of the whole of
the Premises or agree to do so except that the Tenant may assign or underlet
the whole of the Premises in accordance with sub-clauses 4.15.8 to 4.15.12


(C)                               In
the event that the Tenant proposes to assign or underlet the whole of the
premises demised under the Level 24 Lease and Level 25 Lease or solely the
Level 25 Lease at the same time as this lease and has served the equivalent
Tenant's Notice on the Landlord pursuant to clause 4.15.1 of the Level 24 Lease
and the Level 25 Lease in respect of each of the Level 24 Lease and the Level
25 Lease or pursuant to clause 4.15.1 of the Level 25 Lease (as appropriate),
and the Landlord has served a Counter-Notice for this lease, the Landlord must
also serve such equivalent counter-notice on the Tenant as provided for in the
Level 24 Lease and/or the Level 25 Lease (as appropriate).


(Assignment)


4.15.8


(A)                             Not to assign the whole of the Premises without first
obtaining the Landlord’s consent issued within three months before completion
of the assignment which consent shall not be unreasonably withheld or delayed
but which may be granted subject to any one or more of the conditions referred
to in clause 4.15.8 (B) and which may be withheld if the circumstance referred
to in clause 4.15.8 (C) exists.  For the
avoidance of doubt, the provisions of this clause 4.15.8 shall not apply in the
event that the Landlord has served a Counter-Notice and the Tenant
assigns this Lease to the Landlord in accordance with clause 4.15.5 hereof.


(B)                               The conditions referred to in clause 4.15.8 (A) above
(which are specified for the purposes of section 19(1A) Landlord and Tenant Act
1927) are:



 16
 






 



 


authorised
guarantee


(1)                                 that the Tenant shall enter into an authorised
guarantee agreement (as defined in section 16 Landlord and Tenant (Covenants)
Act 1995) with the Landlord in a form which the Landlord reasonably requires


guarantee of authorised guarantee


(2)                                 that any guarantor of
the Tenant’s obligations under this lease shall have guaranteed to the Landlord
that the Tenant will comply with the terms and conditions of the authorised
guarantee agreement referred to in sub-clause clause 4.15.8 (B)(1) on
terms and in a form which the Landlord reasonably requires


third party
guarantee/rent deposit


(3)                                 that if so reasonably required by the Landlord the
proposed assignee shall have either procured


(a)                                  covenants with the Landlord by a guarantor or
guarantors (not being the Tenant or Tenant’s Guarantor) reasonably acceptable to the Landlord, in a form
acceptable to the Landlord (acting reasonably); or


(b)                                 a deposit with the Landlord of such sum not less than
50% of the then current annual rent first reserved by this lease together with
any VAT thereon as fourthly reserved by this lease (and including provisions
for increase of the sum deposited following any future review of the rent first
reserved by this lease) on such terms as the Landlord may reasonably require as
additional security for the discharge of the Tenant’s obligations under this
lease


intra group
dealings


(4)                                 if the proposed assignee is a Group Company the
Tenant shall have procured either:


(a)                                  if the Tenant’s obligations under this lease are
guaranteed by another Group Company that such Group Company covenants with the
Landlord on terms reasonably acceptable to (but no more onerous than the
existing guarantee) the Landlord (which shall
include a covenant to accept a new lease in the same form as this lease mutatis
mutandis if any of the circumstances referred to in clause 7.1 arise in respect
of the Tenant or any assignee); or


(b)                                 if there is no guarantor of the Tenant’s obligations
under this lease and if the assignee is not at the date of the application for
consent to the proposed assignment in the reasonable opinion of the Landlord of
financial standing equivalent to or greater than the Tenant at the date of this



 17
 






 



lease that the proposed assignee procures
covenants by a Group Company which is not the Tenant or the proposed assignee
and which is in the reasonable opinion of the Landlord of financial standing
equivalent to or greater than the Tenant on terms reasonably acceptable to the
Landlord (which shall include a covenant to accept a new lease in the same form
as this lease mutatis mutandis if any of the circumstances referred to in
clause 7.1 arise in respect of the Tenant or any assignee)


(C)                               The circumstance referred to in clause 4.15.8 (A)
above (which is specified for the purposes of section 19(1A) Landlord and
Tenant Act 1927) is where any sums due and properly demanded from the Tenant to the Landlord under this lease (not
being the subject of a bona fide dispute) remain unpaid at the date of the
application for consent to the proposed assignment


(Underletting)


4.15.9                           Not to underlet the whole of the Premises or any
Permitted Part (each being referred to in this paragraph as the premises)
except:


(A)                             to a person who before the underletting shall have
covenanted with the Landlord to observe and perform the Tenant’s obligations
under this lease during the sub-term to the extent they relate to the
premises demised by the underletting (other than the payment of rents) and
shall have covenanted not to assign or underlet the whole of the premises
without the Landlord’s consent (which shall not be unreasonably withheld or
delayed) and shall have given an unqualified covenant not to assign or underlet
part of the premises or otherwise part with possession or share the occupation
of the premises or any part of them other than on the same basis as sub-clause
(4.15.10(C) below (applying mutatis mutandis to the sub-tenant)


(B)                               by reserving as a yearly rent without payment of a
fine or premium (in addition to the service and insurance and other rents
payable under this lease except the rent first hereby reserved or (in the case
of underletting of a Permitted Part) a pro rata proportion of them) an amount
not less than:


(1)                                 (in the case of an underletting of the Premises) the
then open market rent of the Premises


(2)                                 (in the case of an underletting of a Permitted Part)
the then open market rent of the
Permitted Part (notwithstanding that this may be less than a pro-rata
proportion of the then open market rent
of the Premises as a whole)


(C)                               by a form of underlease:


(1)                                 by which the principal rent reserved by the
underlease is reviewed upwards only at each of those Review Dates which will



 18
 






 



occur during the sub term in accordance with
the same principles (mutatis mutandis) as apply to the rent first reserved by
this lease


(2)                                 requiring the underlessee to observe and perform all
the covenants and other provisions binding on the Tenant under this lease (other
than the covenant by the Tenant to pay the several rents reserved hereunder) to
the extent they relate to the premises and containing:


(a)                                  a condition for re-entry by the underlessor on
breach of any covenant by the underlessee


(b)                                 a qualified covenant not to assign or underlet the
whole of the premises and an absolute covenant not to assign or underlet part
of the premises or to otherwise part with possession or share the occupation of
the premises or any part of them save by way of group company sharing


(c)                                  whereby the provisions of sections 24 to 28 inclusive
of the Landlord and Tenant Act 1954 have been excluded in relation to the
underlease in accordance with section 38A of the Landlord and Tenant Act 1954
before the underlease is granted or if earlier the underlessee becomes
contractually bound to take it


(D)                              with the Landlord’s consent issued within three
months before completion of the underletting which consent (subject to
compliance with the foregoing conditions precedent) shall not be unreasonably
withheld or delayed


4.15.10                     In relation to an underlease of a Permitted Part:


(A)                             not to include in the sub-demise the whole or
any part of the entrance to or the reception area of the Premises


(B)                               to except from the underlease all necessary
circulation areas and plant and equipment which will serve the Premises in
common


(C)                               not as a result of the grant to create or permit the
creation of more than two separate occupations affecting the whole of each
floor of the Premises (occupations under this lease counting as one occupation
save where the occupation under this lease is only of corridor areas and ducts
common to the sub-demises)


(D)                              to include a provision excluding sections 24 to 28
inclusive of the Landlord and Tenant Act 1954 and complying with paragraph 5 of
Schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales)
Order 2003


4.15.11                     To enforce the observance and performance by every
such underlessee and its successors in title of the provisions of the
underlease and not expressly or impliedly to waive any breach of them nor
(without the Landlord’s consent which shall not be unreasonably withheld or
delayed) vary the terms of any underlease



 19
 






 



 


4.15.12                     Not to agree any reviewed rent payable under an
underlease without the Landlord’s consent (PROVIDED ALWAYS THAT the Landlord shall not unreasonably withhold or
delay any consent required under this sub-paragraph) and to procure that
any representations which the Landlord may wish to make in relation to the rent
review are duly submitted to the underlessee (or, in the case of the Tenant and
underlessee not being able to agree the reviewed rent payable under the
underlease to the independent person agreed or selected to decide the reviewed
rent) and to provide to the Landlord promptly on the same becoming available
copies of any representations made by or on behalf of the Tenant or the
underlessee in relation to such rent review and PROVIDED
THAT the Landlord shall be responsible for its own costs


(Sharing occupation)


4.15.13                     Not
to part with or share the occupation of the Premises or any part of them except
that the Tenant may share occupation with a company which is (but only for so
long as it remains) either the holding company of the Tenant or a majority-owned
subsidiary of the Tenant or of the Tenant’s holding company (as those
expressions are defined in section 42 of the Landlord and Tenant Act
1954) so long as the Tenant does not grant the person sharing occupation
exclusive possession (so that such company occupies as licensee only without
creating any relationship of landlord and tenant) nor otherwise transfer or
create a legal estate and the Tenant shall notify the Landlord of the identity
of each company in occupation


4.16                          Registration


4.16.1                           Within twenty-eight days after any disposition
or devolution of this lease or of any estate or interest in or derived out of
it to give notice in duplicate of the relevant transaction to the Landlord for
registration with a certified copy of the relevant instrument and to pay to the
Landlord a fair and reasonable fee for each such registration of not less than
twenty five pounds


4.16.2                           To notify the Landlord  of the determination
or agreement of every rent review under any underlease of the Premises within
28 days after the date of determination or agreement


4.17                          Payment of cost of notices consents etc.


To pay on demand all
reasonable and proper expenses (including counsels’ solicitors’ surveyors’ and
bailiffs’ fees) properly incurred by the
Landlord in and incidental to:


4.17.1                           the preparation and service of a notice under section
146 Law of Property Act 1925 notwithstanding that forfeiture is avoided
otherwise than by relief granted by the court and


4.17.2                           every step properly taken during or within 3 months after the expiry
of the Term in connection with the enforcement of the Tenant’s obligations
under this lease including the service or proposed service of all notices and
schedules of dilapidations and


4.17.3                           every application by the Tenant for consent licence or approval under this
lease even if the application is withdrawn or properly refused except
where consent is



 20
 






 



unreasonably withheld or delayed 
proffered subject to unreasonable conditions or granted pursuant to
unlawful conditions


4.18                          Machinery


Not to install in the Premises any
plant or machinery other than usual office equipment without the Landlord’s
consent which shall not be unreasonably withheld or delayed PROVIDED  ALWAYS
THAT no plant or machinery shall
be installed or operated in the Premises and nothing shall be done or omitted in
them which would be likely to cause:


4.18.1                           the efficiency of the heating ventilation air conditioning and cooling
system installed in the Building by the Landlord to be materially
diminished or impaired in any material way


4.18.2                           noise dust fumes vibration or electrical interference
adversely affecting or having an 
intrusive effect on any other part of the Building or other adjoining
property or persons outside the Premises


4.19                          Obstruction/overloading


Not knowingly to obstruct:


4.19.1                           or damage any part of the Building or exercise any of
the rights granted by this lease in a way which causes nuisance or damage


4.19.2                           any means of escape required by any competent authority


4.19.3                           or discharge any deleterious matter into


(A)                             any pipe drain or other conduit serving the Premises
and (to the extent they lie within the Premises) to keep them clear and
functioning properly or


(B)                               any Service Media


4.19.4                           or stop-up or darken the windows and other
openings of the Premises


nor to overload or cause undue
strain to the Service Media or any other part of the Building and in particular
not to suspend any undue weight from the ceilings or walls of the Premises and
not to exceed the following floor loadings:


floor finishings                                                       :                                             4 kN/m2 (80lbs per sq.ft)


live load                                                                                           :                                             1kN/m2 (20lbs per sq.ft)


4.19.5                           any  notice
required by law erected on the Premises or 
any erected by the Landlord pursuant to the rights reserved to it under
this lease


4.20                          Parking/goods delivery


To ensure that all loading unloading
deliveries and despatch of goods is carried out only by using the service
accesses and goods lifts designated by the Landlord for the use of the Premises



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4.21                          Planning Law and compensation


4.21.1                           Without prejudice to clause 4.4 at all times during
the Term to comply with the provisions and requirements of Planning Law
relating to or affecting:


(A)                             the Premises


(B)                               any operations works acts or things carried out
executed done or omitted on the Premises


(C)                               the use of the Premises


(D)                              the use by the Tenant of (and the exercise of any
other rights hereunder in respect of) any other parts of the building


4.21.2                           Subject to the provisions of paragraph 4.21.3 of this sub-clause as often as occasion
requires during the Term at the Tenant’s expense to obtain  all planning permissions (and serve all
notices) required under Planning Law in respect of the Premises whether for the
carrying out by the Tenant of any operations or the institution or continuance
by the Tenant of any use of the Premises or any part thereof


4.21.3                           Not without the Landlord’s consent to apply for any planning permission
relating to the Premises (and not to apply for any such planning permission
relating to any other part of the Building) save that the Landlord’s consent shall not be unreasonably
withheld or delayed to the making of a planning application in respect of the
Premises relating to any alterations operations or use or other thing
(if any) which assuming it to be implemented in accordance with Planning Law
would otherwise not be in breach of the provisions of this lease


4.21.4                           If the Landlord so requires (and at the Landlord’s
cost) in connection with any relevant proposal by the Tenant to apply for a
determination under section 191 or 192 Town and Country Planning Act 1990


4.21.5                           If the Landlord consents in principle to any application by the Tenant for
planning permission to submit a draft of the application to the Landlord for
its approval and to give effect to its reasonable requirements in respect
thereof and if and to the extent the Landlord so reasonably requires in
writing to lodge the application with the relevant authority in the joint names
of the Landlord and the Tenant and in duplicate


4.21.6                           If the Landlord reasonably requires to complete
before the expiry of the Term all works on the Premises required as a condition
of any planning permission implemented by the Tenant or by any person claiming
under or through it


4.22                          Indemnity


To indemnify the Landlord against
all expenses proceedings costs claims damages demands and any other liability
or consequence arising out of or in
respect of any breach of any of the Tenant’s obligations under this lease
(including all costs reasonably and properly incurred by the Landlord in an
attempt to mitigate any such breach) or of any act omission or negligence of the
Tenant or any person at the Premises 
with the Tenant’s authority



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4.23                          Defective premises


To give notice  to the Landlord of any defect in the Premises
as soon as practicable after coming to the Tenant’s attention which defect
would give rise to:


4.23.1                           an obligation on the Landlord to do or refrain from
doing anything in relation to the Premises or


4.23.2                           any duty of care or the need to discharge such duty
imposed by the Defective Premises Act 1972 or otherwise


and at all times to display and
maintain all discreet notices which the Landlord may from time to time
reasonably require to be displayed at the Premises in relation to their state
of repair and condition


4.24                          Insurance and fire fighting equipment


4.24.1                           Not to do or omit anything by which any insurance policy (subject to
relevant extracts being provided to the Tenant) relating to the Building or any
part of it becomes void or voidable or by which the rate of premium on such
policy may be materially increased


4.24.2                           To comply with all proper requirements of the
insurers and to provide and maintain unobstructed appropriate operational fire
fighting equipment and fire notices on the Premises


4.24.3                           To notify the Landlord as soon as possible of any incidence of any Insured Risk on the Premises


4.24.4                           If the whole or any part of the Building is damaged
or destroyed by any of the Insured Risks at any time during the Term and to
the extent that the insurance money under any
insurance policy effected by the Landlord is rendered wholly or partially
irrecoverable caused by some act or default of the Tenant or any person
deriving title under or through the Tenant or their respective servants agents
or invitees forthwith to pay the Landlord the whole amount of the insurance
money so irrecoverable


4.25                          Dangerous and contaminative materials


Not to keep place store or use or
permit or suffer to be kept placed stored or used in or upon or about the
Premises any materials substance or other thing of a dangerous inflammable
combustible explosive corrosive or offensive nature or any materials substance
or other thing which is likely in any way to cause pollution injury or harm by
percolation corrosion contamination migration release or otherwise on beneath
or in the vicinity of the Premises provided that uses of substances
ancillary to normal office use shall not constitute a breach of this lease


4.26                          Yield up


4.26.1                           Subject to the provisions of clause 4.12.4 hereof, at
the expiry of the Term to remove all chattels and (to the extent the Landlord
may require in writing) tenant’s fixtures and quietly to yield up the Premises
reinstated in accordance with the Reinstatement Specification and restored and
made good to the extent required under clause 4.12.4 and in the state of repair
condition decorative order and layout otherwise required by this lease and any
licences or consents issued in



 23
 






 



pursuance of it and to make good any damage
so caused in a proper and workmanlike manner to the reasonable Landlord’s satisfaction


4.26.2                           The Tenant irrevocably authorises the Landlord to
remove and dispose of any chattels which may be left in the Premises more than
14 days after the expiry or sooner determination of the Term (without being
obliged to obtain any consideration for the disposal) and the Tenant
irrevocably declares that any such chattels will stand abandoned by it


4.26.3                           To make due application to the Land Registry for the
cancellation of any notice of or relating to this lease or any document
supplemental or collateral to it registered at the Land Registry by the
Tenant if requested to do so by the Landlord and
on request to supply the Landlord with a copy of the application


4.26.4                           For the purposes of securing the Tenant’s obligation in clause 4.26.3 the
Tenant hereby irrevocably appoints the Landlord and its successors in title
severally as attorney of the Tenant and in its name (and with power to appoint the Landlord’s solicitors as substitute
attorney) solely for the purposes of making any application referred to
in clause 4.26.3 but only if the Tenant is in breach of the obligation to apply
itself


4.27                          Regulations and covenants


To comply with:


4.27.1                           all
reasonable regulations properly made by the
Landlord from time to time and notified to the Tenant in writing for the good
management of the Building  PROVIDED ALWAYS THAT no such regulations shall purport to amend the terms
expressed in this lease and if there is any inconsistency between the terms of
this lease and the regulations the terms of this lease shall prevail AND PROVIDED FURTHER THAT such regulations shall not impose any obligations or
restrictions on the Tenant which shall be more onerous than the obligations and
restrictions herein contained in respect of the subjects herein contained


