PPP Contracts

SCHEDULE 1.5 - Property Provisions and Documentation

Part I - Property Provisions

1. Grant of property interests

2. Property related information

3. Consequences of certain title and planning matters

4.1 Grant of Supplemental Leases and Supplemental Underleases

4.2 Termination of the Lease and Ancillary Leases in specified circumstances

4.3 Grant or modification of rights

5. Extent of Premises and rectifying errors in the Leases

6. Lease or Licence of Equipment Premises on another Infraco's premises

7. Exercise of rights by LUL in relation to Third Party Documents

8. Matters arising from and in connection with PFI Contracts and the Jubilee Line Extension

9. Liability for Local List Rates

10. Depot Sub-lease premises and Office Accommodation Leases

11. Pre-disclosed Commercial Transactions

12. Space Allocation Process

Appendices

Appendix 1 - Pre-disclosed Commercial Transactions

Appendix 2 - List of Ancillary Lease Premises

Appendix 3 - Parliamentary and other undertakings

Part II - Planning Provisions

Part III - Property Documents

1. Lease

2. Underlease

3. Ancillary Lease

4. Ancillary Underlease

5. Supplemental Lease

6. Supplemental Underlease

PART I - PROPERTY PROVISIONS

1. Grant of property interests

1.1 The Infraco Leases and the LUL Leases shall be granted subject to the following insofar as they relate to the Premises, the Office Accommodation Properties or the Acton Works Premises and are still in existence at the Transfer Date: (a) all Title Matters;

(b) all Third Party Documents;

(c) all existing PFI Property Interests and the matters set out or referred to in paragraph 8 of this Schedule in accordance with the terms of that paragraph ( without prejudice to the provisions of Schedule 1.3 ); and

(d) all Planning Matters.

1.2 The Infraco Leases and the LUL Leases shall be entered into with the benefit of the Title Matters and Third Party Documents and any exceptions and reservations in favour of LUL contained in the existing PFI Property Interests insofar as they respectively relate to the Premises, the Office Accommodation Properties or the Acton Works Premises and are still in existence at the Transfer Date and insofar as LUL or Infraco can lawfully grant the same ( but provided that Infraco shall not be entitled to the benefit of any payment arising thereunder ).

1.3 Without prejudice to the provisions of paragraph 3 below, LUL and Infraco agree that they will not raise any requisition or objection in relation to their respective entitlements to grant the Infraco Leases or the LUL Leases and Infraco acknowledges that the fact that LUL may not have a sufficient interest in the whole of the Premises or the Office Accommodation Properties or the Acton Works Premises to entitle it to grant the Infraco Leases shall not operate to reduce or extinguish the obligations of Infraco or LUL under the Infraco Leases, the LUL Leases, the Contract or any other Transaction Document.

1.4.1 Subject to paragraph 1.6 below, insofar as they relate to the use, state or condition of Operational Property ( but in the case of paragraphs (c) and (d) below, including also any other relevant property ), Infraco shall observe and perform, to the extent necessary to provide the Services, and to the extent necessary to ensure that Infraco does not put LUL in breach of the same, ( but not otherwise ) the obligations, covenants and conditions on the part of, or otherwise binding on, LUL which are:

(a) contained in Title Matters; or

(b) contained in Third Party Documents; or

(c) contained or referred to in the columns of the schedules to the Property Schedules and Plans headed "Varied/Additional Contractual Liabilities" and/or "Notes/Exclusions" or any document referred to therein ( and to the extent specified, if at all ); and

(d) contained in parliamentary undertakings and other undertakings listed in Appendix 3 to Part 1 of this Schedule 1.5. Where there are parliamentary undertakings or other undertakings given or agreements not listed in Appendix 3 made for the benefit of third parties in relation to the giving of consent or the withdrawal of opposition to works forming part of the Railway Undertaking of LUL or its predecessors ( other than the Jubilee Line Extension ) and relating to the relevant Infraco Network and which relate to works to be carried out by LUL before the Transfer Date and which remain to be performed by LUL as at the Transfer Date, LUL may request Infraco to perform such outstanding obligations as if they had been listed in Appendix 3 and LUL shall reimburse Infraco its reasonable and proper costs and expenses incurred in doing so, save that this paragraph shall not require Infraco to make any payments to any third party unless such payment is required as a result of Infraco's default in performance of any obligation owed by LUL to a third party under the documents listed above for which Infraco is made responsible for in the Contract.

1.4.2 Notwithstanding the provisions of paragraph 1.4.1 above, prior to the First Review Date Infraco shall not be obliged by virtue only of sub-paragraphs (a) or (b) of paragraph 1.4.1 to perform the relevant obligation covenant or condition unless the Title Matter or Third Party Document in question was: (i) contained in the Property Section of the Data Room; or

(ii) contained in documentation provided to Infraco as a result of an enquiry made of a public utility company unless LUL has given Infraco notice of such obligation and LUL's requirement for its performance.

1.5 Insofar as compliance with any obligation contained in the documents set out in paragraph 1.4 above is dependent on prior receipt of a notice, Infraco shall not be liable to perform any such obligation until notice has been received by it in writing, whether from LUL or otherwise.

1.6 For the purposes of paragraph 1.4 Third Party Documents and any documents referred to in paragraph 1.4.1(c) shall not include: (a) contracts, agreements and other documents to which Schedule 1.2 ( Third Party Contracts ) to the Contract applies; and

(b) contracts, agreements and other documents to which Schedule 1.1 ( National Network ) to the Contract applies.

1.7 From and including the Start Date until the Transfer Date Infraco shall be entitled to use the Premises, the Acton Works Premises and the Office Accommodation Properties in accordance with and subject to the terms of the Infraco Leases and the LUL Leases for the purposes of complying with its obligations under the Contract and any other Transaction Document as if the same had been granted at the Start Date provided that this provision shall not operate as a demise and nothing contained in this provision shall be construed as creating any legal estate.

2. Property related information

Procedure

2.1.1 LUL shall use its reasonable endeavours to ensure that all Third Party Documents and all deeds and other documents constituting Title Matters ( and not being otherwise available to the general public ) shall be placed in the Deeds Room at the Transfer Date and kept in the Deeds Room for the duration of the Contract Period.

2.1.2 The obligations in paragraph 2.1.1 shall be subject to the right of LUL to permit the temporary removal from the Deeds Room of documentation where such removal is properly required for the purposes of LUL's or any Infraco's business and for such period as is necessary for such purposes provided that such removals are logged in the Deeds Room Register.

2.1.3 Where any documentation is removed by Infraco from the Deeds Room under paragraph 2.1.2 Infraco shall return it to the Deeds Room within a reasonable time of its being so removed ( having regard to the purpose for which it was removed ) and if any party ( other than Infraco ) fails to return the documentation or Infraco requests the document ( where no other copy is available in the Deeds Room ) LUL shall use its reasonable endeavours to retrieve it and return it to the Deeds Room as soon as reasonably practicable.

2.1.4 Where any documentation cannot be located after Infraco has requested it under paragraph 2.1.3 then both parties shall co-operate to locate the original, or any copy or abstract of the relevant item and any information regarding its terms. Infraco shall use reasonable endeavours to find the documentation and to find information about its terms from other sources, and shall have full regard to any information that it obtains or is provided to it about the existence, the terms or the likely terms of the documentation.

2.2 From the Transfer Date the parties shall have access to and shall ( in so far as they are relevant to the performance by Infraco of its obligations under the Contract ) be entitled to inspect the documents and information available in the Deeds Room at all reasonable times subject to complying with such reasonable procedures as the Deeds Room Supervisor may from time to time specify.

2.3 The Deeds Room Supervisor shall be responsible for maintaining an up to date Deeds Room Register and shall from the Transfer Date ensure that such register is available for inspection by the parties at all reasonable times.