4.27.2                           by
way of indemnity only all covenants stipulations and other matters affecting
the Premises in or referred to in documents referred to in Schedule 7 and not
knowingly to interfere with any rights
easements or other matters affecting the Premises


4.28                          Security and access


To use all reasonable endeavours to
ensure that the Tenant’s visitors to the Premises observe such
reasonable security regulations notified by the Landlord to the Tenant in writing which may apply to them


4.29                          Head Lease


4.29.1                           To observe and perform the covenants and conditions on the part of the
lessee contained in the Head Lease so far as they relate to the Premises except
the covenant for the payment of rent and payment of other monies thereunder
(other than costs of approvals required hereunder) and except also so far as
the



 24
 






 



obligations fall to be observed and performed
by the Landlord or the Management Company


4.29.2                           Not to do or omit any act or thing which would or
might cause the Landlord to be in breach of the Head Lease in the form
it is in at the date hereof


4.30                          Service Charge


To pay the Service Charge (and VAT thereon) to the
Management Company for the period from the date hereof at the times and in the
manner provided for in clause 6 and schedule 5 (subject to the terms thereof)
without deduction or set off save as may be required by law and to pay the
Outside Normal Business Hours Charge within 14 days of written demand (either
quarterly or by monthly instalments)


5.                                     LANDLORD’S COVENANTS


The Landlord covenants with the Tenant:


5.1                                Quiet enjoyment


The Tenant may
peaceably hold and enjoy the Premises without any lawful interruption by the Landlord
or any person rightfully claiming through under or in trust for it or by title
paramount


5.2                                Insurance


(A)                             To keep the Building (including the Premises and all means of access
thereto within the Building) (except all tenants’ plant and equipment and trade
fixtures) insured against the Insured Risks in such sum as in the Landlord’s reasonable
opinion (having taken appropriate professional
advice) represents its then full current reinstatement cost (together
with architects and other professional fees costs of demolition and site
clearance) with a reputable insurance company and to use reasonable endeavours
to procure (whether by specific notice or general clause) that the Tenant’s
interest is noted on the policy of insurance and the insurer waives any rights
of subrogation it may have against the Tenant and that the policy contains a
non-invalidation clause


(B)                               To insure and keep
insured:


(1)                                 all air conditioning
heating and hot water systems and boilers (if any) against explosion third
party and all other usual and necessary risks such insurance to provide for
periodical inspection of the said boilers to be arranged by the insurers; and


(2)                                 all lifts against
mechanical and electrical breakdown third party and all other usual and
necessary risks such insurance to provide for periodical inspection of the said
lifts to be arranged by the insurers


and cause all monies received by virtue of any such
insurances to be laid out in making good the said central heating and hot water
systems and boilers or the said lifts (as the case may be)



 25














 


5.2.2                                 On request to supply the Tenant (but not more
frequently than once in any period of twelve months unless there is a
change in the insurance policy) with full
particulars of such insurance policy or policies


5.2.3                                 If
and whenever during the Term the Premises the Building or any means of access
to the Premises within the Building (except as aforesaid) is damaged or
destroyed by an Insured Risk and to the extent that payment of the insurance
monies is not refused because of any act neglect default or omission of the
Tenant or of any person deriving title under or through the Tenant or their
respective servants agents and invitees the Landlord will with all reasonable
speed take all the necessary steps to obtain any requisite planning permissions
and consents and immediately  after they
are obtained to lay out the money received from the insurance of the Building
(except sums in respect of public liability and employer’s liability and loss
of rent) towards replacing and reinstating (but not necessarily in facsimile
reinstatement) the damaged or destroyed parts of the Building and in the case
of the Premises to the Reinstatement Specification as soon as reasonably
practicable (the Landlord agreeing to notify the Tenant in writing of the
anticipated date by which the Premises will be so reinstated at least 2 months
prior to such date) and the Landlord shall make good any shortfall out of its
own monies PROVIDED ALWAYS THAT the Tenant shall have no claim against the Landlord
under this clause 5.2.3 in respect of the manner of replacement of the interior
of any Lettable Unit other than the Premises or any alteration to the Common
Parts provided access to the Premises and the exercise of rights granted
hereunder are no less convenient and commodious and PROVIDED FURTHER THAT the Landlord shall not be liable to carry out the
replacement if it is unable (having used all reasonable endeavours) to obtain
every planning permission and consent necessary to execute the relevant work in which event the Landlord shall be entitled
to retain all the insurance money received by it


5.2.4                                 If and whenever during the Term the Premises the
Building or any means of access to the Premises within the Building is damaged
or destroyed by the Uninsured Risk so that the Premises are incapable of beneficial
occupation or use then the Landlord shall have 12 months from the date of such damage or
destruction (the “Election
Period”) to decide whether to
rebuild or reinstate the Premises the Building and/or the means of access to
the Premises within the Building


5.2.5                                 The Landlord shall give the Tenant not less than two
months’ written notice expiring no later
than the end of the Election Period as to whether or not it intends to rebuild
or reinstate the Premises the Building or means of access to the
Premises


5.2.6                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does intend to rebuild or reinstate the
Premises the Building or any means of access to the Premises within the
Building the Landlord shall comply with its obligations set out in clause 5.2.3
as if the same were set out here in full mutatis
mutandis and as if the term “Insured Risk” was replaced by the term “Uninsured
Risk” and on the basis that the Landlord’s obligation to reinstate is not
conditional upon receipt of the insurance monies.



 26
 






 



 


5.2.7                                 Following service of the Landlord’s notice in
accordance with clause 5.2.5 that it does not intend to rebuild or reinstate
the Premises the Building or any means of access to Premises within the
Building this lease shall forthwith determine.


5.2.8                                 If the Landlord shall not have served notice in
accordance with clause 5.2.5 the Landlord or the Tenant may on the service of
notice in writing given to the other within the period of 3 months following
the date 2 months less one day prior to the expiration of the Election
Period forthwith determine this lease.


5.2.9                                 If notice to determine the lease is served pursuant
to clause 5.2.5 or 5.2.8 this lease shall forthwith determine but the
determination shall be without prejudice to any right of action of either party
in respect of any previous breach of this lease by the other and all moneys (if
any) payable under the insured policies shall be paid to and belong to the
Landlord absolutely.


5.2.10                           If Acts of Terrorism become an Uninsured Risk then
the Landlord shall notify the Tenant of the same in writing as soon as
reasonably practicable.


5.3                                Head Lease


5.3.1                                 To pay the rents reserved by and other sums due under
the Head Lease and to perform (so far as the Tenant is not liable for such
performance under the terms of this lease but so far only as to preserve the
existence of the Head Lease and this
lease) the covenants and conditions on the part of the lessee contained in the
Head Lease


5.3.2                                 On the request  of the Tenant to use all reasonable
endeavours to enforce the covenants on the part of the Superior Landlord
contained in the Head Lease


5.3.3                                 To use all reasonable
endeavours at the Tenant’s expense to obtain the consent of the Superior
Landlord wherever the Tenant makes application for any consent required under
this lease where the consent of both the Landlord and the Superior Landlord is
needed by virtue of this lease and the Head Lease


5.3.4                                 To
comply with the conditions, covenants and
obligations contained in the documents referred to in schedule 7


5.4                                Electricity provision


Subject to clause 7.3 and 7.7
to  provide or procure the provision of
electricity to the Premises  to meet the
requirements of the Tenant and other lawful occupiers of the Premises having
regard to the overall electricity services design standards for the Building as
a whole and to all relevant statutory provisions from time to time regulating
the supply and utilisation of electricity and the terms and conditions relative
thereto from time to time imposed by the electricity provider chosen by the
Landlord


5.5                                Management Company Access


Subject to the proviso to clause 4.9 to allow the
Management Company such rights over the Building as it requires from time to
time for the due and proper provision of the Services



 27
 






 



 


5.6                                Signage


Not to grant the right for any
tenant at the Building to affix signage the exterior of the Building PROVIDED THAT this clause 5.6
shall not apply in respect of the entrance doors to the part of the Building
known as 101 Bishopsgate where the Landlord shall not be prohibited from
granting rights for tenants to affix signage.


5.7                                Designation of facilities


Where the Landlord or Management Company is to
designate a means of access or facilities or services hereunder the Landlord
shall ensure that sufficient means of access facilities and/or services are
provided to the Premises such that it shall at all times be capable of
beneficial use and occupation by the Tenant for the purposes permitted by this
lease


6.                                     PROVISION OF SERVICES


The Management Company covenants with the Tenant:


6.1                                Well and substantially to repair and properly clean
and decorate the structure of the Building (including the structure of the
roofs foundations external and internal walls and columns and structural slabs
of the ceilings and floors) the external surfaces of the Building (including
the whole of the glazing within the external walls of the Building) the Common
Parts


6.2                                To keep the Service Media designed for common or
general use and the Landlord’s Services Equipment in good and substantial
repair and in clean condition and at all times in good and safe working order


6.3                                To keep the lifts in the Building clean and in good
and substantial repair and condition and at all times in good and safe working
order


6.4                                To provide heating or cooling (as appropriate) to the
Premises and the toilets serving the same for such hours as the Tenant shall
require (subject to the Tenant paying the Outside Normal Business Hours Charge
in relation to provision outside Normal Business Hours)


6.5                                To ensure that the
Premises have a constant supply of hot and cold water for use in washing
facilities through such of the Service Media as are designed for the same


6.6                                To ensure that the Common Parts are at all times kept
clean tidy and unobstructed


6.7                                To provide or procure the provision of electricity to
the Premises and the Common Parts and each and every part thereof designed to
receive the same to the extent necessary to meet the reasonable requirements of
the Tenant and other lawful occupiers of the Premises having regard to the
overall electricity services design standards for the Building as a whole and
to all statutory provisions from time to time regulating the supply and
utilisation of electricity and the terms and conditions relative thereto from
time to time imposed by the electricity provider


6.8                                To comply with the requirements of any statute
(already or in the future to be passed) or any government department local
authority other public or competent authority or court of competent
jurisdiction relating to the Building or any part for which any tenant or
occupier of the Building is not directly or exclusively liable


6.9                                To ensure that at all times there are such security
officers at and patrolling the Building as is reasonably appropriate for
premises of the same size and nature as the Building



 28
 






 



 


6.10                          To provide or procure the provision of:


6.10.1                           without prejudice to the
generality of the foregoing, the Services during Normal Business Hours; and


6.10.2                           such of the Services outside Normal Business Hours as
in the Management Company’s reasonable discretion are appropriate to provide to
a high class office building in the City of London outside Normal Business
Hours; and


6.10.3                           such of the Services outside Normal Business Hours as
the Tenant shall previously request (but subject to the Tenant being
responsible for the Outside Normal Business Hours Charge)


(having regard in all cases to and
in accordance with the overall design standards for the Building as a whole and
subject to the limitations contained in Clause 7.6) in an efficient and
economic manner and in accordance with good estate management provided that the
Management Company shall be entitled to employ such managing agents
professional advisers contractors and other persons as it shall from time to
time reasonably think fit for the purpose of the performance of the Services


PROVIDED THAT the Management Company shall not be liable for
(without prejudice to the provisions of clause 7.3) any temporary closure of
any of the Common Parts or temporary interruption in the provision of the
Services or stoppage or severance affecting any of the Service Media or any
temporary interruption to the supply of electricity to the Common Parts or
temporary closure or diversion of any of the Common Parts or Service Media by
reason of necessary inspection repair maintenance or replacement thereof or any
part thereof or any plant machinery equipment installations or apparatus used
in connection therewith or damage thereto or destruction thereof by any risk
(whether or not an Insured Risk) or by reason of electrical mechanical or other
defect or breakdown or frost or other inclement conditions or shortage of fuel
materials supplies or labour or whole or partial failure or stoppage of any
mains supply due to any circumstances beyond the reasonable control of the Management Company PROVIDED ALWAYS that the Management Company
shall use all reasonable endeavours to minimise the adverse effects of any such
circumstances and to remedy any such temporary interruption closure or
diversion as soon as reasonably practicable and ensure reasonable access
is available to the Premises at all times


7.                                     PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED
THAT:


7.1                                Forfeiture and re-entry


7.1.1                                 Without prejudice to any other remedies and powers
contained in this lease or otherwise available to the Landlord if


(A)                             the whole or part of the rent firstly reserved shall be unpaid for
twenty-eight days after becoming payable (whether the rents have been
demanded or not); or


(B)                               the whole or part of the
rents (save the rent firstly reserved) shall be unpaid for 28 days after
becoming payable and being demanded


(C)                               any of the Tenant’s material covenants in this lease
are not performed or observed in the manner and at the times herein specified;
or



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(D)                              the
guarantee granted by any guarantor of the Tenant’s obligations is or becomes
unenforceable (in whole or in part) for any reason whatsoever (save where such
situation arises as a result of the Landlord’s actions) or


the Tenant or any guarantor of the
Tenant’s obligations (or if more than one person any one of them)


(E)                                being a company is the subject of a petition or
issues a notice convening a meeting to consider a resolution for its winding up
or enters into liquidation whether voluntarily (except for reconstruction or
amalgamation of a solvent company on terms previously agreed by the Landlord)
or compulsorily or has a provisional liquidator or a receiver (including an
administrative receiver) appointed or a resolution is passed or any other step
is taken by the company or its directors for the appointment of an
administrator, or an administrator is appointed, or a petition or application
for an administration order is presented in relation to the company or a
petition for one or of a voluntary arrangement or a proposal for one under Part
I Insolvency Act 1986 or is unable to pay its debts within the meaning of
section 123 Insolvency Act 1986 or is otherwise insolvent or having been
registered with unlimited liability it acquires limited liability or


(F)                                being a company incorporated outside the United
Kingdom is the subject of any proceedings or event analogous to those referred
to in clause 7.1.1(E) in the country of its incorporation or elsewhere or shall
otherwise cease for any other reason to be or to remain liable under this lease
or shall cease for any reason to maintain its corporate existence (other than
by merger consolidation or other similar corporate transaction in which the
surviving corporation assumes or takes over the liabilities of the Tenant under
this lease);


(G)                               being an individual is the subject of a bankruptcy
petition or bankruptcy order or of any application or order or appointment
under section 253 or section 273 or section 286 Insolvency Act 1986 or
otherwise becomes bankrupt or insolvent or dies or


(H)                              enters into or makes any proposal to enter into any
arrangement or composition for the benefit of his creditors


the Landlord may at any time thereafter (and
notwithstanding the waiver of any previous right of re-entry) re-enter
the Premises whereupon this lease shall absolutely determine but without
prejudice to any Landlord’s right of action in respect of any antecedent breach
of the Tenant’s covenants in this lease or any Tenant’s rights of action in
respect of any antecedent breach of the Landlord’s or the Management Company’s
covenant’s in this Lease provided that such forfeiture does not cancel reduce
or restrict any right of action or remedy of the Landlord or the Tenant in
respect of any breach prior to such forfeiture by the Tenant or the Landlord or
Management Company (as applicable) of its obligations under this lease or the
amount of damages which the Landlord or the Tenant (as the case may be) may
claim



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7.2                                Letting scheme use and easements


No letting or building scheme exists
or shall be created in relation to the Building and (subject only to those
easements expressly granted by this lease) neither the Tenant nor the Premises
shall be entitled to any easement or quasi-easement whatsoever and
save to the extent necessary to preserve or protect the easements expressly
granted by this Lease nothing herein contained or implied shall give the Tenant
the benefit of or the right to enforce or to have enforced or to prevent the
release or modification of any right easement covenant condition or stipulation
enjoyed or entered into by any tenant of the Landlord in respect of property
not demised by this lease or prevent or restrict the development or use of the
remainder of the Building or any other land provided that the Landlord shall
ensure that any such use or development does not materially adversely affect
the Tenant’s use and enjoyment of the Premises


7.3                                Common Parts and Service Media


Subject always to the rights of the
local authority the relevant supply authorities and any other competent
authority and the rights granted to the Tenant hereunder the Common Parts and
the Service Media are at all times subject to the exclusive control and management
of the Landlord who may from time to time (if (having first consulted with the
Tenant and duly taken reasonable representations into consideration) it shall
be necessary or reasonable to do so for the benefit of the Building or
otherwise in keeping with the principles of good estate management) alter
divert substitute stop up or remove any of them (leaving available for use by
the Tenant  at all times means of access
to and egress from and servicing and amenities for the Premises not materially
less advantageous convenient and commodious than existed prior to such
alteration diversion substitution stopping up
or removal)


7.4                                Service of notices


7.4.1                                 In addition to any other mode of service any notices
to be served under this lease shall be validly served if served in accordance
with section 196 Law of Property Act 1925 as amended by the Recorded Delivery
Service Act 1962


7.4.2                                 If the Tenant or any guarantor comprises more than
one person it shall be sufficient for all purposes if notice is served on one
of them but a notice duly served on the Tenant will not need to be served on
any guarantor


7.5                                Rent cesser


7.5.1                                 If and whenever during the Term:


(A)                             the Premises (other than the Tenant’s plant and
equipment and tenant’s fixtures) or the means of access to or egress
from all parts of the Premises within the Building or any of the services in
the Building are damaged or destroyed by any of the Insured Risks so that the
Premises are incapable of beneficial occupation and use and


(B)                               the insurance of the Building or the payment of any
insurance money has not been vitiated as a result of the act neglect default or
omission of the Tenant or of any person deriving title under or through the
Tenant their respective servants agents and invitees



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the rents
firstly fourthly and fifthly reserved by this Lease and the Service Charge or a
fair proportion of them according to the nature and extent of the damage
sustained shall be suspended and cease to be payable from and including the
date of destruction or damage until whichever is the earlier of the date on
which the Premises are reinstated to the Reinstatement Specification and if
applicable the means of access and egress within the Building to the Premises
and services necessary for the beneficial occupation and use of the Premises
are available and the date of expiry of the period for which loss of rent is
insured (being not less than four years and not more than six years) (and any
of the rents firstly fourthly or fifthly reserved actually paid for a period
expiring after the date of damage or destruction (or a fair and just proportion
thereof) shall be repaid by the Landlord to the Tenant as soon as reasonably
practicable) and any dispute about such
suspension shall be referred to the award of a single arbitrator to be
appointed in default of agreement on the application of the Landlord or the
Tenant to the President for the time being of The Royal Institution of  Chartered Surveyors in accordance with the
Arbitration Act 1996


7.5.2                                 If the circumstances contemplated by clause 5.2.6 exist
the rent firstly, fourthly and fifthly reserved by this lease and the Service
Charge or a fair proportion of them according to the nature and extent of the
damage sustained shall be suspended and cease to be payable from and including
the date of expiry of the Election Period until the date on which the Premises
are reinstated to the Reinstatement Specification and if applicable the means
of access and egress within the Building to the Premises and the services
necessary for the beneficial occupation and use of the Premises are available
and any dispute about such suspension shall be referred to the award of a
single arbitrator to be appointed in default of agreement on the application of
the Landlord or the Tenant to the President for the time being of The Royal
Institution of Chartered Surveyors in accordance with the Arbitration Act 1996


7.6                                Provision for determination after destruction
or damage


If the circumstances referred to in clause 7.5.1 or
7.5.2 shall apply such that the whole of the rent firstly fourthly and fifthly
reserved by this lease and the Service Charge shall be suspended and it shall
be apparent having regard to all the material facts and circumstances that the
Premises (including if applicable the essential means of access to the
Premises) shall not be capable of reinstatement to the Reinstatement
Specification by the date which is 4 years from the date of the damage or
destruction then in such circumstances either the Landlord or the Tenant may
within a period of 12 months following the date which is 4 years from the date
of the damage or destruction by notice served upon the other determine this lease forthwith but without prejudice to the
rights of the parties in respect of any antecedent breaches


7.7                                Landlord’s liability


The Landlord shall not be liable for (without
prejudice to the provisions of clause 7.3) any temporary closure of any of the
Common Parts or temporary stoppage or severance affecting any of the Service
Media or any temporary interruption to the supply of electricity to the
Premises or temporary closure or diversion of any of the Common Parts or
Service Media by reason of necessary inspection repair maintenance or
replacement thereof or any part thereof or any plant machinery equipment
installations or apparatus used in connection therewith or damage thereto or destruction
thereof by any risk (whether



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or not an Insured Risk) or by reason of electrical
mechanical or other defect or breakdown (save for any defect or breakdown
caused by want of proper maintenance or repair) or frost or other inclement
conditions or shortage of fuel materials supplies or labour or whole or partial
failure or stoppage of any mains supply due to any circumstances beyond the
reasonable control of the Landlord PROVIDED
ALWAYS that where reasonably practicable the Landlord shall provide
alternative services (if the absence thereof would materially adversely affect
the Tenant’s use and enjoyment of the Premises) and otherwise PROVIDED ALWAYS
that the Landlord shall use all reasonable endeavours to minimise the adverse
effects of any such circumstances and to remedy any such temporary interruption
closure or diversion as expeditiously as
reasonably practicable


7.8                                Arbitration fees


The fees of any arbitrator incurred
in any arbitration proceedings arising out of this lease may be paid to the arbitrator
by the Landlord or by the Tenant notwithstanding any direction or prior
agreement as to liability for payment and any sums so paid for which the party
who pays them initially is not ultimately liable shall be repayable on demand
by the party who is liable for them


7.9                                Rent review memorandum


Forthwith after every agreement or
determination of any increase in the amount of the rent reserved and made
payable by virtue of schedule 4 a memorandum recording the increase shall be
attached to this lease and to the counterpart and such memorandum shall be
signed by or on behalf of the Landlord and the Tenant respectively and each
party shall bear their own costs in relation thereto


7.10                          No warranty as to use


Nothing contained in this lease
shall constitute or be deemed to constitute a warranty by the Landlord that the
Premises are authorised under Planning Law to be used or are otherwise fit for
any specific purpose


7.11                          Disputes


7.11.1                           Any dispute between the Tenant and any other tenant
or occupier of any part of the Building relating to any easement or right
affecting the Building (other than the Landlord or the Management
Company) or any part of it shall (unless the
Landlord shall by notice to the parties concerned renounce its power to
determine it) be referred to the Landlord whose decision (acting in the
capacity of an expert) shall be binding upon the parties to the dispute


7.11.2                           Where any issue (other than one relating to a rent
review) arising out of or under or relating to the Head Lease which also affects
or relates to the provisions of this lease is to be determined as provided in
the Head Lease the determination of such issue pursuant to the provisions of
the Head Lease shall be binding on the Tenant as well as the Landlord for the
purposes both of the Head Lease and this lease


7.12                          Rateable value appeals


If the Landlord or the Tenant
intends to make a proposal to alter the entry for the Premises in the local non-domestic
rating list it shall notify the other party of its intention and shall



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incorporate in the proposal such
proper and reasonable representations as may be made by or on behalf of that
party


7.13                          Jurisdiction


This lease shall be governed by and
construed in all respects in accordance with the laws of England and the
English courts shall have exclusive jurisdiction in relation to disputes
arising under or connected with this lease and the parties hereto irrevocably
submit to the jurisdiction of such courts and irrevocably waive any objection
which any of them may have now or in the future to the English courts being
nominated for the purpose of this clause on the grounds of venue or otherwise
and agree not to claim that any such court is not a convenient or appropriate
forum


8.                                     LANDLORD’S GUARANTOR’S OBLIGATIONS


8.1                                The Landlord’s Guarantor at the request of the
Landlord and in consideration of the Tenant agreeing to take this lease
unconditionally covenants and guarantees with and in favour of the Tenant as a
primary obligor and not merely as a surety or merely collateral to that of the Landlord
that all of the Landlord’s obligations covenants agreements and conditions
contained in this lease will be performed and observed in the manner and at the
times herein specified and that if there is default in performing and observing
any of the Landlord’s obligations (notwithstanding any time or indulgence
granted by the Tenant to the Landlord or compromise, neglect or forbearance on
the part of the Tenant in enforcing the observance of the Landlord’s
obligations in this lease) the Landlord’s Guarantor will observe and perform
(or procure the performance and observance of) the obligations in respect of
which the Landlord shall be in default and make good to the Tenant all losses
costs damages and expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.2                                The Landlord’s Guarantor at the request of the
Management Company and in consideration of the Tenant agreeing to pay the
Service Charge unconditionally covenants and guarantees with and in favour of
the Tenant as a primary obligor and not merely as a surety or merely collateral
to that of the Management Company that all of the Management Company’s
obligations contained in this lease will be performed and observed in the
manner and at the times herein specified and that if there is default in
performing and observing any of the Management Company’s obligations
(notwithstanding any time or indulgence granted by the Tenant to the Management
Company or compromise, neglect or forbearance on the part of the Tenant in
enforcing the observance of the Management Company’s obligations in this lease)
the Landlord’s Guarantor will observe and perform (or procure the performance
and observance of) the obligations in respect of which the Management Company
shall be in default and make good to the Tenant all losses costs damages and
expenses properly occasioned to the Tenant by any breach non-observance
or non-performance of any of the obligations covenants agreements and
conditions as aforesaid


8.3                                For the avoidance of doubt the obligations of the
Landlord’s Guarantor under sub-clauses 8.1 and 8.2 above shall remain
effective for the full duration of the Term notwithstanding (i) any sale (or
other disposition) of the Landlord’s reversionary interest to this lease and/or
(ii) any of the circumstances described (or analogous to those described) in
sub-clauses 7.1.1(D), 7.1.1(E), 7.1.1(F), 7.1.1(G) or 7.1.1(H)
hereof occurring in relation to either the Landlord or the Management Company.  In the
event that either such event occurs, the



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Landlord’s Guarantor will, at its sole cost
and expense, promptly enter into a deed directly with the Tenant (in a form
required by the Tenant) to give full effect to the intention that the
guarantees given by the Landlord’s Guarantor hereunder shall continue on the
basis set out in this sub-clause 8.3


8.4                                The obligations of the Landlord’s Guarantor hereunder
shall not be released, reduced, exonerated or in any way affected by:


8.4.1                                 any neglect, delay or forbearance on the part of the
Tenant in taking steps to enforce the performance and observance of and
compliance with any of the covenants, obligations and conditions on the part of
the Landlord or the Management Company herein contained, or


8.4.2                                 any variation of this lease with the consent of the
Landlord’s Guarantor (or without the consent of the Landlord’s Guarantor where
such variation shall not increase the liability of the Landlord’s Guarantor) PROVIDED THAT (and the Landlord’s Guarantor expressly agrees that)
any variation of this lease not being of the manner described in this sub-8.4.2
shall only take effect to release the Landlord’s Guarantor from liability to
the extent of the increased liability arising out of such variation to the
intent that, for the full duration of the Term, the Landlord’s Guarantor shall
remain liable to the Tenant under this Clause 8 to the extent of such liability
as existed at the date hereof


8.4.3                                 the Landlord or the Management Company ceasing to
exist or having an administration order or any other circumstance in the nature
of those described in sub-clause 8.4.2 above made against either of them,
or


8.4.4                                 any other matter which, but for this provision, would
or might operate to affect, reduce or extinguish the liability of the Landlord’s
Guarantor under this Lease in whole or in part


9.                                     TENANT’S GUARANTOR’S OBLIGATIONS


In consideration of the Landlord
entering into this lease, the Tenant’s Guarantor as a principal obligor agrees
with the Landlord that:


9.1                                Guarantee


Until the expiry of this lease or
until any earlier date when the Tenant’s Guarantor is released by virtue of the
Landlord and Tenant (Covenants) Act 1995 from its obligations under this
sub-clause:


9.1.1                                 the Tenant’s
obligations under this lease will be performed;


9.1.2                                 the Tenant will comply with any authorised guarantee
agreement which it enters into on a transfer of this lease; and


9.1.3                                 to the extent the Tenant’s obligations or any
such authorised guarantee agreement are not complied with, the Tenant’s
Guarantor will comply with them and will indemnify the Landlord against any
loss it suffers as a result of any non-compliance.



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9.2                                Preservation of the Guarantee


The Tenant’s Guarantor’s obligations under sub-clause 8.1 are not affected
by:


9.2.1                                 any indulgence, compromise or neglect in enforcing
the Tenant’s obligations or any refusal
by the Landlord to accept tendered rent;


9.2.2                                 any variation or waiver of any of the terms of this
lease with the consent of the Tenant’s Guarantor (or without consent of
the Tenant’s Guarantor where such variation shall not increase the liability of
the Tenant’s Guarantor);


9.2.3                                 any partial surrender of this lease (and the
Tenant’s Guarantor’s liability shall continue but only in respect of the Tenant’s
continuing obligations);


9.2.4                                 any forfeiture of this
lease, whether in whole or in part;


9.2.5                                 any legal limitation,
immunity, incapacity, insolvency or the winding-up of the Tenant or by the fact
that the Tenant otherwise ceases to exist;


9.2.6                                 any action taken by or
on the Landlord’s behalf in contemplation of re-letting the Premises;


9.2.7                                 any other act or
omission which, but for this provision, would have released the Tenant’s
Guarantor from liability;


or any combination of any such
matters.


9.3                                No right to participate in security


The Tenant’s Guarantor may not participate
in, or exercise any right of subrogation in respect of, any security held by
the Landlord for the Tenant’s obligations.


9.4                                Disclaimer


If this lease is disclaimed:


9.4.1                                 The Landlord may require the Tenant’s Guarantor at
its cost to accept a new lease of the Premises on the same terms of, and
containing the same agreements as, this lease (and, where any such term applies
as at a particular date or period, as at the same date or period), as if this
lease had not been disclaimed and as the terms have effect immediately before
the disclaimer, for the residue of the Term, and with effect, from the date of
disclaimer but the new lease shall omit this clause.


9.4.2                                 For the purposes of sub-clause 8.4.1:


(A)                             the Landlord may notify the requirement to the Tenant’s
Guarantor only within the period of four months commencing on the date of
disclaimer;


(B)                               if there are any matters outstanding under this lease
immediately before it is disclaimed, they shall be determined between the
Landlord and the Tenant’s Guarantor and be reflected, as appropriate, in the
new lease;


(C)                               the new lease shall be completed within 4 weeks after
the date when the Landlord notifies the requirement to the Tenant’s Guarantor.



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9.5                                Forfeiture or the Tenant ceasing to exist


If this lease is forfeited or if the
Tenant ceases to exist, the Landlord may require the Tenant’s Guarantor to:


9.5.1                                 accept a new lease of the Premises in accordance with
sub-clause 9.4, as if it applies to forfeiture or the Tenant ceasing to exist
and to the date of forfeiture or cessation; or


9.5.2                                 pay the Landlord an amount equal to rents and
outgoings due from the Tenant pursuant to the Tenant’s obligations under this
lease by the Landlord from the date of forfeiture or cessation until (a) the
earlier of the first date when all the Premises are re-let and the last day of
the Term, or (b) the expiry of 4 months from the date of forfeiture or
cessation


and the Tenant’s Guarantor will
comply with the relevant requirement.


9.6                                Transfer of the reversion


The benefit of the Tenant’s
Guarantor’s obligations under this clause will pass to a transferee of the
Landlord’s reversion in the Premises without
need for an express assignment.


IN WITNESS
whereof this Deed has been executed by the parties hereto and is intended to be
and is hereby delivered on the date first above written



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SCHEDULE 1


(The Premises)


ALL THOSE office premises situate on the 26th floor and
being part of the Building which are shown on the Plan and thereon edged red
which premises include:


(a)                                 the plaster linings and other interior coverings and
facing materials of all walls and of any columns within or bounding the said
premises


(b)                                the screed the raised floor the fixed and unfixed
floor coverings and all materials lying between the upper surface of the
structural floor slab and the raised floor surface


(c)                                 the
suspended ceilings including all materials forming part of them lying in the
void space (if any) above such ceilings but below the lower surface of the
structural ceiling slab


(d)                                all
non-load bearing walls (including partitions) lying within the said
premises


(e)                                 all plant and other apparatus and conducting media which
serve the said premises exclusively including
any which the Landlord may permit under clause 4.14 and whose operation does
not have any impact on the central building systems


(f)                                   the following items supplied and fitted by the
Landlord:


(i)                                     venetian horizontal perforated blinds (if any) on the
inside of the external windows of the Premises


(ii)                                  high quality carpet tiles from Milliken (if any)


but
exclude:


(i)                                    all Service Media and Landlord’s Services Equipment
and


(ii)                                 the load bearing structure of the Building including
the load bearing structure of the roofs foundations external and
internal walls and columns and the structural slabs of the ceilings and floors
together with any other structural parts of the Building and


(iii)                              the external surfaces of the Building and the whole
of the window glazing and window frames and other fenestration units
constructed in the external walls and in the other boundaries of the said
premises


SCHEDULE 2


(Easements and rights granted)


1.                                     The right subject to the provisions of clause
7.3 and subject to compliance with all reasonable rules and regulations made in
the interests of good estate management of the Building and having due regard
to the interests of the Tenant in connection with the exercise of such right as
may be prescribed from time to time by the Landlord:


1.1                                for the Tenant its servants and duly authorised
agents invitees and visitors for the purpose only of ingress and egress to and
from the Premises to use the Common Parts and to use all means of escape
which shall at all times be in locations and in accordance with standards



 38
 






 



 


approved by any competent
authority but only when needed in an emergency or
fire drills (if any)


1.2                                to free and uninterrupted passage through and
use of the Service Media


1.3                                to use such lavatories in the Building as the
Landlord shall from time to time reasonably designate


1.4                                to use the lifts in the Building (with or without tea
trolleys)


2.                                     The right of support shelter and protection for the
Premises from any adjoining or neighbouring parts of the Building as enjoyed by
the Premises at the date of this lease


3.                                     The right to have displayed the name of the Tenant on
the signboard in the entrance lobby of the Building provided by the Landlord
pursuant to paragraph 14 of Part I of schedule 6


4.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time a right of way for the Tenant and all persons authorised by it
(expressly or impliedly and including couriers) to pass and repass at all times
with or without vehicles over and along the access ramp and roadway from the
public highway to and from the Service Area and a right of ingress and egress
from the Service Area to the Premises along such route as the Landlord may from
time to time reasonably designate


5.                                     Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time the right to load and unload vehicles delivering and picking up
materials equipment and other items for use by the Tenant in the Service Area
or such other area of the basement as shall from time to time be reasonably
designated by the Landlord for the purpose


6.                                     The
right for the Tenant and persons authorised by it at all reasonable times upon
prior notice (except in case of emergency) and being accompanied if reasonably
required by a representative of the Landlord (supplied by the Landlord) to
enter such other parts of the Building as are not at that time let to another
tenant and which it is necessary to enter for the purposes of exercising its
rights herein granted or carrying out any works required to comply with the
covenants and conditions of the Tenant herein contained and where such works
cannot otherwise reasonably be carried out without such entry


7.                                     7.1                                  Subject
to such regulations as the Landlord may reasonably notify in writing from time
to time and obtaining any wayleave agreement (if appropriate) the right to
connect with the network termination points and communications equipment and
cabling in the Building of British Telecom or any other provider of
telecommunications services subject in each case to the Tenant being
responsible for the cost thereof and to lay and thereafter maintain repair
renew and replace and use such telephone and other communication cabling and
related equipment as the Tenant shall reasonably require from such network
termination points to the Premises along such common risers in the Building as
the Landlord shall reasonably and expeditiously direct (the Tenant being
entitled to a fair proportion only of such common risers)


7.2                                  Subject
to the Landlord’s prior written approval (not to be unreasonably withheld or
delayed) the right to connect into install lay and thereafter maintain repair
replace renew and use for the free and uninterrupted passage of services of
whatever nature such other



 39
 






 



 


Service Media in the Building as the Tenant shall
reasonably require for the purposes of its business along such riser ducts in
the Building or in under or over other property over which the Landlord has
corresponding rights as the Landlord shall reasonably direct (the Tenant being
entitled to a fair proportion only of such riser duct space)