2.4 If either party enters into any deed, document or agreement on or prior to the Expiry Date which affects the Operational Property that party shall as soon as reasonably practicable but in any event no later than thirty (30) days after the date of such deed, document or agreement provide the original of such deed, document or agreement ( or if reasonably proposed by either party, a certified copy of such deed, document or agreement ) to the Deeds Room Supervisor.

2.5 The parties shall provide a copy of any Planning Information to the Deeds Room Supervisor as soon as reasonably practicable, and in any event not later than thirty (30) days after a party receives a copy of such Planning Information.

2.6 The Deeds Room Supervisor may assist either party with its inspection of documents or information contained in the Deeds Room but no liability shall attach to LUL or the Deeds Room Supervisor in respect of such assistance or in respect of any failure to provide such assistance.

2.7 All costs and expenses incurred by the Deeds Room Supervisor in providing any copies of documents or information in the Deeds Room shall be paid by the party requesting the copies.

3. Consequences of certain Title and Planning Matters

Successful Title Claims

3.1.1 In respect of any Successful Title Claim, the following provisions shall apply:

(a) to the extent that any non-performance or non-availability of the Services is a result or consequence of a Successful Title Claim, paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply;

(b) LUL shall indemnify Infraco in accordance with clause 24 ( Indemnity ) of the Contract in respect of all Losses incurred by Infraco as a result of a Successful Title Claim ( including the costs and expenses incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) ( but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) ) and in mitigating such Losses;

(c) LUL shall at its cost be responsible for handling any claim of which it is aware that has become or in its reasonable opinion may become a Successful Title Claim but Infraco shall be obliged to give LUL such assistance as LUL shall reasonably request;

(d) Infraco shall inform LUL as soon as it becomes aware of any claim which may in its reasonable opinion become a Successful Title Claim;

(e) where a claim arises which falls in all other respects within the definition of Successful Title Claim in respect of land comprised within the Premises at the Transfer Date LUL shall not be permitted to argue that it does not constitute a Successful Title Claim on the grounds that the land should not have been so comprised within the Premises;

(f) for the purposes of the definition of Successful Title Claim documents or information shall not be treated as being in the Deeds Room where Infraco can demonstrate that even having complied with its obligations in paragraph 2.1.4 and exercised its rights under paragraph 2 the documents and information that would have been disclosed thereby have not been made available to it at the appropriate time.

3.1.2 (a) if at any time a Relevant Third Party Right or Access Objection occurs which results from the enforcement of the proviso to the Schedule to the Deed dated 15 February 1993 made between Ravenseft Properties Ltd (1) and LUL (2) relating to the forecourt of the Earls Court Exhibition Centre and Empress State Building at Lillie Road London SW6 ( the Lillie Bridge Access Deed ) then a Successful Title Claim shall be deemed to have occurred and the provisions of this paragraph 3.1 shall apply in place of the provisions of paragraphs 3.2 and 3.3 as if that Relevant Third Party Right or Access Objection were a Successful Title Claim and regardless of the facts that a copy of the Lillie Bridge Access Deed was in the Property Section of the Data Room and that such enforcement does not relate to the ownership of Operational Property;

(b) if at any time a Relevant Third Party Right or Access Objection occurs which results from the fact that a part of the access road to Northfields Depot has been disposed of by LUL prior to the Transfer Date as described in the information disclosed in the Property Section of the Data Room under Document ID 23562 then a Successful Title Claim shall be deemed to have occurred and the provisions of this paragraph 3.1 shall apply in place of the provisions of paragraphs 3.2 and 3.3 as if that Relevant Third Party Right or Access Objection were a Successful Title Claim and regardless of the fact that the information in relation to such disposal was in the Property Section of the Data Room and that such Relevant Third Party Right or Access Objection does not relate to the ownership of Operational Property.

Relevant Third Party Rights and Access Objections

General provisions
3.2 Subject to paragraph 3.3 in the event that any Relevant Third Party Right or Access Objection arises other than as referred to in paragraph 3.1.2 above at any time Infraco shall be: (i) responsible for managing and dealing with any claims against Infraco or against LUL ( and notified in writing to Infraco ) by any third party enforcing the Relevant Third Party Right or Access Objection ( including payment of any costs and expenses of the third party bringing the claim ( to the extent they are liable to be paid ) ) provided that LUL shall be obliged to give Infraco such assistance as Infraco shall reasonably request; and

(ii) liable for any Losses on its part arising from the claim or enforcement of the Relevant Third Right or Access Objection including the cost to Infraco of complying with or accommodating the Relevant Third Party Right or Access Objection; and

( iii ) liable for and shall indemnify LUL in accordance with clause 24 ( Indemnity ) of the Contract in respect of any Losses incurred by LUL as a result of any Relevant Third Party Right or Access Objection including the cost to LUL of complying with or accommodating any Relevant Third Party Right or Access Objection, provided that Infraco shall not settle any claim without the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ) and, save where they conflict with the provisions of this paragraph 3.2, the parties shall otherwise proceed in accordance with the provisions of Schedule 5.13 ( Conduct of Claims ) of the Contract as if such Relevant Third Party Right or Access Objection were a Claim.

Relevant Third Party Rights and Access Objections within one year of the Transfer Date
3.3.1 In the event that (a) a Relevant Third Party Right or an Access Objection arises and any Losses are claimed or incurred or properly expected to be claimed or incurred in respect thereof within the period of twelve months from and including the Transfer Date; and

(b) the Relevant Third Party Right or Access Objection ( or the subject matter of the Relevant Third Party Right or Access Objection ) was not or would not be contained in or apparent from ( or the subject matter of any claim was not or would not be contained in or apparent from ):
(i) the documents and information contained in the Property Section of the Data Room; or

(ii) any information regarding public utilities and associated equipment available on making enquiry of any relevant utility company then ( except to the extent that any liability arises due to Infraco's negligence or wilful default ( and for these purposes and without limitation Infraco shall not be negligent on account that it has not inspected the documents and information in the Deeds Room ) ) the following provisions shall apply: (c) to the extent that any non-performance or non-availability of the Services is a result or consequence of the Relevant Third Party Right or Access Objection and provided that Infraco has used all reasonable endeavours to mitigate such non-performance or non-availability, paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply; and

(d) LUL shall indemnify Infraco in accordance with clause 24 ( Indemnity ) of the Contract in respect of all Losses arising under sub-paragraphs 3.2.(i) and (ii) ( including the costs and expenses incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) and in mitigating such Losses ) ( but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) and Infraco shall not be liable under sub-paragraph 3.2( iii ).

Relevant Third Party Rights and Access Objections arising one year or more after the Transfer Date but before the First Review Date

3.3.2 In the event that (a) a Relevant Third Party Right or Access Objection arises on or after the date which is twelve months after the Transfer Date but before the First Review Date; and

(b) the Relevant Third Party Right or Access Objection ( or the subject matter of the Relevant Third Party Right or Access Objection ) was not or would not be contained in or apparent from ( or the subject matter of any claim was not or would not be contained in or apparent from ): (i) the documents and information contained in the Property Section of the Data Room; or

(ii) any information regarding public utilities and associated equipment available on making enquiry of any relevant utility company;

then ( except to the extent that any liability arises due to Infraco's negligence or wilful default ( and for these purposes and without limitation Infraco shall not be negligent on account that it has not inspected the documents and information in the Deeds Room ) ) the provisions of sub-paragraphs 3.3.2 (c) and (d) below shall apply but only to the extent necessary to ensure that Infraco's aggregate liability in any Contract Year for (i) the Losses ( including any such abatement of ISC where Infraco is liable to an abatement of the ISC as a result of an Incident to the extent the Incident is attributable to the Relevant Third Party Right or Access Objection ); and (ii) the costs incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ); and ( iii ) in mitigating the items set out in (i) and (ii) ( but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) does not exceed £5 million;

(c) to the extent that any non-performance or non-availability of the Services is a result or consequence of the Relevant Third Party Right or Access Objection and provided that Infraco has used all reasonable endeavours to mitigate such non-performance or non-availability, paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply; and

(d) LUL shall indemnify Infraco in accordance with clause 24 ( Indemnity ) of the Contract in respect of all Losses arising under sub-paragraphs 3.2.(i) and (ii) ( including the costs and expenses incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) and in mitigating such Losses ) ( but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) and Infraco shall not be liable under sub-paragraph 3.2( iii ).