8.                                     The
right in common with others to connect into the Landlord’s aerial on the roof
of the Building and (subject always to first obtaining the Landlord’s consent
(such consent not to be unreasonably withheld or delayed) and subject to all
necessary statutory consents) to erect one aerial or a satellite dish or other
transmission and receiving equipment of similar nature (not exceeding one metre
in length or diameter) together with all associated duct and cabling and wiring
(“Transmission Equipment”) and the right to connect to and thereafter repair
maintain and renew such Transmission Equipment upon the roof of the Building
together with the right of ingress and egress to and from the Transmission
Equipment at all reasonable times upon reasonable notice and prior appointment
with the Landlord for the purposes of repairing maintaining and inspecting the
Transmission Equipment


SCHEDULE 3


(Exceptions and reservations)


1.                                     The right to build alter or extend (whether
vertically or laterally) any building provided that the access of light and air
or either of them to the Premises nor the Tenants beneficial use and
enjoyment of the Premises and the lights windows and openings thereof are not materially adversely affected


2.                                     The right at reasonable times on reasonable prior
written notice (except in an emergency where no notice need be given) to enter
upon the Premises as often as may be necessary for the purpose of complying
with the covenants on the Landlord’s part (as lessee) under  the Head Lease for all the purposes for which
the Tenant covenants in this lease to permit entry and for all purposes in
connection with the carrying out of the Services and for the purposes of
complying with any statutory requirements


3.                                     The right to use and to construct inspect maintain
repair divert and otherwise alter stop up and relay and to make connections to
any Service Media in on or under the Premises at any time during the Term for
the benefit of any other part of the Building or any adjacent or neighbouring
land of the Landlord provided the Tenant’s use and enjoyment of the
Premises is not materially adversely affected


4.                                     The right to erect and temporarily maintain
scaffolding on or against any part of the Building so long as reasonable and
sufficient means of access to and egress from and servicing the Premises are maintained
provided the Tenant’s use and enjoyment of the Premises is not materially
adversely affected


5.                                     All
rights of light air and other easements and rights (but without prejudice to
those expressly granted by this lease) enjoyed by the Premises from or over any
other part or parts of the Building or any adjacent or neighbouring land of the
Landlord


6.                                     The
right of support protection and shelter for the benefit of other parts of the Building
from the Premises as enjoyed by the Building at the date hereof



 40














 


7.                                     The right for
one or more members of any security staff employed by the Landlord or its duly
authorised agents (who shall present evidence of their authority) at any time
or times on reasonable prior written notice (save in the case of emergency
where no notice is required) to enter the Premises if it shall be considered
reasonably necessary or desirable so to do in
connection with the security of the Building


8.                                     The right for the tenant or occupier of any other
part of the Building authorised by the Landlord having first given reasonable
prior written notice to the Tenant at reasonable times in the daytime and at
any time and without notice in case of emergency to enter the Premises (but
only where such access is necessary) for the purpose of repairing that other
part of the Building the Landlord agreeing to make good any damage so caused as
a result of such entry to the reasonable satisfaction of the Tenant


9.                                     The rights reserved to the Superior Landlord (by
covenant or by express reservation) in the Head Lease


10.                              The right for the Landlord or the Landlord’s
consultants or its agents on reasonable prior notice to enter the Premises for
the purpose of compiling as-built plans and other information in
accordance with clause 4.12.3(D)(III)


PROVIDED ALWAYS  THATin exercising the rights hereby reserved the Landlord and the Management
Company and anyone authorised by them shall comply with the proviso to clause
4.9


SCHEDULE 4


(The first reserved rent and the review thereof)


1.                                       In this schedule the following expressions have the
respective meanings:-


(1)                                          “Review Rent” means the yearly market rent as would be negotiated
in the open market by a willing lessor to a willing lessee which might
reasonably be expected to be payable after the expiry of a rent free period or
concessionary rent or capital payment in lieu thereof for the purposes
of fitting out as would be negotiated in the
open market by a willing lessor to a willing lessee with vacant possession on
the Review Date without fine or premium for a term of 10 years and otherwise
upon the provisions (save as to the amount of the rent first reserved by this
Lease) contained in this Lease and on
the assumption if not a fact that the Tenant’s covenants and obligations
hereunder have been fully complied with and on the further assumptions that:


(a)                                 the Permitted Use and the Premises comply with
Planning Law free from any onerous condition restriction and limitation and
every other Enactment and that the lessee may lawfully carry on the Permitted
Use PROVIDED HOWEVER THAT this
paragraph (a) shall be deemed deleted in the event that any onerous condition
restriction and/or limitation aforesaid has existed for a period exceeding six
months in the five year period preceding the Review Date;


(b)                                no work has been carried out to the Premises which
has diminished their rental value (otherwise than work carried out in
pursuance of any obligations to the Landlord or where pursuant to a statutory
obligation);



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(c)                                 in
case the Building or any part of it has been destroyed or damaged by an Insured
Risk it has been fully restored;


(d)                                the Premises have been completed at the cost of the
Landlord in accordance with the drawings and specification described in the
Reinstatement Specification;


but
disregarding any effect on rent of:


(i)                                    the fact that the Tenant or any underlessee or other
permitted occupier or their respective predecessors in title has been or is in
occupation of the Premises or any other premises in the Building;


(ii)                                 any goodwill attached to the Premises by the carrying
on in them of the business of the Tenant or any underlessee or their respective
predecessors in title or other permitted occupier;


(iii)                              (without prejudice to paragraphs 1(1)(b) 1(1)(c) of
this schedule) any works carried out to the Premises or the Building during or
prior to the Term by the Tenant or any permitted underlessee in either case at
its own expense otherwise than in pursuance of any obligation to the Landlord (except
any contained in a licence to alter (if necessary) granted by the Landlord or in
compliance with statutory requirements);


(iv)                              the fact that the Tenant has the benefit of a rent
free period for fitting out.


(2)                                           “Review Surveyor” means an independent chartered surveyor appointed
pursuant to paragraph 4(1) of this schedule and if to be nominated by or on
behalf of the President for the time being of the Royal Institution of
Chartered Surveyors the said President to be requested to nominate an
independent chartered surveyor having not less than ten years practice in the
City of London next before the date of his appointment and recent substantial
experience in the letting and valuation of office premises of a similar
character and quality to those of the Premises and who is a Partner or director
of a leading firm or company of surveyors having specialist market and
valuation knowledge of such premises.


2.                                      The yearly rent first reserved and payable from the
Review Date until the expiry of the Term shall be the higher of:


(1)                                          the Initial Rent (ignoring for this purpose any rent
cesser pursuant to clause 7.5); and


(2)                                           the Review Rent.


3.                                      If the Landlord and the Tenant shall not have agreed
the Review Rent by the Review Date it shall (without prejudice to the ability
of the Landlord and the Tenant to agree it at any time) be assessed as follows:


(1)                                           the Review Surveyor shall (in the case of agreement
about his appointment) be forthwith appointed by the Landlord or the Tenant to
assess the Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of the
President for the time being of The



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Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;


(2)                                           unless the Landlord and the Tenant agree that the
Review Surveyor shall act as an expert (which after the appointment has been
made they may not do save with the consent also of the Review Surveyor) he
shall act as an arbitrator and the arbitration shall be conducted in accordance
with the Arbitration Act 1996;


(3)                                           If the Review Surveyor is appointed as an expert he
shall be required to give notice to the Landlord and the Tenant inviting each
of them to submit to him within such time limits as he shall stipulate a
proposal for the Review Rent supported (if so desired by the Landlord or the
Tenant) by any or all of:


(i)                             a statement of reasons;


(ii)                          a professional rental valuation and (separately and
later);


(iii)                       submissions in respect of each other’s statement of
reasons and valuation


but he shall not be bound thereby
and shall make the determination in accordance with his own judgment (including
any determination concerning any party’s liability for the costs of the
reference to him) save in respect of points of law.


(4)                                           If the Review Surveyor whether appointed as
arbitrator or expert refuses to act or is or becomes incapable of acting or
dies the Landlord or the Tenant may apply to the President for the further
appointment of another Review  Surveyor.


4.                                      If the Review Rent has not been agreed or assessed by
the Review Date the Tenant shall:


(1)                                           continue to pay the Initial Rent on account; and


(2)                                           pay the Landlord within fourteen days after the agreement or assessment of the Review Rent
the amount (if any) by which the Review Rent for the period commencing on the
Review Date and ending on the quarter day following the date of payment exceeds
the Initial Rent held on account for the same period plus interest at three per
cent below the Interest Rate for each instalment of rent due on and after the
Review Date on the difference between what would have been paid on that rent
day had the Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the date of payment of the shortfall).


5.                          If any Enactment restricts the right to review rent
or to recover an increase in rent otherwise payable then when the restriction
is released the Landlord may at any time within six months after the date of
release give to the Tenant not less than one month’s written notice requiring an additional rent review as at the
next following quarter day.


SCHEDULE 5


(The Service Charge)


1.                                     In this schedule:


“Accounting Period”
means the period from and
including 1st January to and including 31st December in a year or such
other period of twelve months as the Management



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Company shall reasonably determine from time to time
and notified to the Tenant in writing


“Expert” means an independent chartered surveyor experienced
in the administration and apportionment of service charges for buildings
similar to the Building as agreed upon by the Management Company and the Tenant
or on failure to agree appointed at the request of either party by the
President Provided that where an Expert has previously been agreed or appointed
in relation to any matter in connection with the Service Cost or the allocation
of the Service Cost between the tenants of the Building (whether or not
pursuant to the terms of this Underlease) the Management Company or the Tenant
shall be entitled if reasonable to require that the same Expert be appointed


“Interim Sum” means a yearly sum assessed by the Management Company
acting reasonably on account of the Service Charge for each Accounting Period
being a fair and reasonable estimate of the Service Charge payable by the
Tenant in respect of that Accounting Period


“President” means the president for the time being of the Royal
Institution of Chartered Surveyors or the next most senior officer willing to
act


“Reserve” means the total of the amounts received by the
Management Company in respect of the matters referred to in paragraph 2.2
of this schedule


“Service Charge” means the proportion or proportions of the Service
Cost attributable to the Premises determined in accordance with the provisions
of this schedule payable from the date hereof


“Service Charge
Certificate” means a
certificate showing the Service Cost and Service Charge for each
Accounting Period served pursuant to paragraph 5 of this schedule and prepared
by an independent suitably qualified accountant appointed by the Management
Company


“Service Cost” means the total sum calculated in accordance with
paragraph 2 of this schedule


2.                                     The Service Cost shall be the total of:


2.1                                 the reasonable cost properly incurred by the
Management Company in any Accounting Period in reasonably and properly carrying out or procuring the carrying out of the
Services and providing each item of the Services including (without prejudice
to the generality of the foregoing) the costs and expenses set out in Part II
of schedule 6 (insofar as the same are reasonable and properly incurred)
in any such case in the interests of good estate management but excluding for the avoidance of doubt


2.1.1                                any costs attributable to the provision of any of the
Services outside Normal Business Hours at the specific request of the Tenant
(which shall be charged direct to the Tenant) or of any other tenant or tenants
of the Building and


2.1.2                                any Value Added Tax which the Management Company may
incur of and incidental to the provision of the Services and which is
recoverable as input tax by the Management Company



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2.1.3                                 any cost or expense incurred in making good any
damage caused by any of the Insured Risks


2.1.4                                any
costs or expenses incurred relating to the works to the ground floor reception
area, lift cars and renewal of the smoke detection systems in the Building that
were carried out or are being carried out at the date of this lease


2.1.5                                any
costs or expenses (or increased costs and expenses) relating to any Lettable
Unit within the Building which are the direct responsibility of or are properly
recoverable by the Landlord by way of Service Charge from any tenant of such
space or in the case of  unlet space or
space occupied by the Landlord or any group company or any licensee or invitee
of the Landlord other than for the proper management of the Building that would
be the responsibility of or so recoverable had the same been let on a lease on
similar terms to this lease


2.1.6                                any
costs (or increased costs) relating to works done to the Building or any
Lettable Unit or the Service Media or the Landlord’s Services Equipment to
induce another tenant or prospective tenant of any Lettable Unit to take a
lease of any part of the Building


2.1.7                                any
costs (or increased costs) attributable to contemplating pursuing or enforcing
any remedies of the landlord or the Management Company against any other
tenants or occupiers of the Building


2.1.8                                any
marketing costs for the Building


2.1.9                                any
costs of the Landlord relating to any dealings with matters of title relating
to its reversionary interest


2.1.10                          any
costs or expenses incurred in relation to the collection of arrears of rent
service charge and other monies from the other tenants or occupiers of the
Building


2.2                                an amount (to be revised annually by the Management
Company at its reasonable discretion to
be charged in any Accounting Period as a contribution to the establishment and
maintenance of a reserve towards the estimated cost to the Management Company
of the provision of the Services such amount to be ascertained on the
assumption (inter alia) that the cost of replacement of items of plant
machinery equipment and other capital items is calculated on such life
expectancy of the said items as the Management Company may from time to time
reasonably determine to the intent that a fund be accumulated sufficient to
cover the cost of replacement of the said items by the end of their
anticipated life such amounts (together with accrued interest) to be held on
trust for the Tenant for application in accordance with the terms of this lease
in a separate designated interest bearing bank account with interest to accrue
to that account provided that:-


2.2.1                                 Upon disposal by the
Landlord of its reversionary interest in the Building the Landlord shall
transfer such deposit account and the balance of the Reserve to its successors
in title to such reversionary interest; and



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2.2.2                                 the Landlord shall
provide the Tenant (at the Tenant’s request) with a statement of the total
amount standing to credit of such bank account at the time of the request


PROVIDED FURTHER THAT nothing herein contained shall oblige the Management
Company to maintain the Reserve or a reserve sufficient to cover the whole of
the cost of replacement of any plant machinery equipment or other capital items
and provided further that any expenditure on any items in respect of which any
sums shall have been included in the Reserve during an Accounting Year shall at
the Management Company’s reasonable discretion as to the amount thereof if any
be met out of the Reserve AND PROVIDED THAT in
respect of any costs or expenses not incurred exclusively in connection with
the provision or carrying out of the Services a fair proportion only of such
costs and expenses shall be included in the Service Cost


3.


3.1                                The Service Charge payable by the Tenant for any
Accounting Period shall be a fair and proper proportion of the Service
Cost attributable to the Premises from time to time as properly determined by a
suitably qualified surveyor or auditor appointed by the Management Company
(acting as expert) (and so in proportion for
any Accounting Period not falling wholly within the Term the Service Cost in
any such case being deemed to accrue on a day to day basis for the purpose of
apportionment)


3.2                                If at any time and from time to time during the Term
the method or basis of calculating or ascertaining the cost of any item of the
Services shall alter or the basis of calculating or ascertaining the Service
Cost in relation to any item of the Services shall change and as a result it is
reasonable in the interests of good estate management that there be a
variation of the calculation of the Service Charge in order to achieve a fairer
and better apportionment of the Service Cost amongst the tenants of the
Building then and in every such case a suitably qualified surveyor or
accountant appointed by the Management Company (acting as expert) may vary and
amend the Service Charge and make appropriate
adjustments thereto provided always that in the event of any dispute between
the Management Company and the Tenant and the other tenants of the Building or
any of them the same shall be referred to the Expert for determination (the
Expert to act as an expert and not as an arbitrator) whose decision shall save
in the case of manifest error or gross negligence be binding on the parties
(including his decisions as to the responsibility for his costs)


3.3                                The fair proportion to be determined by the Management
Company in paragraph 3.1 above shall be determined on the basis that all
accommodation within the Building let or occupied or designed contracted or
adapted for letting or occupation (other than management accommodation) is
fully let on terms which include service charge provisions consistent with the
service charge provisions contained in this lease (save where otherwise specified
herein) and such proportion shall not be increased or altered by reason of the
fact that at any time any part of such accommodation may be vacant or that any
tenant or other occupier of any other part of the Building may default in
payment of its due proportion of the Service Cost


4.


4.1                                The Tenant shall pay to the Management Company the Interim Sum without
deduction by equal quarterly instalments in advance on the usual quarter days (provided
written notice



 46
 






 



of the Interim Sum has been provided the Tenant in accordance with
paragraph 4.5 of this Schedule) the first payment to be made on the date hereof
for the period from the date hereof to the next quarter day


4.2                                The Management Company shall be entitled to require as part of the Interim
Sum payments in advance on account of the cost of the consumption of and supply
charges in respect of electricity consumed within the Premises (save for any
amounts which are invoiced directly by London Electricity plc or
relevant electricity provider to the Tenant) such sums not to exceed a fair and proper estimate of amounts reasonably
anticipated by the Management Company as falling due within the next quarter


4.3                                If the Tenant consistently requests the provision of any of the Services
outside Normal Business Hours the Management Company shall be entitled in
addition to require the Tenant to pay along with payments of the Interim Sum a
fair and proper estimate of amounts likely to be payable by the Tenant in the
next quarter on account of such Services in accordance with the terms of this
lease


4.4                                The Interim Sum for the Premises for the Accounting Period beginning on 1st
January [      ] and ending 31st December
[      ] shall be £[            ] exclusive of VAT


4.5                                Either before or as soon as practicable after the commencement of every
Accounting Period the Management Company shall serve or cause to be served on
the Tenant written notice of the Interim Sum for the relevant Accounting Period


5.


5.1                                As soon as practicable after the expiry of every
Accounting Period (and in any event within 4 months after such expiry) the
Management Company shall serve or cause to be served a Service Charge
Certificate on the Tenant for the relevant Accounting Period


5.2                                A Service Charge Certificate shall contain a summary
of the Service Cost in respect of the Accounting Period to which it relates and
the relevant calculations showing the Service Charge


5.3                                The Tenant may request further details of the
breakdown of the expenditure under any particular item or items shown in a
Service Charge Certificate by giving notice thereof in writing to the
Management Company within six months of
the date of service on the Tenant of the relevant Service Charge Certificate
and upon receipt of such a notice the Management Company shall furnish to the Tenant
all such relevant details in its possession or control or which can reasonably
be obtained by it as relate to the expenditure under the item or items in
question at the cost of the Tenant PROVIDED
ALWAYS that notwithstanding the
giving of any such notice the Tenant shall nevertheless pay all Interim Sums
and Service Charges as and when they fall due or as may be underpaid from time
to time (but without prejudice to any challenge claim or dispute that the
Tenant may have made or may make in the future in respect of its Service Charge
liability or otherwise)


6.                                     Within fourteen days after the service on the Tenant
of a Service Charge Certificate showing that the Service Charge for any
Accounting Period exceeds the Interim Sum for that Accounting Period with
a demand for such excess and a valid VAT invoice the Tenant shall (without prejudice to any challenge claim or dispute as
aforesaid) pay to the Management Company or as it shall direct a sum equal to
the amount by which the Service Charge exceeds the Interim Sum provided that
and the Tenant hereby acknowledges that if



 47
 






 



there
shall be any such excess in respect of the Accounting Period the amount of such
excess shall be a debt due from the Tenant to the Management Company and in the
event that such excess is not received by the Management Company within 14 days
of the due dates for payment it shall
attract interest at the Interest Rate calculated for the period commencing on
the due date for payment and ending on the date the sum is subsequently
received by the Management Company notwithstanding that the Term may have
expired or been determined before the service by or on behalf of the Management
Company of the relevant Service Charge Certificate


7.                                     If in any Accounting Period the Service Charge is
less than the Interim Sum for that Accounting Period a sum equal to the amount
which the Interim Sum exceeds the Service Charge shall be accumulated by the
Management Company and shall be applied in or towards the Service Charge for
the next following Accounting Period or Accounting Periods or at or after the
end of the Term repaid to the Tenant within 14 days after preparation of the
Service Charge Certificate


8.                                     Unless challenged by the Tenant pursuant to the
provisions of paragraph 9 of this schedule every notice certificate calculation
determination or assessment properly made by or on behalf of the Management Company referred to in this schedule
shall (save in the case of manifest error or gross negligence) be conclusive
and binding upon the parties hereto


9.                                     The Tenant (acting reasonably) may at any time within
six months after the submission of a Service Charge Certificate challenge it on
any reasonable ground (including without limitation on the ground that the
Service Charge therein stated exceeds the Service Charge which should have been
payable had the provisions of this lease been properly adhered to) PROVIDED THAT the Tenant gives notice with
full particulars of its ground of alleged challenge and in any such case:


9.1                                 any sum due to or payable by the Management
Company pursuant to paragraphs 6 and 7 above shall (save in manifest error)
still be paid or allowed pending resolution of
the Tenant’s challenge as if the Service Charge Certificate were correct


9.2                                 the Management Company and the Tenant shall endeavour
to resolve the relevant issue but if they cannot do so the issue in dispute
shall be referred to the Expert (acting as an expert and not an arbitrator)
whose decision shall save in the case of manifest error be binding on the
parties (including his decision as to the responsibility for his costs)


9.3                                 such adjustments to the Service Charge Certificate as
may be required to be made in consequence of the resolution of the dispute
shall be paid as soon as reasonably practicable after such resolution and any
sum due to or payable by the Management Company shall then be paid or allowed
(as the case may be) immediately


10.                              All sums obtained from the Tenant and any other
tenants or occupiers of the Building towards the Service Cost and sums
collected in respect of the Reserve shall each be placed in separate interest
bearing designated deposit accounts to be applied only towards the cost of
providing the Services and all interest accrued on such deposit account shall
be credited (net of tax) to the account



 48
 






 



 


11.                              The Management Company will account to the Landlord
as soon as practicable following expiry of each Accounting Period for that part
of the Service Charge which relates to costs directly incurred by the Landlord
and not by the Management Company including (but not limited to) the costs
referred to in paragraphs 5 7 8 9 and 12 of Part II of schedule 6


SCHEDULE 6


(Services)


PART I


1.                                     Inspecting maintaining repairing amending altering
and (where consistent with an obligation to repair) rebuilding and renewing and
where appropriate treating washing down painting and decorating all load
bearing and other structural parts of the Building and the relevant parts of it
described in paragraphs (ii) and (iii) of schedule 1


2.                                     Inspecting servicing maintaining operating and
repairing and (where consistent with an obligation to repair) renewing amending
overhauling and replacing the Landlord’s Services Equipment and all other
apparatus plant machinery and equipment within the Building (if any) from time
to time excluding any “stand alone” systems installed by the Tenant or any
other tenant or occupier of the Building


3.                                     Inspecting servicing maintaining operating repairing
cleansing emptying amending altering and (where consistent with an
obligation to repair) renewing overhauling and
replacing all Service Media


4.                                     Keeping the Common Parts and the car park within the
Building properly cleansed decorated treated maintained and lit to such
standard as the Management Company may from time to time consider adequate


5.                                     Providing such mechanical ventilation heating and (if
deemed desirable by the Management Company) cooling for such parts of the
Building and for such hours and times of the year (subject to clause 6) as the
Management Company shall in its reasonable discretion determine in
accordance with the principles of good estate management PROVIDED THAT in the event
that the Tenant installs (or the Previous Tenant has installed) plant and/or
duct work to cool the toilets of the ground to 13th floors of the Building then
such cooling shall be maintained at all times (unless otherwise requested by
the Tenant)


6.                                     Providing and maintaining at the Management Company’s
reasonable discretion any furniture architectural or ornamental features
or murals and any horticultural displays plants shrubs trees or garden area in
the Common Parts and maintaining the same in accordance with the principles of
good estate management


7.                                     Supplying whether by purchase or hire and maintaining
repairing servicing and keeping in good and serviceable order and condition
(and where consistent with an obligation to repair) renewing and replacing all
fixtures and receptacles appliances materials equipment plant and other things
which the Management Company may reasonably deem desirable or necessary for the
maintenance appearance upkeep or cleanliness of the Building or any part of it
or otherwise in connection with the provision of the Services in accordance
with the principles of good estate management



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8.                                     Cleaning as frequently as the Management Company
shall in its reasonable discretion consider adequate in accordance with the
principles of good estate management the exterior and interior of all window
glazing and window frames and other fenestration units in the Common Parts and
the outside of the window glazing referred to in paragraph (iii) of schedule 1
and the maintenance cleansing repair inspection and (where reasonably necessary
in the course of repair) renewal or replacement of all window cleaning) cradles
carriageways and runways


9.                                     Providing a security service to the Common Parts and
the car park within the Building including where appropriate in the Management
Company’s reasonable and proper judgment in accordance with the
principles of good estate management closed circuit television and/or other plant
and equipment for the purpose of surveillance and supervision of users of the
Building


10.                              Disposing of refuse from the Building (including
collecting and compacting or otherwise treating or packaging as the Management
Company thinks fit such refuse and if necessary pest control) and the provision
repair maintenance and renewal of any plant and equipment in connection
therewith


11.                              Maintaining an adequate supply of hot and cold
water and supplying washing and toilet requisites in the lavatory accommodation
in the Building which the Tenant has a right to use under this lease and
cleaning the same as frequently and to a standard appropriate to a high class
office


12.                              Such rodent or other pest control in the Building as
the Management Company shall consider necessary or desirable in
accordance with the principles of good estate management


13.                              Providing one or more receptionists in the ground
floor entrance hall of the Building at all times


14.                              Providing and maintaining a signboard in the entrance
lobby of the building for the display of tenants’ names


15.                              Controlling so far as practicable traffic flow within
the car park in the Building and traffic and parking therein and for that
purpose to provide such working and mechanical systems as the Management Company
considers appropriate including wheel clamping immobilising and removal of vehicles
in accordance with the principles of good estate management


16.                              Providing and maintaining a post room facility for
the reception of mail to the Building


17.                              Complying with the obligations on the part of the
tenant contained in the Head Lease save for the payment of rent and
other than in relation to any Lettable Unit or where incurred in accordance
with the obligations on the part of the Landlord contained in clause 5.3 or
where the Landlord shall be in breach of its obligations under the Head Lease


18.                              Maintaining third party and public liability
insurance in such sum as shall be reasonably appropriate in the case of the
Building and such staff as may be employed.



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19.                              Complying with the obligations set out in clause 6


20.                              Any other services relating to the Building or any
part of it provided by the Management Company from time to time which shall be:


20.1                           reasonably capable of being enjoyed by the occupier
of the Premises or


20.2                           reasonably calculated to be for the benefit of the
Tenant and other tenants of the Building or


20.3                           appropriate for the maintenance upkeep or cleanliness
of the Building or


20.4                           otherwise in keeping with the principles of good
estate management


PROVIDED ALWAYS that


(i)                                     Where in this schedule there are references to
matters or things which are then stated to include certain particular matters
or things which are not also stated to be without prejudice to the generality
of the wording preceding it nevertheless the reference to the particular
matters or things shall be deemed to be and in each case shall be without
prejudice to the generality of the wording preceding it


(ii)                                  Without
prejudice to the Tenant’s rights under schedule 2, the Management Company shall
have the right to cease or to procure the cessation of the provision of or add
to or procure the addition to any item of Services matter or thing specified in
this schedule if the Management Company shall having regard to the principles
of good estate management reasonably deem it desirable or expedient so to do
but before so doing the Management Company shall notify all the tenants in the
Building Provided that the Tenant’s use and enjoyment of the Premises shall not
be materially adversely affected thereby


(iv)                              The Management Company or the managing agents may
temporarily withdraw any item of Services matter or thing specified in this
schedule if in their reasonable opinion such withdrawal is in the interest of
good estate management PROVIDED THAT
the Tenant’s use and enjoyment of the Premises shall not be materially
adversely affected thereby PROVIDED FURTHER
THAT the Management Company shall use its reasonable endeavours to
minimise any disruption or inconvenience to the Tenant


PART II


1.                                     All fees and disbursements of any individual or firm
or company employed or retained by or on behalf of the Management Company or
its agents (including without limitation managing agents fees) for or in
connection with:


1.1                                 any surveying or accounting functions for the
Building and


1.2                                 the performance of the Services or any of them and
any other duties in or about the Building or any part of it relating to the
general management administration security maintenance protection and
cleanliness of the Building


2.                                     The reasonable and proper fees of the
Management Company having regard to open market rates from time to time for any of the Services or for the functions and
duties



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referred
to in paragraph 1 of this Part of this schedule which shall be undertaken by
the Management Company and not by a third party


3.                                     The cost (in addition to any fees referred to in
paragraph 2 and where the context permits paragraph 1 of this Part of this
schedule) of employing (whether by the Management Company or any managing
agents or any other individual or firm or company) such staff as the Management
Company may in its reasonable discretion consider appropriate in
accordance with the principles of good estate management for the performance of
the Services and the functions and duties referred to in paragraph 1 of this Part of this schedule and all other incidental
expenditure in relation to such employment including without prejudice to the
generality of the foregoing:


3.1                                 salaries wages pensions and pension contributions
benefits in kind and other emoluments and National Insurance and other
statutory contributions or levies


3.2                                 the provision of uniforms and working clothing


3.3                                 the provision of tools appliances cleaning and other
material fixtures fittings and other equipment for the proper performance of
their duties and a store for housing the same and


PROVIDED THAT where
under this lease the Management Company and persons employed or appointed by it
shall provide services to persons or premises other than the Building or the
tenants thereof then a fair and reasonable proportion of their costs only shall
be recoverable hereunder


4.                                     The cost of entering into any contracts for the
carrying out of all or any of the Services


5.                                     All rates taxes assessments duties charges
impositions and outgoings which are now or during the Term shall be charged
assessed or imposed on:


5.1                                 the whole of the Common Parts or any part of them


5.2                                 any residential accommodation provided for caretakers
and other staff employed in connection with the Building and any other premises
provided as referred to in paragraph 3(4) of this Part of this schedule


excluding
any tax payable by the Landlord as a direct result of any actual or implied
dealing with the reversion of any lease
or of the Landlord’s receipt of income


6.                                     The cost  of
the supply of water electricity gas oil and other fuel for the provision of the
Services (save where recovered through the Outside Normal Business Hours
or the Electricity Cost) and the cost of any
electricity generating monitoring metering and distribution plant machinery and
equipment in or on the Building


7.                                     The reasonable
and proper cost which the Landlord may be
called upon to pay as a contribution towards the expense of making repairing
maintaining rebuilding and cleansing any ways roads pavements or structures
Service Media or anything which may belong to or be used for the Building or
any part of it exclusively or in common with other neighbouring or adjoining
premises



 52
 






 



 


8.                                     The cost of taking all reasonable and proper
steps deemed desirable or expedient by the Landlord and/or the Management
Company in accordance with the principles of good estate management for
complying with or making representations against or otherwise contesting the
incidence of the provisions of any Enactment relating to or alleged to relate
to the Building or any part or it for which any tenant is not directly and
exclusively liable


9.                                     The
reasonable and proper cost to the Landlord and/or the Management Company in
accordance with the principles of good estate management of abating any
nuisance in respect of the Building or any part of it insofar as the same is
not the liability of any tenant


10.                              Any
interest and fees incurred in respect of money borrowed at commercially
competitive rates to finance the provision of the Services and the costs
referred to in this Part of this schedule or
any of them PROVIDED THAT
in the case of interest payable the Landlord shall have first applied against
such costs all payments or sums received by the Landlord by way of advance
payment from the Tenant or otherwise from other occupiers of the Building TOGETHER WITH an amount equal to that which
the Landlord is required to bear under paragraph 12 of Part I of this Schedule


11.                              Any VAT (or any tax of a similar nature which may be
substituted for or levied in addition to it) incurred by the Management Company
on any other amount comprised in the Service Cost save to the extent that the
Management Company obtains credit for such VAT incurred by the Management
Company pursuant to sections 24 25 and 26 Value Added Tax Act 1994 or any
regulations made thereunder.


12.                              A reasonable notional rent for any management
accommodation reasonably and properly
provided within the Building to facilitate the provision of the Services


13.                              All
other costs properly incurred in connection with the provision of the Services


SCHEDULE 7


(Matters to which the demise is subject)


1.                                     The entries on the registers of Title Number
NGL272172 as at the date hereof in so far as they affect the Premises


2.                                     Agreement dated 24 November 1995 between The
Prudential Assurance Company Limited (1) 99 Bishopsgate Limited (2) The
Scottish Amicable Life Assurance Society (3)



 53
 






 



 


	
  EXECUTED as a DEED by 99
  BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 1) LIMITED acting by two directors/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  (NO. 2) LIMITED acting by two director/a

  	
  )

  	
   

  
	
  director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by 99 BISHOPSGATE

  	
  )

  	
   

  
	
  MANAGEMENT LIMITED acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by HAMMERSON

  	
  )

  	
   

  
	
  U.K. PROPERTIES PLC acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					




 54
 






 



 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL (UK) LIMITED acting 

  	
  )

  	
   

  
	
  by two directors/a director and the company

  	
  )

  	
   

  
	
  secretary

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 


 


	
  EXECUTED as a DEED
  by CRA

  	
  )

  	
   

  
	
  INTERNATIONAL, INC. acting by two

  	
  )

  	
   

  
	
  directors/a director and the company secretary

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
					



 



 55














 


(Contractor Warranty)


THIS DEED is made the       day
of                                                           200[ ]


BETWEEN:


1.                                      OVERBURY
PLC (Registered Number 00836946) whose registered office is situated at 77 Newman Street, London, W1T 3EW (the
“Contractor”); and


2.                                      [                               ]
(Registered Number [     ]) whose registered office is
situated at [        ] (or) [of                         ]  (the “Beneficiary”
which expression shall include its successors in title and permitted assigns
under this Deed and those deriving title under it or them).


WHEREAS:


(A)                             DOMINION
CORPORATE TRUSTEES LIMITED, a company registered in
Jersey with the registered number 73883 whose registered office is at 47
Esplanade, St. Helier, Jersey JE1 0BD, and DOMINION
TRUST LIMITED, a company registered in Jersey with the registered
number 53805 whose registered office is at 47 Esplanade, St. Helier, Jersey JE1
0BD, as trustees of the Hammerson 99 Bishopsgate Unit Trust (together, the “Trustees”) entered into a building
contract dated 19 December 2005 with the Contractor (the “Building
Contract”, which expression shall include any variation to the terms
of the Building Contract and any new or replacement contract created by the
novation of the Building Contract) for the carrying out and completion of the
works more particularly defined in the Building Contract (the “Works”) in connection with the
refurbishment of floors 22-26 inclusive and the ground floor reception area
(the “Project”) at 99 Bishopsgate (the “Premises”).


(B)                               The Building
Contract was novated to 99 BISHOPSGATE (NO.1)
LIMITED (Registered Number: 04123195) and 99 BISHOPSGATE (NO.2) LIMITED (Registered Number: 04122749),
whose registered offices are each at 10 Grosvenor Street, London W1K 4BJ, acting
as trustees for the Trustees (together, the “Employer”,
which expression shall include its successors in title and assigns and those
deriving title under it or them) by a deed of novation dated 15 August 2006
providing for the assumption by the Employer of all of the obligations and
liabilities of the Trustees under the Building Contract, as if the Employer had
always been named as a party to the Building Contract in place of the
Trustees.  References in this Deed to the
Building Contract shall mean, for the avoidance of doubt, the Building Contract
as so novated.


(C)                                The Beneficiary
has entered into an agreement with the Employer whereby the Beneficiary has,
inter alia, agreed to take a [lease/underlease] of the [whole/a part] of the
Employer’s interest in the Premises.