3.3.3 In the event a Relevant Third Party Right or an Access Objection arises on or after the First Review Date then ( except to the extent that any liability arises due to Infraco's negligence or wilful default ) the following provisions shall apply: (a) to the extent that any non-performance or non-availability of the Services is a result or consequence of the Relevant Third Party Right or Access Objection and provided that Infraco has used all reasonable endeavours to mitigate such non-performance or non-availability, paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply; and

(b) LUL shall indemnify Infraco in accordance with clause 24 ( Indemnity ) of the Contract in respect of all Losses arising under sub-paragraph 3.2(i) and (ii) ( including the costs and expenses incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) and in mitigating such Losses ) ( but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) and Infraco shall not be liable under sub-paragraph 3.2( iii );

(c) provided that the Relevant Third Party Right or Access Objection ( or the subject matter of the Relevant Third Party Right or Access Objection ) was not or would not be contained in or apparent from ( or the subject matter of any claim was not or would not be contained in or apparent from )
(i) the documents and information contained in the Property Section of the Data Room;

(ii) any information regarding public utilities and associated equipment available on making enquiry of any relevant utility companies;

( iii ) any searches, enquiries or investigations which would be made by a prudent contractor providing services equivalent to or of a like nature to the Services in accordance with Good Industry Practice;

(iv) physical inspection of the Operational Property ( or if applicable the Acton Works Premises ) or any access thereto;

(v) the documents and information in the Deeds Room prior to the date such claim first arises save where Infraco can demonstrate that even having complied with its obligations in paragraph 2.1.4 and exercised its rights under paragraph 2 the documents and information that would have been disclosed thereby have not been made available to it at the appropriate time.

Planning Matters

3.4 Subject to paragraphs 3.5 and 3.6, in the event that a Local Planning Authority lawfully takes any Enforcement Action against Infraco or LUL then Infraco shall be: (i) responsible for managing and dealing with the Local Planning Authority in respect of the Enforcement Action ( including payment of any costs and expenses of the Local Planning Authority ( to the extent that they are liable to be paid ) ); and

(ii) liable for any Losses on its part arising from the Enforcement Action including the cost and expenses to Infraco of complying with the requirements of the Local Planning Authority in respect thereof; and

( iii ) liable for and shall indemnify LUL in accordance with clause 24 ( Indemnity ) of the Contract in respect of any Losses on LUL's part as a consequence of the Enforcement Action and for the cost and expenses to LUL of complying with the requirements of the Local Planning Authority in respect thereof, provided that Infraco shall not settle any Enforcement Action without the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ) and, save where they conflict with the provisions of this paragraph 3.4, the parties shall otherwise proceed in accordance with the provisions of Schedule 5.13 ( Conduct of Claims ) to the Contract as if the Enforcement Action were a Claim.

3.5 Where the Enforcement Action is taken in respect of either: (a) the acts or omissions of LUL or Infraco prior to the Transfer Date; or

(b) a Planning Matter which existed prior to the Transfer Date but which was not fairly and reasonably disclosed by the documents and information in the Property Section of the Data Room, then the provisions of sub-paragraphs 3.5 (c) and (d) below shall apply: (c) to the extent that any non-performance or non-availability of the Services is a result or consequence of the Enforcement Action or of proper compliance with the requirements of the Local Planning Authority in respect thereof and provided that Infraco has used all reasonable endeavours to mitigate such non-performance or non-availability, paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply; and

(d) LUL shall indemnify Infraco in accordance with clause 24 ( Indemnity ) of the Contract in respect of all Losses arising under sub-paragraphs 3.4(i) and (ii) ( including the costs and expenses incurred pursuant to paragraph 2.1.7A of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) and in mitigating such Losses ) but excluding any loss of the opportunity to benefit from any ISC Adjustment that would have been attributable to the delivery of any Specified Line Upgrade ) and Infraco shall not be liable under sub-paragraph 3.4( iii ).

3.6 Where either LUL or Infraco becomes aware of any Planning Matter that existed on or before the Transfer Date but which was not fairly and reasonably disclosed by the documents and information in the Property Section of the Data Room it shall promptly notify the other party in writing and LUL may instruct Infraco in writing: (i) to take steps to remedy the relevant non-compliance or comply with the relevant planning condition or planning agreement or undertaking; or

(ii) not to take such steps; or

( iii ) only to take limited action in respect thereof, provided that in relation to paragraphs (ii) and ( iii ) above Infraco shall not be obliged to comply with such instructions if in its reasonable opinion this would result in Infraco contravening any statutory legal or regulatory requirement and in the absence of instructions Infraco shall take such action as is reasonable in respect of the Planning Matter within any applicable timescales ( statutory or otherwise ).

Provided that ( so long as Infraco has notified LUL in accordance with this paragraph 3.6 ) LUL shall indemnify Infraco in accordance with the provisions of clause 24 ( Indemnity ) of the Contract in respect of all Losses arising from Infraco's complying ( or in the circumstances of the proviso above not complying ) with such instructions and paragraph 2.1.2 of Schedule 4 to the Performance Measurement Code ( Fault Attribution Procedures ) shall apply.

Costs and expenses to be reasonable and proper

3.7 Where this paragraph 3 requires a party to indemnify the other in respect of Losses, or refers to the calculation of an aggregate value of Losses, in respect of costs and expenses such indemnity shall only apply, and such aggregate value shall only include, costs and expenses to the extent that such costs and expenses are reasonable and proper.

4.1 Grant of Supplemental Leases and Supplemental Underleases

4.1.1 LUL shall grant and ( except in the case of any premises used by Infraco for depot purposes ) take and Infraco shall take and ( except as aforesaid ) grant respectively a Supplemental Lease and Supplemental Underlease: (i) of any additional land or premises to which Infraco's obligations under the Contract will apply following the implementation of any works contemplated by the Major Enhancement Agreement or in connection with any LUL Commercial Exploitation;

(ii) of any land or premises acquired by LUL or which it becomes entitled to use for operational purposes pursuant to section 2 of the Property Code;

( iii ) of any premises comprised in a lease to LUL which is renewed pursuant to the provisions of the Landlord and Tenant Act 1954 where such premises are comprised in an Ancillary Lease;

(iv) of any Equipment Airspace when required pursuant to paragraph 6.5 ( Grant of Lease or Grant of Licence );

(v) of any land, building or structure ( or any part of them ) not included in the Lease or any Ancillary Lease which it is agreed or determined pursuant to paragraph 5 ( Extent of Premises and Rectifying Errors in the Leases ) should have been so included;

(vi) any land ( including any of LUL's Premises ) which becomes part of Operational Property as a result of a Pre-disclosed Commercial Transaction or a Transition Project; or

( vii ) any other land ( including any of LUL's Premises ) which it is agreed should become part of Operational Property whether as a result of implementation of Minor Works, a Major Enhancement or otherwise.

4.1.2 Where any rights ( other than Temporary Rights under section 2 of the Property Code ) are acquired by LUL pursuant to section 2 of the Property Code LUL will enter into a deed of grant with Infraco supplemental to the Lease ( and where possible for a term expiring on the same date as the Lease ) granting to Infraco the requisite rights.