NOW, in consideration of the payment of one pound (£1) by the Beneficiary to
the Contractor (receipt of which the Contractor hereby acknowledges) THIS
DEED WITNESSES as follows:


1.            Obligations


The
Contractor warrants and undertake to the Beneficiary that:-



 -
 






 



1.1                                the Contractor
has duly carried out and completed and/or will duly carry out and complete the
Project in accordance with the Building Contract and that it has complied
and/or will comply in all respects with all its express and implied obligations
under the Building Contract;


1.2                                to the extent
that the Contractor has selected and/or will select materials and/or goods for
the Project they are or will be of good quality and comply with all the terms
of the Building Contract;


1.3                                insofar as the
Contractor is required by the terms of the Building Contract to provide
information to the Employer and/or any consultant of the Employer such
information shall be supplied properly and in a timely manner;


1.4                                insofar as the
Contractor is required pursuant to the Building Contract to undertake or accept
responsibility for works of design in connection with the Project the
Contractor has exercised and will continue to exercise all the reasonable skill
care to be expected of a properly qualified and competent architect or other
appropriate professional designer experienced in undertaking or accepting
responsibility for such works of design in projects of a similar size type
scope and complexity to the Project;


1.5                                the Project
satisfies or will when completed satisfy any specification or requirement
included in or referred to in the Building Contract;


1.6                                unless required
by the Building Contract or unless authorised by the Employer in writing none
of the following have been used or shall be used in or specified for use in the
Project by the Contractor:-


1.6.1                        high alumina
cement or concrete in structural elements;


1.6.2                        wood slabs in
permanent formwork to concrete or in structural elements;


1.6.3                        calcium chloride
in admixtures for use in reinforced concrete unless in accordance with BS5238
and BS8110;


1.6.4                        asbestos
(including crocidolite) or asbestos-containing products as defined in The
Control of Asbestos at Work Regulations, the Asbestos (Prohibitions)
Regulations or any statutory modification or re-enactment thereof;


1.6.5                        calcium silicate
bricks or tiles unless in accordance with BS5628, Pt 3 with bricks specified to
BS3187 or BS6649;


1.6.6                        naturally
occurring aggregates for use in reinforced concrete which do not comply with
the requirements of BS882 and/or naturally occurring aggregates for use in
concrete which do not comply with the provisions of BS8110 or BS5323;


1.6.7                        lead or any
materials containing lead which may be ingested inhaled or absorbed except
where copper alloy fittings containing lead are specifically required in
drinking water pipework by any relevant statutory requirement;


1.6.8                        urea formaldehyde
foam or materials which may release formaldehyde in quantities which may be
hazardous with reference to the limits set from time to time by the Health and
Safety Executive and the recommendations of BS5613;


1.6.9                        slipbricks;



 -
 






 



1.6.10                  chipcrete;


1.6.11                  vermiculite
plaster;


1.6.12                  glass fibre
reinforced concrete;


1.6.13                  polyisocyanurate
foam;


1.6.14                  the use of
chlorofluorocarbons (CFCs) and/or HCFCs in the manufacture of insulation, for
refrigerants in cooling systems or for any other purpose in the building’s
construction;


1.6.15                  the use of Halon
gases;


1.6.16                  tropical hardwood
of unsustainable/unknown origin;


1.6.17                  plywood
containing tropical hardwood unless certification is provided showing country
of origin, the issue of the concession explanation, a copy of the forestry
policy for the plantation and confirming shipping documentation;


1.6.18                  timber
preservatives, unless used in accordance with BS5589 and BS5268, Pt 5;


1.6.19                  materials which
are composed substantially of mineral fibres, either man-made or
naturally occurring having a thickness of 3 microns or less and a length of 200
microns or less;


1.6.20                  other substances
generally recognised by the Building Research Establishment to be deleterious
at the time of their specification; and


1.6.21                  other substances
not in accordance with British Standards or Codes of Practice where such exist
or such other equivalent standards or requirements applicable in the UK at the
time of specification.


2.            Documents


2.1                                The Contractor
hereby grants to the Beneficiary an irrevocable royalty-free and non-exclusive
licence to copy and use all technical information, drawings, models, bills of
quantity, specifications, schedules, details, plans, programmes, budgets,
reports, calculations, working papers or other documents work or things
whatsoever (the “Documents”) which have been or
will be provided by the Contractor in connection with the Project for all
purposes related to the Project including but without limitation the
construction completion reconstruction alteration extension maintenance letting
promotion advertisement reinstatement use and repair of the Project or of the
Beneficiary’s interest in it PROVIDED ALWAYS
that the Contractor shall have no liability in the event the Documents are used
for a purpose other than that for which they were originally prepared.  The Beneficiary shall be entitled to grant
sub-licences and the Beneficiary’s licence and such sub-licences
shall be transferable to others.


2.2                                The Contractor
hereby irrevocably waives any rights it may have pursuant to Chapter IV (Moral
Rights) of Part 1 of the Copyright Designs and Patents Act 1988 in relation to
the Project or any part thereof or to any Documents and shall obtain a written
waiver from its employees from time to time of any rights they have in respect
of the same provided that the Contractor shall with the Beneficiary’s consent
such consent not to be unreasonably


 



 -
 






 



withheld
or delayed be entitled to use the Documents in connection with the publication
of its work and the marketing of its services.


2.3                                The Contractor
shall provide the Beneficiary at its request and upon reimbursement of the
reasonable costs of producing the same such copies of all or any of the
Documents as are required by the Beneficiary.


3.            Insurance


3.1                                The Contractor
shall, without prejudice to its obligations under this Deed and/or otherwise at
law, maintain:-


3.1.1                        such insurance as
the Contractor is required to maintain under the Building Contract in
accordance with the terms contained therein; and


3.1.2                        for the period
commencing on the date of this Deed and expiring on the date which is 12 years
after the date of practical completion of the whole of the Works under the
Building Contract professional indemnity insurance with a well established
insurance company or underwriter of good repute in the United Kingdom to cover
the Contractor’s obligations and liabilities under or in connection with this
Deed with a limit of indemnity of not less than £5,000,000.00 (Five Million
Pounds) for each and every claim PROVIDED
ALWAYS that such insurance continues to be available generally in
the United Kingdom market at commercially reasonable premium rates.


3.2                                The Contractor shall,
as and when it is reasonably required to do so by the Beneficiary, provide for
inspection by the Beneficiary documentary evidence to demonstrate that the
insurances referred to in Clause 3.1 have been and are being maintained
properly.  The Contractor shall inform
the Beneficiary if such insurances (or any of them) cease to be available or
are otherwise not maintained or renewed or become void or unenforceable for any
reason.


4.                                      Assignment
and Third Party Rights


4.1                                The Beneficiary
shall be entitled to assign on two occasions or transfer by way of absolute
legal assignment all of its rights arising under this Deed at any time to any
person Company or other entity acquiring the whole of the Beneficiary’s
interest in the Premises.


4.2                                The Contractor
shall not without the written consent of the Beneficiary be entitled to assign
transfer charge or otherwise dispose of the rights or liabilities arising under
this Deed to any other party.


4.3                                Nothing in this
Deed confers or purports to confer on any third party any benefit or any right
to enforce any term of this Deed which that third party would not have had but
for the Contracts (Rights of Third Parties) Act 1999.


5.            Non-Waiver


The
obligations of the Contractor hereunder shall not be released or diminished by
the appointment of any person by the Beneficiary to carry out any independent
enquiry into any matter in relation to the Project or the failure by the
Beneficiary to make such appointment.



 -
 






 



6.            Governing Law and Jurisdiction


6.1                                This Deed shall
be governed by English law and the parties hereby irrevocably submit to the non-exclusive
jurisdiction of the English Courts.


6.2                                Notwithstanding
anything to the contrary in the Building Contract, the Courts shall in
determining the rights and liabilities of the Beneficiary and the Contractor
and the Employer under this Deed have full power to open up, review and revise
any decision, opinion, requirement, direction, certificate, valuation or notice
(including any decision of the adjudicator who has been appointed to resolve a
dispute under the Building Contract) and to order such measurements and
valuations as may be necessary in order to determine the respective rights and
liabilities of the Contractor and the Beneficiary and the Employer and to
determine all matters in dispute which shall be nominated to them in the same
manner as if no such decision, opinion, requirement, direction, certificate,
valuation or notice had been given.


7.            Limitation


Notwithstanding
the date hereof no action shall be brought against the Contractor after the
expiry of twelve years from the date of practical completion of the whole of
the Works as stated under the Building Contract.


IN WITNESS WHEREOF the parties intended to and
have executed these presents as a Deed the day and year first before written.


 


	
  EXECUTED as a DEED by

  	
  )

  
	
  OVERBURY
  PLC

  	
  )

  
	
  acting by:

  	
  )

  
	
   

  
	
   

  
	
   

  	
  Director

  	
   

  
	
   

  
	
   

  
	
   

  	
  Director/Secretary

  	
   

  
	
   

  
	
   

  
	
  EXECUTED
  AS A DEED by

  	
  )

  
	
  [the
  Beneficiary]

  	
  )

  
	
  acting by:

  	
  )

  



 



 -
 






 



 


Director


Director/Secretary



 -














 


(Form of Architect’s Collateral Warranty to Tenant)


THIS DEED is made the       day of
                             
200[]


BETWEEN:


1.                                      The partners in the firm of GMW ARCHITECTS a firm of architects
carrying on business at 239 Kensington High Street, London, W8 6SL (the “Consultant”); and


2.                                      [   ] (registered Number
[   ]) whose registered office is situated at
[   ] [of [   ] (the “Beneficiary” which expression shall include its successors in
title and permitted assigns).


WHEREAS:


(A)                             The Consultant has been appointed by 99
Bishopsgate (No. 1) Limited and 99 Bishopsgate (No. 2) Limited (the “Client”) under a Deed dated 19 September
2006 (the “Appointment”) for the
provision of certain services as therein defined (the “Services”) in connection with the carrying
out and completion of work on floors 22-26 inclusive and the ground floor
reception area of 99 Bishopsgate (the “Premises”)
(which work is hereinafter referred to as the “Project”).


(B)                               A building contract dated 19 December 2005
(the “Building Contract”) has been
entered into with Overbury plc (the “Contractor”)
for the carrying out and completion of the Project.  In the event that the Appointment is or has
been novated by a deed of novation providing for the assumption by the
Contractor of all of the obligations and liabilities of the Client under the
Appointment, as if the Contractor had always been named as a party to the
Appointment in place of the Client, references in this Deed to the Appointment
shall mean, for the avoidance of doubt, the Appointment as so novated, and
references in this Deed to the Services shall mean, for the avoidance of doubt,
the Services performed or to be performed both before and after such novation,
and references hereinafter to the Client shall mean the Contractor.


(C)                               Hoare Lea & Partners Limited and Davis
Langdon LLP have been appointed as consultants in connection with the carrying
out and completion of the Project (the “Other
Consultants”).


(D)                              The Beneficiary has entered into an agreement
with [   ] dated [   ] whereby the Beneficiary
has, inter alia, [agreed to take] [taken] a lease of [part of] the Premises.


NOW in consideration of the payment by the Beneficiary to the Consultant of
£1 (one pound) (receipt of which is hereby acknowledged by the Consultant) THIS DEED WITNESSES as follows:


1.                                      OBLIGATIONS


1.1                                 The Consultant warrants and undertakes to the
Beneficiary that subject to the terms of the Appointment the Consultant has
complied with and shall comply with all the Consultant’s duties and obligations
under the Appointment or otherwise and that the Consultant has exercised and
will continue to exercise in the performance of its duties and obligations
under the Appointment including the Services all the reasonable skill, care and
diligence to be expected of a properly qualified and competent architect
experienced in carrying out



 1
 






 



 


duties and services of the type comprised in the Appointment and in the
Services for projects of a similar size, type, scope and complexity to the
Project.


1.2                                 The Consultant contracts with the Beneficiary
that it will be liable to pay to the Beneficiary its “Net Contribution” (as defined in Clause 1.2.1) caused by its
failure to exercise  the reasonable
skill, care and diligence referred to in Clause 1.1 in the performance of its
duties and obligations under the Appointment.


1.2.1                        The Consultant’s liability under this Deed
shall be limited to that proportion of the Beneficiary’s losses and damages,
costs and expenses which it would be just and equitable to require the
Consultant to pay having regard to the extent of the Consultant’s
responsibility for the same and on the basis that the Other Consultants and the
Contractor appointed in respect of the design and/or construction of the
Project shall be deemed to have provided no less onerous contractual
undertakings as are referred to in Clause 1.1 to the Beneficiary in respect of
their duties and obligations in connection with the Project and shall be deemed
to have paid to the Beneficiary such proportion which it would be just and
equitable for them to pay having regard to the extent of their respective
duties and obligations (“the
Net Contribution”) provided
that, if this Clause 1.2.1 shall be found to be ineffective, inoperable or
unenforceable for any reason, it shall be severed and deemed to be deleted from
this Deed and the remaining provisions of this Deed shall continue to have full
force and effect.


1.2.2                        Any agreement or arrangement made pursuant to the Appointment in
respect of the Consultant’s duties and obligations to the Client shall likewise
bind the Beneficiary.


1.3                                 Subject to Clauses 1.1 and 1.2 and unless the
specification and/or use of the same are notified to the Client and agreed by
the Client in writing the Consultant further warrants to the Beneficiary that
none of the materials specified in this Clause 1.3 have been or shall be
specified by the Consultant for use in the Project and that insofar as it is
consistent with the Consultant’s obligations hereunder the Consultant has used
and shall continue to use all the reasonable skill, care and diligence referred
to in Clause 1.1 to ensure that they are not used in the Project:


1.3.1                        any of the following materials:-


(i)                                     high alumina cement or concrete in structural
elements;


(ii)                                  wood wool slabs in permanent formwork to
concrete or in structural elements;


(iii)                               calcium chloride in admixtures for use in
reinforced concrete unless in accordance with BS5238 and BS8110;


(iv)                              calcium silicate bricks or tiles unless in
accordance with BS5628, Pt3 with bricks specified to BS3187 or BS6649;


(v)                                 asbestos (including crocidolite) or
asbestos-containing products as defined in the Control of Asbestos at Work
Regulations the Asbestos (Prohibitions) Regulations or any statutory
modification or re-enactment thereof;


(vi)                              naturally occurring aggregates for use in
reinforced concrete which do not comply with the requirements of British Standard
Specification 882 and/or


 



 2
 






 



naturally occurring aggregates for use in concrete
which do not comply with the provisions of British Standard Specifications
BS8110 or BS5323;


(vii)                           lead or any materials containing lead which
may be ingested,  inhaled or absorbed except where copper alloy
fittings containing lead are specifically required in drinking water pipework
by any relevant statutory requirement;


(viii)                        urea formaldehyde foam or materials which may
release formaldehyde in quantities which may be hazardous with reference to the
limits set from time to time by the Health and Safety Executive and the
recommendations of BS5613;


(ix)                                slipbricks;


(x)                                   chipcrete


(xi)                                vermiculite plaster;


(xii)                             glass fibre reinforced concrete;


(xiii)                          polyisocyanurate foam;


(xiv)                         the use of chloroflurocarbons (CFCs) and/or
HCFC’s in the manufacture of insulation, for refrigerants in cooling systems or
for any other purpose in the building’s construction;


(xv)                            the use of halon gases;


(xvi)                         tropical hardwoods of unsustainable/unknown
origin;


(xvii)                      plywood containing tropical hardwood unless
certification is provided showing country of origin, the issue of the
concession explanation, a copy of the forestry policy for the plantation and
confirming shipping documentation;


(xviii)                   timber preservatives, unless used in
accordance with BS5589 and BS5268, Pt5;


(xix)                           materials which are composed substantially of
mineral fibres either man-made or naturally occurring having a thickness of 3
microns or less and a length of 200 microns or less.


1.3.2                        substances recognised by the Building
Research Establishment to be deleterious at the time of their specification;
and


1.3.3                        substances not in accordance with British Standards or Codes of
Practice where such exist or such other European equivalent standards or
requirements applicable in the United Kingdom at the time of specification.


2.                                      DOCUMENTS


2.1                                 The Consultant hereby grants to the
Beneficiary an irrevocable, non-exclusive royalty-free licence (for the
avoidance of doubt such licence to remain in full force and effect
notwithstanding determination of the Appointment for whatever reason or any
dispute hereunder) to copy and use all technical information, drawings, models,
bills of quantities,



 3
 






 



specifications, schedules, details, plans, programmes, budgets,
reports, calculations or other similar documents, work or things and whether or
not stored in any document retrieval system generated or to be generated by the
Consultant for the Client in connection with the Project (the “Documents”) for all purposes related to the Project
including, but without limitation, the construction, completion,
reconstruction, alteration, extension, maintenance, letting, promotion,
advertisement, reinstatement, use and repair of the Project or of the
Beneficiary’s interest in it provided that, for the avoidance of doubt, the
copyright in the Documents shall remain in the Consultant.  The Beneficiary shall be entitled to grant
sub-licences and the Beneficiary’s licence and such sub-licences shall be
transferable to others PROVIDED
ALWAYS that the Consultant
shall have no liability in the event the Documents are used for a purpose other
than that for which they were originally prepared.


2.2                                 The Consultant hereby irrevocably waives any
rights it may have pursuant to Chapter IV (moral rights) of Part 1 of the
Copyright, Designs and Patents Act 1988 in relation to the Project or any part
thereof or to any Documents and shall obtain a written waiver from its
employees from time to time of any rights they may have in respect of the same
provided that the Consultant shall, with the Beneficiary’s consent such consent
not to be unreasonably withheld or delayed, be entitled to use the Documents in
connection with the publication of its work and the marketing of its services.


2.3                                 The Consultant shall provide the Beneficiary
at its request and upon reimbursement of the reasonable costs of producing the
same such copies of all or any of the Documents as are required by the
Beneficiary.


3.                                      ASSIGNMENT


3.1                                 The Beneficiary shall be entitled, but only
by way of absolute legal assignment, to assign all of its rights arising under
this Deed at any time without the consent of the Consultant to any person, company
or other entity acquiring the whole of the Beneficiary’s interest in the
Premises provided that notice in writing of such assignment shall be given to
the Consultant.


3.2                                 The Consultant shall not be entitled to
assign, transfer, charge or otherwise dispose of the rights, obligation or
benefits arising under this Deed to any other party.


4.                                      INSURANCE


4.1                                 The Consultant shall without prejudice to its
obligations under this Deed and/or at law or otherwise take out and use all
reasonable endeavours to maintain professional indemnity insurance provided
that such insurance is available at commercially reasonable rates with a well
established insurance company or underwriter of repute in the United Kingdom
for a period of twelve years from the date of [practical completion]
[equivalent event] of the whole of the Project for the purposes of the Building
Contract to cover any breach, act, omission, negligence or default of the
Consultant under or in connection with this Deed with a limit of indemnity of
not less than £5,000,000.00 (Five Million Pounds) for each and every claim.


4.2                                 The Consultant shall, as and when it is
reasonably required to do so by the Beneficiary and in any event promptly upon
each renewal of such insurance cover, provide for inspection by the Beneficiary
documentary evidence to demonstrate that such insurance has been and is being
maintained properly.  The Consultant
shall inform the Beneficiary if such insurance ceases to be available or is
otherwise not maintained or renewed or becomes void or unenforceable for any
reason.



 4
 






 



5.                                      NON-WAIVER


The obligations of the Consultant hereunder shall not be released or
diminished by the appointment of any person by the Beneficiary to carry out any
independent enquiry into any matter in relation to the Premises or the failure
by the Beneficiary to make such appointment PROVIDED
ALWAYS that nothing in this Clause 5 shall modify or affect any
rights which the Consultant may have to claim contribution from counterclaim
against or raise a defence in respect of any third party whether under statute
or at common law.


6.                                      PARTNERSHIPS


6.1                                 Where the Deed is not executed by all the
partners of the Consultant those partners that do so execute this Deed warrant
and undertake that they have authority to execute this Deed for and on behalf
of all the partners so as to bind the Consultant and all of its partners from
time to time to all the terms and conditions of this Deed and upon request
shall produce evidence of such authority to the Beneficiary.


6.2                                 The obligations undertaken, covenants made
and warranties given by the Consultant under this Deed are owed jointly and
severally by the Consultant and all of its partners from time to time to the
Beneficiary.


7.                                      LIMITATION


Notwithstanding the date hereof the Consultant shall have no liability
hereunder after the expiry of twelve years from the date of practical
completion of the whole of the Project under the Building Contract save in
respect of any claim commenced by the Beneficiary by court proceedings or by
reference to arbitration prior to the expiry of that twelve year period.


8.                                      GOVERNING LAW AND
JURISDICTION


8.1                                 This Deed shall be governed by English law
and the parties hereby irrevocably submit to the non-exclusive jurisdiction of
the English Courts.


8.2                                 Notwithstanding anything to the contrary in
the Appointment, the Courts shall in determining the rights and liabilities of
the Beneficiary and the Consultant under this Deed have full power to open up,
review and revise any decision, opinion, requirement, direction, certificate,
valuation or notice (including any decision of the adjudicator who has been
appointed to resolve a dispute under the Appointment) and to order such
measurements and valuations as may be necessary in order to determine the
respective rights and liabilities of the Consultant and the Beneficiary and to
determine all matters in dispute which shall be submitted to them in the same
manner as if no such decision, opinion, requirement, direction, certificate,
valuation or notice had been given.


8.3                                 The parties hereby agree and declare that if,
and to the extent that, the Courts do not have the powers conferred upon them
by Clause 8.2 to resolve any dispute or difference, such dispute or difference
shall be referred to arbitration in accordance with the Rules of the London
Court of International Arbitration to:


8.3.1                        a Judge of the Technology and Construction
Court as arbitrator; or


8.3.2                        (where a Judge of the Technology and Construction Court is prevented
from accepting such a reference for any reason) a person to be agreed between
the parties as arbitrator or, upon failure so to agree within 14 days of a
written request made by either party to agree to such a person, a person to be
appointed as 



 5
 






 



arbitrator on the request made by either party by the London Court of
International Arbitration;


and the person so appointed as arbitrator shall exercise the powers
referred to in Clause 8.2 for the purpose of resolving the dispute or
difference in question and the date of commencement of the arbitration shall be
deemed to be the date of commencement of the litigation proceedings.


9.                                      CONTRACTS (RIGHTS OF THIRD
PARTIES) ACT 1999


Nothing in this Deed confers or purports to confer on any third party
any benefit or any right to enforce any term of this Deed which that third
party would not have had but for the Contracts (Rights of Third Parties) Act
1999.


IN WITNESS WHEREOF the parties have executed these presents as
a deed the day and year first before written.


 


	
  EXECUTED as a DEED by

  	
  )

  	
   

  
	
  GMW ARCHITECTS

  	
  )

  	
   

  
	
  acting by:

  	
  )

  	
   

  
	
  a Partner in and
  with the authority (with one

  	
  )

  	
   

  
	
  other Partner)
  to bind the firm of

  	
  )

  	
   

  
	
  GMW
  ARCHITECTS

  	
  )

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature of
  Witness

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Occupation

  	
   

  
				



 



 6
 






 



 


	
  EXECUTED as a DEED by

  	
  )

  
	
  GMW
  ARCHITECTS

  	
  )

  
	
  acting by:

  	
  )

  
	
  a Partner in and
  with the authority (with one

  	
  )

  
	
  other Partner)
  to bind the firm of

  	
  )

  
	
  GMW
  ARCHITECTS

  	
  )

  
	
   

  
	
   

  	
  Signature of
  Witness

  
	
   

  
	
   

  	
  Name

  
	
   

  
	
   

  	
  Address

  
	
   

  
	
   

  
	
   

  	
   Occupation

  
	
   

  
	
   

  
	
  EXECUTED
  AS A DEED by

  	
  )

  
	
  [the
  Beneficiary]

  	
  )

  
	
  acting by:

  	
  )

  
	
   

  
	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director/Secretary

  
			



 



 7














 


(Form of
Mechanical and Electrical Engineer’s Collateral Warranty to Tenant)


THIS DEED is
made the     day of                                   200[]


BETWEEN:


1.                                       The
partners in the firm of HOARE LEA &
PARTNERS a firm of
mechanical and electrical services engineers carrying on business at 140 Aztec
West Business Park, Almondsbury, Bristol, BS32 4TX (the “Consultant”)
and;


2.                                       [   ]
[(registered Number [   ]) whose registered office is situate at
[   ] [of [   ] (the “Beneficiary”
which expression shall include its successors in title and permitted assigns).


WHEREAS:


(A)                              The
Consultant has been appointed by 99 Bishopsgate (No. 1) Limited and 99
Bishopsgate (No. 2) Limited (the “Client”)
under a Deed dated 19 September 2006 (the “Appointment”)
for the provision of certain services as therein defined (the “Services”) in connection with the carrying out and
completion of work on floors 22-26 inclusive and the ground floor reception
area of 99 Bishopsgate (the “Premises”)
(which work is hereinafter referred to as the “Project”).


(B)                                A
building contract dated 19 December 2005 (the “Building
Contract”) has been entered into with Overbury plc (the “Contractor”) for the carrying out and completion of the
Project.  In the event that the
Appointment is or has been novated by a deed of novation providing for the
assumption by the Contractor of all of the obligations and liabilities of the
Client under the Appointment, as if the Contractor had always been named as a
party to the Appointment in place of the Client, references in this Deed to the
Appointment shall mean, for the avoidance of doubt, the Appointment as so
novated, and references in this Deed to the Services shall mean, for the
avoidance of doubt, the Services performed or to be performed both before and
after such novation, and references hereinafter to the Client shall mean the
Contractor.


(C)                                GMW
Architects and Davis Langdon LLP have been appointed as consultants in
connection with the carrying out and completion of the Project (the “Other Consultants”).


(D)                               The
Beneficiary has entered into an agreement with [   ] dated
[   ] whereby the Beneficiary has, inter alia, [agreed to take]
[taken] a lease of [part of] the Premises.


NOW in consideration of the payment by the
Beneficiary to the Consultant of £1 (one pound) (receipt of which is hereby
acknowledged by the Consultant) THIS DEED WITNESSES as
follows:


1.                                      Obligations


1.1                                 The Consultant warrants and undertakes to
the Beneficiary that subject to the terms of the Appointment the Consultant has
complied with and shall comply with all the Consultant’s duties and obligations
under the Appointment or otherwise and that the Consultant has exercised and
will continue to exercise in the performance of its duties and obligations
under the Appointment including the Services all the reasonable skill, care and
diligence to be expected of a properly qualified and competent mechanical and
electrical services engineer experienced in carrying out duties and services of
the type comprised in the Appointment and in the Services for projects of a
similar size, type, scope and complexity to the Project.



 1
 






 



 


1.2                                 The Consultant contracts with the
Beneficiary that it will be liable to pay to the Beneficiary its “Net Contribution” (as defined in Clause 1.2.1) caused by its failure to exercise  the reasonable skill, care and diligence
referred to in Clause 1.1 in the performance of its duties and obligations
under the Appointment.


1.2.1                        The “Net Contribution” shall be
such sum as shall be agreed between the Consultant and the Beneficiary or adjudged
by a court to be the proportion of the proper cost to the Beneficiary of
remedying physical defects to the Project directly caused by the Consultant’s
failure to exercise reasonable skill and care in the performance of its duties
and responsibilities under the Appointment. 
The Consultant’s liability under this Deed shall be limited to that
proportion of the Beneficiary’s losses and damages, costs and expenses which it
would be just and equitable to require the Consultant to pay having regard to
the extent of the Consultant’s responsibility for the same and on the basis
that the Other Consultants and the Contractor appointed in respect of the
design and/or construction of the Project shall be deemed to have provided no
less onerous contractual undertakings as are referred to in Clause 1.1 to the
Beneficiary in respect of their duties and obligations in connection with the
Project and shall be deemed to have paid to the Beneficiary such proportion
which it would be just and equitable for them to pay having regard to the
extent of their respective duties and obligations provided that, if this Clause
1.2.1 shall be found to be ineffective, inoperable or unenforceable for any
reason, it shall be severed and deemed to be deleted from this Deed and the
remaining provisions of this Deed shall continue to have full force and effect.


1.2.2                        Subject to Clause 8, the
duties, obligations and liabilities owed by the Consultant under this Deed
shall be no wider or greater than the duties, obligations and liabilities that
the Consultant would owe to the Beneficiary under the Appointment if the
Beneficiary had been named as the employer under the Appointment and having
regard to the nature of the Beneficiary’s interest in the Project as referred
to in the recitals hereto and (subject as aforesaid) any agreement or
arrangement made pursuant to the Appointment in respect of the Consultant’s
duties and obligations to the Client shall likewise bind the Beneficiary, and
the Consultant shall be entitled in any action or proceedings brought by the
Beneficiary to raise the equivalent rights in defence of liability (excluding
any financial claims that the Consultant may have against the Client under the
Appointment) that it would have against the Client under the Appointment.


1.3                                 Subject to Clauses 1.1 and 1.2 and unless
the specification and/or use of the same are notified to the Client and agreed
by the Client in writing the Consultant further warrants to the Beneficiary
that none of the materials specified in this Clause 1.3 have been or shall be
specified by the Consultant for use in the Project and that insofar as it is
consistent with the Consultant’s obligations hereunder the Consultant has used
and shall continue to use all the reasonable skill, care and diligence referred
to in Clause 1.1 to ensure that they are not used in the Project:


1.3.1                        any of the following
materials:-


(i)                                     high
alumina cement or concrete in structural elements;


(ii)                                  wood
wool slabs in permanent formwork to concrete or in structural elements;


(iii)                               calcium
chloride in admixtures for use in reinforced concrete unless in accordance with
BS5238 and BS8110;



 2
 






 



 


(iv)                              calcium
silicate bricks or tiles unless in accordance with BS5628, Pt3 with bricks
specified to BS3187 or BS6649;


(v)                                 asbestos
(including crocidolite) or asbestos-containing products as defined in the
Control of Asbestos at Work Regulations the Asbestos (Prohibitions) Regulations
or any statutory modification or re-enactment thereof;


(vi)                              naturally
occurring aggregates for use in reinforced concrete which do not comply with
the requirements of British Standard Specification 882 and/or naturally
occurring aggregates for use in concrete which do not comply with the
provisions of British Standard Specifications BS8110 or BS5323;


(vii)                           lead or
any materials containing lead which may be ingested,  inhaled or
absorbed except where copper alloy fittings containing lead are specifically
required in drinking water pipework by any relevant statutory requirement;


(viii)                        urea
formaldehyde foam or materials which may release formaldehyde in quantities
which may be hazardous with reference to the limits set from time to time by
the Health and Safety Executive and the recommendations of BS5613;


(ix)                                slipbricks;


(x)                                   chipcrete


(xi)                                vermiculite
plaster;


(xii)                             glass
fibre reinforced concrete;


(xiii)                          polyisocyanurate
foam;


(xiv)                         the use
of chloroflurocarbons (CFCs) and/or HCFC’s in the manufacture of insulation,
for refrigerants in cooling systems or for any other purpose in the building’s
construction;


(xv)                            the
use of halon gases;


(xvi)                         tropical
hardwoods of unsustainable/unknown origin;


(xvii)                      plywood
containing tropical hardwood unless certification is provided showing country
of origin, the issue of the concession explanation, a copy of the forestry
policy for the plantation and confirming shipping documentation;


(xviii)                   timber
preservatives, unless used in accordance with BS5589 and BS5268, Pt5;


(xix)                           materials
which are composed substantially of mineral fibres either man-made or naturally
occurring having a thickness of 3 microns or less and a length of 200 microns
or less.


1.3.2                        substances recognised by the
Building Research Establishment to be deleterious at the time of their
specification; and


1.3.3                        substances not in accordance
with British Standards or Codes of Practice where such exist or such other
European equivalent standards or requirements applicable in the United Kingdom
at the time of specification.



 3
 






 



 


2.                                      Documents


2.1                                 The Consultant hereby grants to the
Beneficiary an irrevocable, non-exclusive royalty-free licence (for the
avoidance of doubt such licence to remain in full force and effect
notwithstanding determination of the Appointment for whatever reason or any
dispute hereunder) to copy and use all technical information, drawings, models,
bills of quantities, specifications, schedules, details, plans, programmes,
budgets, reports, calculations or other similar documents, work or things and
whether or not stored in any document retrieval system generated or to be
generated by the Consultant for the Client in connection with the Project (the “Documents”) for all purposes related to the Project including, but without
limitation, the construction, completion, reconstruction, alteration,
extension, maintenance, letting, promotion, advertisement, reinstatement, use
and repair of the Project or of the Beneficiary’s interest in it provided that,
for the avoidance of doubt, the copyright in the Documents shall remain in the
Consultant.  The Beneficiary shall be
entitled to grant sub-licences and the Beneficiary’s licence and such
sub-licences shall be transferable to others PROVIDED ALWAYS that
the Consultant shall have no liability in the event the Documents are used for
a purpose other than that for which they were originally prepared.


2.2                                 The Consultant hereby irrevocably waives
any rights it may have pursuant to Chapter IV (moral rights) of Part 1 of the
Copyright, Designs and Patents Act 1988 in relation to the Project or any part
thereof or to any Documents and shall obtain a written waiver from its
employees from time to time of any rights they may have in respect of the same
provided that the Consultant shall, with the Beneficiary’s consent such consent
not to be unreasonably withheld or delayed, be entitled to use the Documents in
connection with the publication of its work and the marketing of its services.


2.3                                 The Consultant shall provide the
Beneficiary at its request and upon reimbursement of the reasonable costs of
producing the same such copies of all or any of the Documents as are required
by the Beneficiary.


3.                                      assignment


3.1                                 The Beneficiary shall be entitled, but only
by way of absolute legal assignment, to assign all of its rights arising under
this Deed at any time without the consent of the Consultant to any person,
company or other entity acquiring the whole of the Beneficiary’s interest in
the Premises provided that notice in writing of such assignment shall be given
to the Consultant.


3.2                                 The Consultant shall not be entitled to
assign, transfer, charge or otherwise dispose of the rights, obligation or benefits
arising under this Deed to any other party.


4.                                      Insurance


4.1                                 The Consultant shall, without prejudice to
its obligations under this Deed and/or 
otherwise at law, maintain professional indemnity insurance with a well
established insurance company or underwriter of good repute in the United
Kingdom for the period commencing on the date of this Deed and expiring on the
date which is  twelve years after the
date of practical completion of the whole of the Project under the Building
Contract to cover any breach, act, omission, negligence or default of the
Consultant under or in connection with this Deed with a limit of indemnity of
not less than £5,000,000.00 (Five Million Pounds) for each and every claim PROVIDED ALWAYS that such insurance continues to be available generally in the United
Kingdom market at commercially reasonable premium rates.


4.2                                 The Consultant shall, as and when it is
reasonably required to do so by the Beneficiary [and in any event promptly upon
each renewal of such insurance cover], provide for inspection by the
Beneficiary documentary evidence to demonstrate that the insurance required by
Clause 4.1 has been and is being maintained properly. The Consultant shall
inform the Beneficiary if



 4
 






 



 


such insurance ceases to be
available or is otherwise not maintained or renewed or becomes void or
unenforceable for any reason.


5.                                      Non-Waiver


The obligations of the Consultant hereunder shall not
be released or diminished by the appointment of any person by the Beneficiary
to carry out any independent enquiry into any matter in relation to the
Premises or the failure by the Beneficiary to make such appointment PROVIDED ALWAYS that nothing in this Clause 5 shall modify
or affect any rights which the Consultant may have to claim contribution from
counterclaim against or raise a defence in respect of any third party whether
under statute or at common law.


6.                                      Partnerships


6.1                                 Where the Deed is not executed by all the
partners of the Consultant those partners that do so execute this Deed warrant
and undertake that they have authority to execute this Deed for and on behalf
of all the partners so as to bind the Consultant and all of its partners from
time to time to all the terms and conditions of this Deed and upon request
shall produce evidence of such authority to the Beneficiary.


6.2                                 The obligations undertaken, covenants made
and warranties given by the Consultant under this Deed are owed jointly and
severally by the Consultant and all of its partners from time to time to the
Beneficiary.


7.                                      Limitation


Notwithstanding the date hereof the Consultant shall
have no liability hereunder after the expiry of twelve years from the date of
practical completion of the whole of the Project under the Building Contract
save in respect of any claim commenced by the Beneficiary by court proceedings
or by reference to arbitration prior to the expiry of that twelve year period.