4.1.3 The grant by LUL of the Supplemental Lease and by Infraco of the Supplemental Underlease shall be subject to: (i) the consent of any reversioner required under the terms of any relevant lease ( where LUL's interest is itself leasehold ) being obtained; and

(ii) where the Supplemental Lease will not be a PPP lease ( as defined in Section 218 of the GLA Act ) there first being obtained a court order pursuant to section 38 of the Landlord and Tenant Act 1954 ( as amended ) permitting LUL and Infraco to enter into an agreement excluding the provisions of sections 24 to 28 ( inclusive ) of the Landlord and Tenant Act 1954 from the Supplemental Lease and Supplemental Underlease, which conditions LUL and Infraco respectively agree to use their reasonable endeavours to satisfy.

4.1.4 Each Supplemental Lease and Supplemental Underlease shall be: (a) granted subject to the following insofar as they relate to the Additional Lease Premises and are still in existence at the date of its grant:
(i) all Title Matters;

(ii) all Third Party Documents;

( iii ) all existing PFI Property Interests and the matters set out or referred to in paragraph 8 of this Schedule in accordance with the terms of that paragraph; and

(iv) all Planning Matters;
(b) granted with the benefit of the Title Matters and Third Party Documents insofar as they respectively relate to the Additional Lease Premises and are still in existence at the date of its grant and insofar as LUL or Infraco can lawfully grant the same ( but provided that Infraco shall not be entitled to the benefit of any payment arising thereunder ); and

(c) ( subject to paragraph 4.1.3 ) respectively for a term commencing on the date of its grant and expiring on the same expiry date as the Lease or the Underlease ( as applicable ) save that in the case of paragraph 4.1.1(iv) the Supplemental Lease and the Supplemental Underlease shall respectively take effect as a sub-underlease and sub-sub-underlease and each reserve a one day reversion.

4.1.5 Where LUL's interest in the relevant premises is leasehold and not of sufficient duration to grant the terms contemplated by paragraph 4.1.4 the terms of the Supplemental Lease and Supplemental Underlease shall respectively be one (1) day less and two (2) days less than the term of the relevant leasehold.

4.1.6 Pending the grant of any Supplemental Lease in the circumstances set out in paragraph 4.1.1 above LUL's and Infraco's obligations and rights under the Contract and any other Transaction Document shall nevertheless apply as if the Supplemental Lease had been granted.

4.1.7 Instead of granting a separate Supplemental Lease and ( where applicable ) Supplemental Underlease on each occasion that the circumstances requiring such a grant arise under paragraph 4.1.1 each set of premises to be comprised in them shall ( unless either party reasonably requires otherwise or it is necessary to comply with any lawful requirement of a third party ) be included by way of several demise in one Supplemental Lease and ( where applicable ) one Supplemental Underlease in respect of each set of premises ( each a Composite Lease ).

4.1.8 Subject to paragraphs 4.1.7 and 4.1.9 during the year commencing on the Transfer Date a Composite Lease in respect of any applicable premises shall, where necessary, be granted at the end of each period of three (3) months ( or if that day is not a Business Day then on the next following Business Day ). Thereafter, where necessary, a Composite Lease shall be granted on each anniversary of the Start Date.

4.1.9 In respect of any premises which would be included in a Composite Lease but for the satisfaction of any condition under paragraph 4.1.3 or because a separate Supplemental Lease and ( where applicable ) Supplemental Underlease are required to be granted under the exception in paragraph 4.1.7, the date of grant of the applicable Supplemental Lease and Supplemental Underlease shall be the tenth Business Day following the date of satisfaction of the last of the conditions or ( as applicable ) the date on which it is agreed or determined that it is to be the subject of an individual Supplemental Lease and Supplemental Underlease.

Rule against perpetuities

4.1.10 If the rule against perpetuities applies to any agreement to grant a Supplemental Lease Supplemental Underlease or Composite Lease or to enter into any deed pursuant to this paragraph 4 then the perpetuity period applicable to such agreement shall be twenty one (21) years and in circumstances where any such agreement would have been enforceable but for the rule against perpetuities the following provisions shall have effect instead: (a) ( subject to (b) below ) Infraco's rights and obligations under the Contract and any other Transaction Document shall apply as if the Supplemental Lease Supplemental Underlease Composite Lease and/or relevant deed had been granted or entered into and for which purpose LUL will so far as it can lawfully do so permit Infraco access as licensee;

(b) where in performing its obligations under paragraph (a) Infraco's tax advisers certify to LUL in writing that expenditure to be incurred by Infraco in relation to the land or rights in question will not qualify for capital allowances without the grant of the relevant Supplemental Lease Supplemental Underlease Composite Lease and/or deed then it shall be a condition precedent to Infraco incurring such expenditure and to performing the obligations to which such expenditure relates that LUL shall deliver to Infraco a signed agreement ( and counterpart ) to grant or enter into the relevant Supplemental Lease ( or Composite Lease ) or deed and to take the Supplemental Underlease ( or Composite Lease ) such agreement being capable of completion by Infraco subject only to delivery by Infraco to LUL of the duly signed counterpart.

4.1.11 If the rule against perpetuities applies to render void or voidable either: (a) LUL's right in clause 41 ( Mandatory Sale ) of the Contract to act as Infraco's agent to conduct negotiations culminating in a Contract Sale; or

(b) LUL's right under clause 41 ( Mandatory Sale ) of the Contract to procure that an LUL Nominee enters into a Contract Sale with Infraco then unless the parties otherwise agree in writing the provisions of paragraph 4.1.1 of this Schedule 1.5 shall cease to apply immediately prior to the relevant Contract Sale being completed.

4.2 Termination of the Lease and Ancillary Leases in specified circumstances

4.2.1 LUL may or ( in the case of paragraphs (a)( iii ) or (a)(v) below ) shall ( where relevant in accordance with the applicable provisions of this Contract ) by notice in writing terminate the Lease or any Ancillary Lease: (a) as to any part or parts ( a Termination of Part ) in the following circumstances:
(i) where in relation to any Relevant Let Property LUL agrees to grant a lease for a term extending beyond the Lease Term;

(ii) any Premises in respect of which LUL exercises any entitlement under clause 29 ( Commercial Exploitation ) of the Contract;

( iii ) in respect of any Premises which become Surplus Property in accordance with Section 3 of the Property Code;

(iv) in relation to the premises comprised in any lease under which LUL holds the Premises or any licence held by LUL which is terminated in accordance with its terms;

(v) in respect of any land, building or structure ( or any part of them ) included in the Lease or any Ancillary Lease which it is agreed or determined pursuant to paragraph 5 ( Extent of Premises and Rectifying Errors in the Leases ) should not have been so included;

(vi) in relation to any part of the Premises:
(aa) so specified pursuant to clause 9 of the Major Enhancement Agreement in connection with a Major Enhancement; or

(bb) which will cease to be Operational Property following implementation of any Major Enhancement by Infraco pursuant to the Major Enhancement Agreement;
( vii ) in connection with a Pre-disclosed Commercial Transaction pursuant to paragraph 11.6;

( viii ) any other land which it is agreed should cease to be comprised in the Lease;

(ix) in respect of the whole or any part of the land, buildings or structure forming part of the Premises which have been the subject of a Northern Line Depot Lease Surrender ( as defined in paragraph 8.5.1 of this Schedule );

(b) as to the whole on or at any time after the Expiry Date and in the case of an Ancillary Lease in any of the circumstances described in paragraph 4.2.1(a).

4.2.2 Infraco may by notice in writing terminate the Lease as to the whole on or at any time after the Expiry Date.

4.2.3 Where no period of notice is provided for or agreed between LUL and Infraco in accordance with the relevant provisions of the Contract or any Transaction Document for termination of the whole or any part of the Lease any notice served by LUL or Infraco shall have effect on the date of service but any termination shall be without prejudice to any rights of either party in respect of any antecedent breach and/or any rights which had accrued prior to the date of termination.

4.2.4 Upon service of a notice by LUL or Infraco under paragraph 4.2.1 or paragraph 4.2.2 there shall in respect of any corresponding premises comprised in an Underlease or Ancillary Underlease be deemed to have been served ( or Infraco ( or LUL as Infraco's agent ) may serve upon LUL in its capacity as undertenant under the Underlease or Ancillary Underlease ) notice to terminate the Underlease or Ancillary Underlease at the same time as specified in the notice served pursuant to the applicable clause.

4.2.5 Following any Termination of Part LUL and Infraco will sign a memorandum recording details of the part of the Premises affected but ( except where either party reasonably requires otherwise or it is necessary to comply with any lawful requirement ) this may be completed periodically ( not less often than once a year ) to reflect all Terminations of Part which have occurred during the applicable period.

4.2.6 ( Subject in the case of Surplus Property to and in accordance with the provisions of Section 3 of the Property Code ) forthwith following the termination of the whole or any part of the Lease Infraco shall yield up that part or parts of the Premises in relation to which the Lease has been terminated with vacant possession maintained and repaired as required in accordance with the Contract removing ( in accordance with a schedule to be agreed between the parties ) all Infraco's plant and equipment fixtures and fittings and ensuring that the Surplus Property or parts of the Premises in relation to which the Lease has been terminated and the affected Operational Property are in a safe and secure condition.

4.2.7 Where LUL's superior interest in a part of the Premises is leasehold then: (i) if the landlord seeks to forfeit LUL's superior lease LUL shall where the relevant part of the Premises is still required for the provision of the Services use reasonable endeavours to obtain relief against forfeiture and the costs of doing so shall be borne by Infraco ( save where the forfeiture action falls within the definition of Successful Title Claim, in which case the provisions of paragraph 3.1 above shall apply ); and

(ii) where in respect of any Ancillary Lease Premises LUL's superior lease expires during the Contract Period LUL will at Infraco's request use reasonable endeavours to apply for a renewal of that superior lease and the costs of doing so shall be borne by Infraco.

4.3 Grant or Modification of RIGHTS
If in connection with a Termination of Part ( pursuant to paragraph 4.2.1(a)) or the proposed grant of a Supplemental Lease Supplemental Underlease or Composite Lease either LUL or Infraco considers it necessary that either the rights granted or excepted and reserved by the Lease the Underlease or any proposed Supplemental Lease Supplemental Underlease or Composite Lease should be varied or supplemented ( having regard to the characteristics of and rights enjoyed with or over the land the subject of the Termination of Part or ( as applicable ) to be the subject of the grant of a Supplemental Lease Supplemental Underlease or Composite Lease ) then LUL and Infraco shall to the extent that they are able to do so enter into such deed of variation or grant containing such provisions as: (i) the parties may agree; and/or

(ii) either party considers necessary ( acting reasonably ) for the protection of any rights or the performance of any obligation under the Contract or any other Transaction Document; and/or

( iii ) are necessary to reflect the title to, or make the rights subject to any third party rights or interests affecting ( including where applicable Title Matters and Third Party Documents ), the land interest or right to which the provisions relate;

but so that the provisions shall so far as practicable reflect the existing terms of any analogous rights granted excepted or reserved as mentioned above.

5. Extent of Premises and Rectifying Errors in the Leases

5.1 Infraco's obligations under the Contract or any other Transaction Document are not limited to the extent of the Premises and ( without prejudice to the provisions of paragraph 3.1.1(e)) no representation or warranty is made or given by LUL that the Property Schedules and Plans are true and accurate. In particular the Property Schedules and Plans and the expressions and descriptions used in them are to be interpreted and construed in accordance with the Leasing Principles.

5.2 If at any time after the Transfer Date Infraco or LUL considers: (i) that any land, building or structure ( or any part of them ) should have been included in the Lease or any Ancillary Lease having regard to the Leasing Principles and the Key Objectives and all other relevant circumstances but has not been so included; or

(ii) that any land, building or structure ( or any part of them ) included in the Lease or any Ancillary Lease should not have been so included having regard to the Leasing Principles and the Key Objectives and all other relevant circumstances; or

( iii ) that any plan or ( insofar as it describes any land building structure or premises ( or any part of them ) ) any schedule forming part of the Property Schedules and Plans is inaccurate and should be rectified or clarified; or

(iv) that any rights should have been granted for the benefit of, or excepted or reserved over, any land building or structure ( or any part of them ) by the Lease or any Ancillary Lease but have not been so granted excepted or reserved; or

(v) that any rights granted for the benefit of, or excepted or reserved over, any land building or structure ( or any part of them ) by the Lease or any Ancillary Lease should not have been so granted, then it may give written notice to the other to that effect stating in sufficient detail ( with accompanying plans as necessary ) the land, building or structure ( or the part of them ) rights, exceptions or reservations in respect of which the party serving the notice considers there to be a discrepancy ( and in the case of (i) or (ii) above details of any rights, exceptions or reservations requiring rectification in connection with the relevant discrepancy ).

5.3 Infraco and LUL shall thereafter co-operate in determining and agreeing the precise extent of the Property Elements referred to in the Property Schedules and Plans which should or should not have been included in the Lease or Ancillary Lease or ( as applicable ) the rectification or clarification required to any plan or schedule or rights granted, excepted or reserved but if the parties are unable to agree then either party may refer the matter in question for determination in accordance with the Dispute Resolution Agreement.

5.4 Following agreement or determination pursuant to paragraph 5.3, the relevant modification to the Property Schedules and Plans shall be made and ( to the extent that the discrepancy does not merely necessitate a rectification or clarification of any schedule or plan ) paragraph 4.2 ( Termination of the Lease and Ancillary Leases in Specified Circumstances ) or paragraph 4.1 ( Grant of Supplemental Leases and Supplemental Underleases ) will apply or in the case of any rights exceptions or reservations a deed of variation in a form acceptable to Infraco and LUL ( both acting reasonably ) shall be entered into by LUL and Infraco.

5.5 For the purposes of the grant of the Lease, the Underlease, any Ancillary Lease and any Ancillary Underlease the parties may before the Transfer Date make amendments to the Property Schedules and Plans to reflect agreed errors or changes and if any amendments are made they shall initial a revised set on the Transfer Date.

6. Lease or Licence of Equipment Airspace on another Infraco's Premises

Notice by Infraco

6.1 Where Infraco wishes to carry out Equipment Works and requires an interest in the Equipment in order to satisfy section 51(3) of the Capital Allowances Act 1990 and enable Infraco's expenditure on such Equipment to qualify for capital allowances then Infraco may serve notice to that effect on LUL and on the Affected Infraco ( if any ) ( the Equipment Notice ).

Contents of Notice

6.2 The Equipment Notice is to contain the following: (a) a certificate from Infraco's tax advisors addressed to LUL and the Affected Infraco confirming that Infraco requires an interest in the Equipment Premises for the purposes of section 51(3) of the Capital Allowances Act 1990 in order to enable Infraco to claim an allowance in respect of qualifying expenditure on plant and machinery and specifying whether Infraco requires a lease or a licence for this purpose ( such confirmation to include that, if a lease is required, a licence would not suffice ); and

(b) a location plan showing so far as possible the location and dimensions of the relevant Equipment and the proposed routes of any cabling, ducting, and/or other service media serving that Equipment following the Equipment Works; and

(c) the nature and extent of the works required to the Equipment Premises in order to facilitate the Equipment Works ( the Preparatory Works ).