8.                                      governing law and jurisdiction


8.1                                 This Deed shall be governed by English law
and the parties hereby irrevocably submit to the non-exclusive jurisdiction of
the English Courts.


8.2                                 Notwithstanding anything to the contrary in
the Appointment, the Courts shall in determining the rights and liabilities of
the Beneficiary and the Consultant under this Deed have full power to open up,
review and revise any decision, opinion, requirement, direction, certificate,
valuation or notice (including any decision of the adjudicator who has been
appointed to resolve a dispute under the Appointment) and to order such
measurements and valuations as may be necessary in order to determine the
respective rights and liabilities of the Consultant and the Beneficiary and to
determine all matters in dispute which shall be submitted to them in the same
manner as if no such decision, opinion, requirement, direction, certificate,
valuation or notice had been given.


8.3                                 The parties hereby agree and declare that
if, and to the extent that, the Courts do not have the powers conferred upon
them by Clause 8.2 to resolve any dispute or difference, such dispute or
difference shall be referred to arbitration in accordance with the Rules of the
London Court of International Arbitration to:


8.3.1                        a Judge of the Technology and
Construction Court as arbitrator; or


8.3.2                        (where a Judge of the
Technology and Construction Court is prevented from accepting such a reference
for any reason) a person to be agreed between the parties as arbitrator or,
upon failure so to agree within 14 days of a written request made by either
party to agree to such a person, a person to be appointed as arbitrator on the
request made by either party by the London Court of International Arbitration;



 5
 






 



 


and the person so appointed as arbitrator shall
exercise the powers referred to in Clause 8.2 for the purpose of resolving the
dispute or difference in question and the date of commencement of the
arbitration shall be deemed to be the date of commencement of the litigation
proceedings.


9.                                      CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999


Nothing in this Deed confers or purports to confer on
any third party any benefit or any right to enforce any term of this Deed which
that third party would not have had but for the Contracts (Rights of Third
Parties) Act 1999.


10.                               Determination by Consultant


10.1                           The Consultant shall not exercise or seek
to exercise any right which the Consultant may have to rescind or determine the
Appointment or the engagement of the Consultant thereunder and/or to suspend or
discontinue the Services for whatever reason unless the Consultant has given at
least 21 days prior written notice to the Beneficiary (copying such notice to
the Client) specifying:


10.1.1                  the breach or default of the
Appointment which the Consultant claims entitles it to rescind or determine the
Appointment or the engagement of the Consultant thereunder and/or to suspend or
discontinue the Services; and


10.1.2                  full particulars of any amounts owed
by the Client to the Consultant in respect of the last two outstanding invoices
covering the two invoicing periods before that in which the notice is given.


10.2                           If within 21 days of receipt of the notice
under Clause 10.1, the Beneficiary notifies the Consultant and the Client that
it wishes to enter into a novation agreement with the Consultant novating the
Appointment from the Client to the Beneficiary with the intention of continuing
and completing the Project:


10.2.1                  the Consultant shall enter into a
novation agreement with the Beneficiary and the Client novating the Appointment
from the Client to the Beneficiary in such form as the Beneficiary shall
reasonably specify;


10.2.2                  the Consultant shall execute and
deliver to the Client a deed of collateral warranty in favour of the Client in
the form of this Deed mutatis mutandis excepting Clause 10; and


10.2.3                  the Consultant shall pending entry
into the novation agreement accept and act in accordance with the instructions
of the Beneficiary in relation to the Appointment and the Beneficiary shall pay
any and all sums accrued due for work carried out by the Consultant pursuant to
those instructions.


10.3                           The Beneficiary shall be liable under the
novation agreement in respect of work performed after the date of the novation
agreement and the Beneficiary shall pay to the Consultant:


10.3.1                  the amount of any sums as specified
in Clause 10.1.2 as set out in the notice given under Clause 10.1; and


10.3.2                  sums accrued due and not paid in
respect of the period from the date of the last invoice referred to in Clause
10.1.2 until the date of the novation agreement.


10.4                           If the breach or default of the Client
referred to in Clause 10.1.1 has been remedied and the Consultant has withdrawn
unreservedly its notice referred to in Clause 10.1 within the period therein
specified without any claim against the Client then the right of the
Beneficiary to enter into a novation agreement shall cease.



 6
 






 



 


10.5                           The Client has agreed to be party to this
Deed for the purposes of confirming its consent to and concurrence with the
provisions set forth.  The Consultant
shall not be in breach of its duties and obligations to the Client solely by reason
of compliance by the Consultant with its obligations to the Beneficiary under
this Deed.


IN WITNESS WHEREOF the parties
have executed these presents as a deed the day and year first before written.


 


	
  EXECUTED AS A DEED by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  on behalf of

  	
  )

  	
   

  
	
  HOARE
  LEA & PARTNERS

  	
  )

  	
   

  
	
  under a deed of
  authorisation dated

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name, address
  and occupation of witness

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED
  AS A DEED by

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  on behalf of

  	
  )

  	
   

  
	
  HOARE
  LEA & PARTNERS

  	
  )

  	
   

  
	
  under a deed of
  authorisation dated

  	
  )

  	
   

  
	
  in the presence
  of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name, address and occupation of witness

  	
   

  



 



 7
 






 



 


	
  EXECUTED AS A DEED by

  	
  )

  
	
  [the
  Beneficiary]

  	
  )

  
	
  acting by:

  	
  )

  
	
   

  	
   

  
	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Director/Secretary

  	
   

  



 



 8














 


99 Bishopsgate (22 – 26)
Reinstatement


Defects Action Schedule


 


	
  No.

  	
   

  	
  Description

  	
   

  	
  Action Date

  	
   

  	
  Action By

  	
   

  	
  Inspection Date

  	
   

  	
  Inspection By

  	
   

  	
  Signature

  	
   

  	
  Comments

  	
   

  
	
   

  	
   

  	
  Building Fabric

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.1

  	
   

  	
  Remove all loose debris
  and redundant materials from the upper ceiling surface; to include the
  removal of redundant void barriers; Ensure the upper surface of the ceiling
  is free of dust and dirt, including the plasterboard margins.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.2

  	
   

  	
  Check alignment of ceiling
  grid to whole floor; Consult with Architect before re-adjusting where
  necessary; Replace cut perimeter tiles if required, ensuring all tiles are
  adequately supported & wedged.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.3

  	
   

  	
  Check spacing of support
  grid particularly to perimeters; Relocate where necessary; Replace plastic
  support clips with correct support hangers.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.4

  	
   

  	
  Replace damaged tiles.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.5

  	
   

  	
  Replace fixing for
  speakers with hangers from slab soffit above (12no. per floor)

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.6

  	
   

  	
  Complete fire protection
  to steelwork on Grid Lines 20V, 22V, 23V, 20Q, 20P and 23L(2no.) Some of
  these are as a result of the removal of redundant services.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.7

  	
   

  	
  Remove plastic clip support
  around steelwork and replace with correct hanger.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.8

  	
   

  	
  Repair foil tape to
  ensure encapsulation of mineral fibre on Grid Lines 20X, 21X, 21U, 23K, 19M, 18M,
  15M, 13M, 11M, 13P(2no.), 12P, 10P and 10V.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.9

  	
   

  	
  Repair fire barrier to
  encapsulate mineral fibre on Grid Lines 11-13/V and 14/J-M.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.10

  	
   

  	
  Install proprietary fire
  stopping to 2no. holes in core wall.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.11

  	
   

  	
  Mandatory ‘Fire Door
  Keep Locked’ signage to be replaced on riser doors and lift lobbies.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.12

  	
   

  	
  North & South WCs:
  no access to thermostatic valves.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.13

  	
   

  	
  North & South WCs:
  locks to entrance doors to be suited with remainder of building.

  	
   

  	
  TBC

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.1

  	
   

  	
  Remove all loose debris
  and redundant materials from the upper ceiling surface; to include the
  removal of redundant void barriers; Ensure the upper surface of the ceiling
  is free of dust and dirt, including the plasterboard margins.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.2

  	
   

  	
  Check alignment of
  ceiling grid to whole floor; Consult with Architect before re-adjusting where
  necessary; Replace cut perimeter tiles if required, ensuring all tiles are
  adequately supported & wedged.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.3

  	
   

  	
  Check spacing of support
  grid particularly to perimeters; Relocate where necessary; Replace plastic
  support clips with correct support hangers.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.4

  	
   

  	
  Replace damaged tiles.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.5

  	
   

  	
  Replace fixing for
  speakers with hangers from slab soffit above (12no. per floor)

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.6

  	
   

  	
  Repair fire protection
  to steelwork on Grid Lines 21/Y, 18Y, 22/L and 19/P.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.7

  	
   

  	
  Repair duct/pipe lagging
  on Grid Lines 20/W, 18X, 11/U, 11/T, 10/P, 13/P, 13/M, 12/L, 12/K, 18/J-K,
  19/N-P and 20/N-P.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.8

  	
   

  	
  Repair/encapsulate fire
  barrier on Grid Lines 19-24/U, 19-24/N, 14/J-M, 10-14/Q and 10-14/V.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.9

  	
   

  	
  Remove old fire barrier
  on Grid Lines 15/W and 12/U/

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.10

  	
   

  	
  Mandatory ‘Fire Door
  Keep Locked’ signage to be replaced on riser doors and lift lobbies.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.11

  	
   

  	
  North & South WCs:
  no access to thermostatic valves

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.12

  	
   

  	
  North & South WCs:
  locks to entrance doors to be suited with remainder of building

  	
   

  	
  TBC

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.13

  	
   

  	
  North Female WC: duct
  panels in cubicles 3 & 4 catch on light fittings when opened

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.1

  	
   

  	
  Remove all loose debris
  and redundant materials from the upper ceiling surface; to include the
  removal of redundant void barriers; Ensure the upper surface of the ceiling
  is free of dust and dirt, including the plasterboard margins.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  GMW
  Architects/3623/10.2/061004/SMJ-Defects

  	
   

  	
  Issue: 3

  	
   

  	
  Date: 18/10/06

  



 



 1
 






 



 


	
  No.

  	
   

  	
  Description

  	
   

  	
  Action Date

  	
   

  	
  Action By

  	
   

  	
  Inspection Date

  	
   

  	
  Inspection By

  	
   

  	
  Signature

  	
   

  	
  Comments

  	
   

  
	
  26.2

  	
   

  	
  Check alignment of
  ceiling grid to whole floor; Consult with Architect before re-adjusting where
  necessary; Replace cut perimeter tiles if required, ensuring all tiles are
  adequately supported & wedged.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.3

  	
   

  	
  Check spacing of support
  grid particularly to perimeters; Relocate where necessary; Replace plastic
  support clips with correct support hangers.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.4

  	
   

  	
  Replace damaged tiles.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.5

  	
   

  	
  Replace fixing for
  speakers with hangers from slab soffit above (12no. per floor)

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.6

  	
   

  	
  Complete foil tape to
  mineral fibre fire protection to steelwork on Grid Lines 11/K, 12/P and 10/Q.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.7

  	
   

  	
  Repair lagging to pipe
  work on Grid Lines 15/Y, 18/Y, 10/V-W, 15/L-M, 15/K and 19L.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.8

  	
   

  	
  Remove lagging on
  ceiling tiles on Grid Line 19/Y.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.9

  	
   

  	
  Repair fire barrier to
  encapsulate mineral fibre fire protection to steelwork on Grid Lines 18/W-X, 10-14/V,
  10-14/Q, 14/J-M and 19-24/N.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.10

  	
   

  	
  Mandatory ‘Fire Door
  Keep Locked’ signage to be replaced on riser doors and lift lobbies.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.11

  	
   

  	
  North & South WCs:
  check access to thermostatic valves

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.12

  	
   

  	
  North & South WCs:
  locks to entrance doors to be suited with remainder of building

  	
   

  	
  TBC

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.13

  	
   

  	
  Repair ceiling in South
  Male WC where damaged by leak from AHU at Level 27.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Building Fabric General

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GB.1

  	
   

  	
  Confirmation that all
  cavity barriers are located correctly.

  	
   

  	
  27/10/06

  	
   

  	
  GMW

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GB.2

  	
   

  	
  Has full Building
  Control certification been received from the District Surveyor? 

  	
   

  	
  27/10/06

  	
   

  	
  GMW

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Confirmed:
  this was issued as part of the Practical Completion Certificate package.

  	
   

  
	
  GB.3

  	
   

  	
  Are all dampers located
  within the cavity barriers?

  	
   

  	
  27/10/06

  	
   

  	
  GMW/HL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mechanical

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M1

  	
   

  	
  Plenum boxes to be
  supported from soffit from both ends such that no weight is bearing onto the
  ceiling tiles; wire is acceptable.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M2

  	
   

  	
  Make good beam wrap
  where ducts have been removed.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M3

  	
   

  	
  Remove redundant duct
  supports.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M4

  	
   

  	
  Make good insulation.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M5

  	
   

  	
  Remove redundant
  brackets and threaded rods.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.M6

  	
   

  	
  Defective actuator on
  fan coil unit 24/32.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M1

  	
   

  	
  Plenum boxes to be
  supported from soffit from both ends such that no weight is bearing onto the ceiling
  tiles; wire is acceptable.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M2

  	
   

  	
  Make good insulation.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M3

  	
   

  	
  Make good fire barrier.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M4

  	
   

  	
  Install proper cap ends
  to supply and extract ducts.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M5

  	
   

  	
  Remove redundant
  flexible ducts left in void.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M6

  	
   

  	
  Make good insulation.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M7

  	
   

  	
  Cut back threaded rods.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M8

  	
   

  	
  Remove redundant
  brackets and threaded rods.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M9

  	
   

  	
  Install proper cap ends,
  tape not acceptable.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M10

  	
   

  	
  Replace/repair fan coil
  actuators.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.M11

  	
   

  	
  Plug drain valves.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M1

  	
   

  	
  Plenum boxes to be
  supported from soffit from both ends such that no weight is bearing onto the ceiling
  tiles; wire is acceptable.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M2

  	
   

  	
  Remove redundant
  threaded bar and pipe supports: HL photo 1.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M3

  	
   

  	
  Remove excess supply
  ductwork and cap properly: HL photo 2.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M4

  	
   

  	
  Remove redundant
  brackets: HL photo 3.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M5

  	
   

  	
  Remove redundant
  condensate pipes: HL photo 4.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M6

  	
   

  	
  Make good insulation and vapour barrier: HL photo 6, 8 & 9.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 2
 






 



 


	
  No.

  	
   

  	
  Description

  	
   

  	
  Action Date

  	
   

  	
  Action By

  	
   

  	
  Inspection Date

  	
   

  	
  Inspection By

  	
   

  	
  Signature

  	
   

  	
  Comments

  	
   

  
	
  26.M7

  	
   

  	
  Paint sprinkler
  pipe: HL photo 10.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.M8

  	
   

  	
  Check signals from fan
  coil units 4 and 5.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Electrical

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  24th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E1

  	
   

  	
  Tidy lighting cables and
  remove cables tie wrapped to threaded rods.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E2

  	
   

  	
  Lighting cables to run
  loose on ceiling not coiled up.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E3

  	
   

  	
  Cables to be run in
  trunking with lids fitted.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E4

  	
   

  	
  Remove redundant
  controllers and spur units.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E5

  	
   

  	
  Trunking supported with
  cable to be replaced with correct supports to soffit.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.E6

  	
   

  	
  Support conduit
  correctly where brackets removed.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  25th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.E1

  	
   

  	
  Tidy up excessive lengths
  of fire alarm cables.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.E2

  	
   

  	
  Remove redundant
  lighting pcbs.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.E3

  	
   

  	
  Fit besa box lid.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.E4

  	
   

  	
  Tidy lighting cables and
  remove redundant cables.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  26th Floor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.E1

  	
   

  	
  Clip cables to tray and
  remove threaded rods.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.E2

  	
   

  	
  Replace missing besa box
  lid.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.E3

  	
   

  	
  Fire alarm smoke
  detector head missing (3no).

  	
   

  	
  18/10/06

  	
   

  	
  Hallmark

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  These
  locations are redundant; Hallmark to rectify and report.

  	
   

  
	
   

  	
   

  	
  General Services

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *GS.1

  	
   

  	
  In conjunction with TAC
  re-inspect dampers and prove correct operation; rectify where faulty.

  	
   

  	
  TBC

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.2

  	
   

  	
  Review as built drawings
  against installation and update drawings as necessary.

  	
   

  	
  TBC

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *GS.3

  	
   

  	
  Where redundant ductwork
  has been removed, verify that existing systems have not been affected; if
  affected re-balance.

  	
   

  	
  27/10/06
  TBC

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.4

  	
   

  	
  Ensure all light fitting
  ballast is secured.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *GS.5

  	
   

  	
  Re-fix diffuser blades
  where they have become dislodged.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.6

  	
   

  	
  Confirmation that the
  correct primary airflow is being provided to each floor.

  	
   

  	
  27/10/06

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.7

  	
   

  	
  Floors to be re-balanced
  to reduce air volumes back to design conditions (90% of primary air volume to
  each quadrant).

  	
   

  	
  27/10/06

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.8

  	
   

  	
  Confirmation required
  that the design supply air temperatures are being provided to each floor.

  	
   

  	
  27/10/06

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.9

  	
   

  	
  Confirmation required of
  the cooling capacities of the fan coil units and the basis of design (primary
  supply air temperature – 16°C).

  	
   

  	
  27/10/06

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.10

  	
   

  	
  Full commissioning
  sheets are required for the primary, secondary and extract air volumes following
  re-commissioning of the extract system.

  	
   

  	
  27/10/06

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.11

  	
   

  	
  Check all fan coil unit
  controls.

  	
   

  	
  27/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *GS.12

  	
   

  	
  Remove excessive lengths
  of flexible ducting and replace with rigid ductwork.

  	
   

  	
  TBC

  	
   

  	
  BML

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *GS.13

  	
   

  	
  Strip out surplus branch
  ductwork and cap off.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  GS.14

  	
   

  	
  Remove redundant trunking and conduit.

  	
   

  	
  18/10/06

  	
   

  	
  OPLC

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







Items marked with an * are to be inspected on each floor and
identified.



 3