Objections to Notice

6.3 If in LUL's reasonable opinion: (a) the Equipment Notice does not relate to Equipment; or

(b) a land interest is not required for the purposes of section 51(3) of the Capital Allowances Act 1990 or a licence would suffice and could be granted effectively where a lease has been requested; or

(c) if LUL or the Affected Infraco have a reasonable objection to:
(i) the extent and location of the Equipment following the Equipment Works ( but so that they shall not be entitled to object if the Equipment will following the Equipment Works be in the same location as previously ); or

(ii) the nature and extent of the Preparatory Works,
then within ten (10) Business Days of receipt of the Equipment Notice LUL or the Affected Infraco may serve notice of objection on Infraco and if Infraco agrees with such objection it shall either withdraw or modify the Equipment Notice and repeat the procedure in paragraphs 6.1 to 6.3 as necessary. In the absence of agreement the matter shall be determined in accordance with the Dispute Resolution Agreement.

Agreement of Equipment Premises

6.4 If neither LUL nor the Affected Infraco serve an objection pursuant to paragraph 6.3 above then LUL shall approve ( acting reasonably ) the extent and location of the Equipment Airspace which shall be as set out in the plan annexed to the Equipment Notice subject to such minor amendments to be agreed between Infraco and LUL acting reasonably within fifteen (15) Business Days of the date on which LUL received the Equipment Notice ( or in the case of dispute, following determination in accordance with the Dispute Resolution Agreement ).

Grant of Supplemental Lease or grant of licence

6.5.1 If the Equipment Notice is received by LUL before the twenty-first anniversary of the Date of Contract then twenty (20) Business Days after the date on which LUL received the Equipment Notice ( or in the case of dispute, following determination in accordance with the Dispute Resolution Agreement ) LUL shall either: (a) if the certificate from Infraco's tax advisers included in the Equipment Notice specifies that a lease is required grant and take and Infraco shall take and grant respectively a Supplemental Lease and Supplemental Underlease of the Equipment Airspace; or

(b) if the certificate from Infraco's tax advisers included in the Equipment Notice specifies that a licence to occupy is required grant Infraco a licence to occupy the Equipment Airspace such licence to be on similar terms to the Supplemental Lease including rights necessary for Infraco to carry out the Equipment Works and otherwise to be in a form specified by LUL subject to such reasonable amendments as may be required by Infraco.

6.5.2 If the Equipment Notice is received by LUL on or after the twenty-first anniversary of the Date of Contract and it is necessary to grant a Supplemental Lease then paragraph 4.1.10 of Part I of this Schedule 1.5 shall apply.

Preparatory Works

6.6 Infraco shall carry out any Preparatory Works at its own cost in a good and workmanlike manner using good quality materials with all possible despatch and to the reasonable satisfaction of the Affected Infraco and LUL.

7. Provisions relating to Third Party Documents and Relevant Let Property

Third Party Default in relation to Operational Property or Property adjoining Operational Property

7.1 Where LUL is a landlord pursuant to any Third Party Document or by reason of any other contractual arrangements LUL has the right to carry out maintenance or repair works to Operational Property or property adjoining Operational Property in the event of default by the tenant or other party to any such Third Party Documents or any other contractual arrangements LUL shall be entitled to require Infraco to carry out such maintenance or repair works on behalf of LUL subject to compensating Infraco for the reasonable and proper costs and expenses incurred by Infraco in carrying out this obligation.

Relevant Let Property

7.2.1 To the extent that any covenant relating to use, state or condition of any premises on the part of the landlord contained in any Non-Conforming Lease of Relevant Let Property which has not been disclosed in the Property Section of the Data Room is more onerous than the covenants on the part of LUL contained in the Standard Letting Documents and as a consequence Infraco would incur materially greater expense in complying with such covenant than in complying with the covenants in the Standard Letting Documents, LUL shall be entitled to either: (a) comply with the covenant itself; or

(b) require Infraco to comply with the covenant subject to compensating Infraco for the reasonable and proper costs and expenses it incurs in so doing which exceed the costs Infraco would have incurred in complying with the covenant in the Standard Letting Documents.

7.2.2 Where any Relevant Let Property is not subject to a lease LUL shall be entitled to require Infraco to carry out repair and maintenance works to such Relevant Let Property and ( where such works might reasonably be expected to form part of the obligations of any tenant of such Relevant Let Property ) to any Non-Operational Property adjoining such Relevant Let Property subject to compensating Infraco for the reasonable and proper costs and expenses it incurs in so doing to the extent that those costs and expenses exceed the costs and expenses Infraco would have incurred in respect of that property in complying with the landlord's covenants in respect of the use, state or condition of such property had it been let on the terms set out in the Standard Letting Documents.

7.2.3 In relation to any Commercial Property within a Station forming part of the Premises in respect of which LUL decides in accordance with paragraph 1.8 of Appendix 15 of Schedule 2.1 ( Service Outputs and Constraints ) to the Contract that it requires Infraco to include as part of the relevant Station Modernisation, Station Refurbishment or Enhanced Station Refurbishment the refurbishment of the retail shop fronts of the Commercial Property in question, LUL will notify Infraco to that effect in writing and Infraco shall carry out the necessary refurbishment works to those shop fronts as part of its Station Modernisation or Station Refurbishment obligations as applicable, subject to LUL compensating Infraco for the reasonable and proper costs and expenses it incurs in so doing.

Enforcement of matters benefiting the Premises

7.3 If any Third Party Documents or documents comprising or containing Title Matters or PFI Contracts contain provisions intended to protect the Premises or the use or occupation of the Premises ( including covenants given by occupiers of Commercial Property or given pursuant to any document which creates a PFI Property Interest ): (a) LUL shall consider any representations made by Infraco on the impact of the enforcement of such provisions; and

(b) where Infraco requests that such provisions be enforced where LUL consents to the enforcement of such provisions ( such consent not to be unreasonably withheld or delayed ) LUL shall use reasonable endeavours to enforce them.

8. Matters arising from and in connection with PFI Contracts

8.1 Obligations on LUL in respect of future granted leases and rights in favour of PFI Contractors

8.1.1 Where the terms of any Existing PFI Contract ( other than the Northern Line Train Service Contracts ) require the grant by LUL of an interest in or rights of use of or access to any land ( including the Depot Premises ) which cannot at the Transfer Date be precisely identified by reference to the relevant PFI Contract as disclosed in the Data Room or the documents disclosed in the Property Section of the Data Room or the Property Schedules and Plans or the plans to the Depot Sub-leases or Acton Works Leases then: (a) LUL will ( as far as it is able to do so under the terms of the relevant Existing PFI Contract ) prior to such grant consult with Infraco as to the extent and location of the land affected and will give notice to Infraco of the precise extent of that land before it grants the relevant interest in it; and

(b) LUL shall be entitled to make such grant but LUL and Infraco shall endeavour to agree whether the grant shall give rise to any Increased Infraco Cost and/or Increased Infraco Risk.

8.1.2 The grant shall remain Permitted Commercial Exploitation and not become Disruptive Commercial Exploitation but LUL and Infraco shall endeavour to agree whether the grant will result in Increased Infraco Cost and/or Increased Infraco Risk and ( if it will ) the terms for compensating Infraco for any Increased Infraco Costs and/or the terms for dealing with the Increased Infraco Risk so as substantially to mitigate the adverse effects of any Increased Infraco Cost or Increased Infraco Risk which would occur as a result of the implementation of the grant, in each case such terms being reasonable in all the circumstances.

8.1.3 If the parties are unable to agree as provided in paragraph 8.1.2, Infraco shall provide the confirmations and statements and make the proposals referred to in clause 17.6 of the Contract as if references in that clause to "LUL Specified Right proposal" were references to the relevant grant and clause 17.9 ( Mitigation ) of the Contract shall apply to the grant in the same manner as it applies to the proposed exercise of an LUL Specified Right.

8.1.4 LUL may grant interests in or rights of use of or access to land ( including the Depot Premises ) pursuant to the terms of any New PFI Project but must comply with the terms of clause 17 ( LUL Specified Rights ) before doing so.

8.1.5 The obligation of LUL to consult with Infraco under the terms of paragraph 8.1.1 above shall not entitle Infraco to any right to require LUL to proceed to dispute resolution under the relevant Existing PFI Contract in respect of the land to be included in any lease or made subject to any rights or interest. The decision to activate any dispute resolution procedure under the relevant Existing PFI Contract in respect of such land shall remain with LUL and its counterparty under the Existing PFI Contract.

8.1.6 For clarification only and without prejudice to their general application in respect of all PFI Contracts the parties agree that the provisions of this paragraph 8.1 shall apply to the following: (i) the grant of leases of Future Properties ( as defined in the Power Service Agreement for Lease ) under the Power Service Agreement for Lease ( insofar as the precise extent and location of the land affected is not identified on the Property Schedules and Plans as at the Transfer Date ) and of spare space in Cable Ducts ( as defined in the Power Service Contract ) under clause 7.11 of the Power Service Contract;

(ii) the grant of easements and licences of alternative space under Clauses 4.2 and 4.3 of the Power Service Easement and of Licences in the form of the Specific Properties Licence ( as defined in the Power Service Contract ) under the Power Service Agreement for Lease;

( iii ) the grant of leases to the PFI Contractor under the Prestige Contract; and

(iv) the grant of leases and/or licences to the PFI Contractor under the Connect Contract pursuant to the Connect Contract Agreement for Property Interests.

8.1.7 Notwithstanding the provisions of paragraph 3 of this Schedule 1.5 ( Consequences of certain Title and Planning Matters ) and without prejudice to the other provisions of this paragraph 8.1, LUL and Infraco agree that the indemnities and other remedies available to Infraco pursuant to paragraphs 3.1, 3.2 and 3.3 of this Schedule 1.5 shall not be available to Infraco in the event that a PFI Contractor under any Existing PFI Contract raises any Access Objection, Relevant Third Party Right and/or Successful Title Claim in relation to any part of the Operational Property forming part of the Premises or the Acton Works Premises or the premises demised to Infraco by any Depot Sub-lease, which is the subject of a PFI Property Interest in favour of that PFI Contractor (a) as a result of the terms of any Existing PFI Contract and/or (b) following the grant of any interest or rights by LUL pursuant to this paragraph 8.1.

8.2 Provisions to permit grant of PFI Property Interests at Depots

8.2.1 Where LUL is required under the terms of any PFI Contract ( other than the Northern Line Train Service Contracts ) to grant the PFI Contractor any rights ( whether in the nature of a property interest or otherwise ) at to or over any Depot Premises then the terms of this paragraph 8.2 shall apply in addition and without prejudice to the provisions of paragraph 8.1 above.

8.2.2 Following LUL's written request and prior to the date on which such rights are to be granted to the PFI Contractor Infraco will ( where the PFI Contractor is entitled to a property interest under the terms of its PFI Contract ) grant to LUL an interest in the relevant property or ( where the rights to which the PFI Contractor is entitled do not consist of a property interest ) such rights or additional rights over the relevant property as are in each case sufficient to enable LUL to fulfil its obligations to the PFI Contractor and Infraco shall not impede LUL in the performance of such obligations.

8.2.3 Where the rights to be granted to the PFI Contractor referred to in paragraph 8.2.1 above consist of a lease the lease granted to LUL in accordance with that paragraph shall be in the form of the Supplemental Underlease amended to include any necessary provisions to enable the relevant lease to the PFI Contractor to be granted in accordance with the PFI Contractor's entitlement under the PFI Contract.

8.2.4 If Infraco fails to grant to LUL the interest or rights referred to in paragraph 8.2.2 within twenty one (21) days of LUL's written request LUL may instead terminate the Lease in relation to the relevant property.

8.3 Matters to which the agreement for lease contained in the Contract will be subject The grant of the Infraco Leases and of the LUL Leases will be subject to the following matters: 8.3.1 any lease easement or licence or agreement for lease, easement or licence which at the date of grant of the relevant Infraco Lease or LUL Lease has been granted in accordance with a PFI Contract and which affect the Premises;

8.3.2 the Connect Deed of Grant of Easements;

8.3.3 the Connect CER Lease;

8.3.4 any access arrangements in existence as at the Transfer Date under which the PFI Contractor is provided with or may be provided with access to any property;

8.3.5 For the purposes of clarification only ( and without limiting the general principles set out in paragraphs 8.3.1 to 8.3.4 ) the parties agree that these matters include the following provisions ( without prejudice to the terms of Schedule 1.3 and the provisions of the Access Code ): 8.3.5.1 Those of the rights contained in Schedule 18.11 ( Access Rights ) of the Power Service Contract which in summary consist of:

- access to Properties over Adjacent Properties ( as defined in the Power Service Contract )

- a right to use such facilities as enjoyed immediately before the Starting Date ( as defined in the Power Service Contract )

- a right to retain and construct signs

- a right of entry
8.3.5.2 Those of the rights contained in Schedule 1.20 ( Access Rights ) and clause 18.5 ( Utilities ) of the Prestige Contract which in summary consist of:
- access to LUL Stations ( as defined in the Prestige Contract ) and LT Property ( as defined in the Prestige Contract )

- access to the track and other operational parts of the LT Network ( as defined in the Prestige Contract )

- the right of the PFI Contractor where possible to receive advice from LUL of interruptions of access to LT Property ( as defined in the Prestige Contract )

- access to LRT and LUL staff accommodation, lavatories, working facilities and communications network ( other than the LUL internal telephone network )
8.3.5.3 Those of the obligations contained in clauses 17.6 and 17.7 of the Prestige Contract in respect of property interests required by the PFI Contractor to enable it to make capital allowances claims which in summary consist of:
- Infraco shall assist, at the PFI Contractor's cost, in establishing alternative arrangements in respect of the Property ( as defined in the Prestige Contract ) to ensure that tax relief by way of capital allowances is available to the PFI Contractor in respect of Newly Installed Assets ( as defined in the Prestige Contract )

- Infraco shall co-operate with LUL in procuring the grant to LUL or the PFI Contractor of an interest sufficient to enable the grant to the PFI Contractor of a lease in accordance with the Prestige Contract
8.3.5.4 Those of the obligations contained in clauses 18.3.1, 18.3.2, 18.3.7 and 18.3.8 of the Prestige Contract concerning other property related matters which in summary consist of:
- Infraco shall provide such access to LT Property ( as defined in the Prestige Contract ) as is necessary for the PFI Contractor to fulfil its obligations under the Prestige Contract

- Infraco shall use reasonable endeavours to make Storage Facilities ( as defined in the Prestige Contract ) at LT Stations ( as defined in the Prestige Contract ) available to the PFI Contractor

8.4 Indemnity to Infraco for liability under landlord covenants arising in respect of leases granted under PFI Contracts
Except to the extent that performance of such covenants is the responsibility of Infraco under the terms of this Contract LUL shall indemnify Infraco against any liability incurred by Infraco arising from a claim by a PFI Contractor ( other than in respect of the Northern Line Trains Services Contract ) in respect of breach of a landlord covenant ( as defined in the Landlord and Tenant ( Covenants ) Act 1995 ) contained in a document creating a PFI Property Interest.

8.5 Northern Line Train Service Contracts provisions

8.5.1 In this paragraph 8.5 the following expressions shall bear the following meanings:

Northern Line Accommodation Licence has the meaning given to the expression Accommodation Licence in the Northern Line Train Service Contracts;

Northern Line Adjoining Property shall have the meaning given to the expression Adjoining Property in the Northern Line Train Service Contracts;

Northern Line Condition Schedule shall have the meaning given to the expression Condition Schedule in the Northern Line Train Service Contracts;

Northern Line Depot Leases shall have the meaning given to the expression Depot Leases in the Northern Line Train Service Contracts;

Northern Line Depot Lease Surrender means any surrender ( in whole or in part ) of one or both of the Northern Line Depot Leases by the Northern Line Trains Contractor to Infraco;

Northern Line Depot Property shall have the meaning given to the expression Depot Property in the Northern Line Train Service Contracts;

Northern Line Excluded Existing Agreements shall have the meaning given to the expression Existing Agreements in the Northern Line Train Service Contracts;

Northern Line Outstation Licences shall have the meaning given to the expression Outstation Licences in the Northern Line Train Service Contracts;

Northern Line Property Interest means an interest in or right in respect of property required to be granted to the Northern Line Trains Contractor under the terms of the Northern Line Train Service Contracts;

Northern Line Sidings Licence shall have the meaning given to the expression Sidings Licence in the Northern Line Trains Service Contracts; and

Northern Line Trains Contractor means Alstom NL Service Provision Limited ( formerly known as GEC Alsthom NL Service Provision Limited ) or any successor to it as the party of the second part to the Northern Line Train Service Contracts.

8.5.2 Infraco will consult with LUL in the preparation of any Northern Line Condition Schedule and will not agree any such schedule without the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ) to the proposed schedule.

8.5.3 If any Northern Line Adjoining Property is not comprised within the Premises LUL will not deal with such Northern Line Adjoining Property in such a way as to put Infraco in breach of its obligations to the Northern Line Trains Contractor.

8.5.4 Where any Northern Line Excluded Existing Agreements, or other deeds, contain provisions designed to afford protection to the Northern Line Depot Property and the benefit of those Northern Line Excluded Existing Agreements or deeds has not been assigned to or vested in Infraco, LUL will enforce the provisions of those Northern Line Excluded Existing Agreements and deeds in a manner consistent with the obligations of (i) the landlord under the Northern Line Depot Leases or (ii) the licensor under the Northern Line Outstation Licences and the Northern Line Sidings Licence.

8.5.5 LUL will give Infraco as much notice as is reasonably possible of any item which it intends to bring onto any Northern Line Adjoining Property where it reasonably considers that Infraco may be obliged under the terms of the Northern Line Train Service Contracts to give notice of such item's presence to the Northern Line Trains Contractor.

8.5.6 If the Northern Line Trains Contractor becomes entitled to the grant of a Northern Line Property Interest Infraco hereby consents to the grant of that interest by LUL. The Lease and the Underlease will be granted subject to, and with the benefit of, all Northern Line Property Interests existing at the date of their grant and Infraco agrees to perform at all times the obligations on the part of LUL contained therein, including ( but not limited to ): (a) permitting the exercise of all rights and privileges comprised in those interests whether they are leases, licences or other rights or privileges and whether or not they constitute obligations or rights binding on the land over which they are granted; and

(b) ( subject to paragraph 8.5.7 below ) those contained in the Northern Line Outstation Licences, the Northern Line Sidings Licence and any supplemental licences granted to the Northern Line Train Services Contractor on the same terms of such licences.

8.5.7 Infraco shall not be obliged to perform those obligations on the part of LUL contained in the following: (a) in respect of the Northern Line Outstation Licences, paragraphs 5.1, 5.3 and 5.6.2 and ( where LUL remains a party to any Northern Line Excluded Existing Agreements ) paragraphs 5.4 and 5.9 of the First Schedule to each licence; and

(b) in respect of the Northern Line Sidings Licence, clauses 5.1 and 5.3.2 and ( where LUL remains a party to any Northern Line Excluded Existing Agreements ) clause 5.4 of such licence.

8.5.8 Infraco and LUL agree that they shall observe and perform jointly the obligations contained in (i) paragraphs 5.6.1, 5.7 and 5.8 of the Northern Line Outstation Licences and (ii) clause 5.3.1 of the Northern Line Sidings Licence ( provided that in the case of Infraco, the term "Adjacent Property" where used in such paragraphs and clause(s) shall be deemed to mean and be limited to the Premises ).

8.5.9 Infraco and LUL will co-operate in the supply of information about available space so as to assist LUL in complying with its obligations contained in the Northern Line Trains Service Contracts in respect of making available facilities and granting additional Northern Line Accommodation Licences to enable the Northern Line Trains Contractor to perform its obligations under the Northern Line Trains Service Contracts.

8.5.10 Following any Northern Line Depot Lease Surrender, LUL shall exercise a Termination of Part pursuant to paragraph 4.2.1(a)(ix) of this Schedule ( being a Termination of Part relating to land and/or buildings forming part of the premises which have been the subject of a Northern Line Depot Lease Surrender ), and, notwithstanding the provisions of clause 17 ( LUL Specified Rights ) and Section 3 of the Property Code ( Surplus Property ), this will not constitute the exercise of an LUL Specified Right, and Infraco and LUL agree that: (a) Infraco shall not be entitled to any compensation from LUL; and

(b) no Increased Infraco Cost and/or Increased Infraco Risk will result from such Termination of Part.

8.6 Infraco's obligations relating to the Jubilee Line Extension

8.6.1 To the extent that such obligations are not comprised within Schedule 2.1 ( Service Outputs ) to the Contract Infraco agrees to comply with the following obligations in relation to JLE Adjoining Property:

8.6.1.1 In carrying out the Services Infraco shall employ all means which are reasonably practicable for the purpose of:

(a) minimising noise disturbance dust fumes and vibration to the JLE Adjoining Property the occupants thereof and the businesses carried on therein including ( without prejudice to the generality of the above ) the use of a permanent track with continuous welded rail and having resiliently supported substantial mass below the rail );

(b) minimising interference with power drainage fire alarms sprinklers and telecommunications and other essential services to the JLE Adjoining Property;

(c) preventing water penetration to basement level at the JLE Adjoining Property;

(d) maintaining the security of the JLE Adjoining Property against illegal entry;

(e) minimising interference with vehicular and pedestrian access to the JLE Adjoining Property;

(f) minimising interference with repair maintenance or cleaning of the JLE Adjoining Property;

(g) to ensure the safety of occupiers and visitors to the JLE Adjoining Property;

(h) minimising material physical damage caused by settlement to the JLE Adjoining Property; and

(i) avoiding needless activation of security alarm equipment or interference with sensitive computer and other equipment in the JLE Adjoining Property.

8.6.1.2 In carrying out the Services Infraco shall ensure that:

(a) noise ( measured as a Rating Level according to BS4142:1990 ) radiated from ventilation shafts when fans are in use shall not cause any increase in the level of background noise ( measured at the lowest level of L₉₀ ( 30 minute ) ) measured during the operational hours of the railway at the facade of any JLE Adjoining Property by more than either the level of marginal significance established in BS4142:1990 or 5dB which ever is the lower except when the fans are operating under emergency conditions; and

(b) fans at the Preston Road vent shaft are: (i) to generate a noise level ( measured as a 5 minute LAeq during the night-time hours of 22.00 to 07.00 ) of not more than 38dB(A) where the noise is tonal as defined in BS7445, or no more than 33dB(A) where the noise is non tonal ( measurements are to be made at 1m from the facade of the nearest adjoining residential property and during the other hours the 5 minute LAeq value due to the fans may be 10dB(A) higher ); and

(ii) to be tested only during the hours of 08.00 to 18.00 except with the prior consent of LUL ( such consent not to be unreasonably withheld or delayed provided that it shall be reasonable for LUL to withhold such consent where it is unable to consent by virtue of its obligations to third parties ).

8.6.2

Infraco undertakes to perform the obligations in the clauses of the documents listed below:

No.	Property	Document	Relevant Clauses
1.	Westminster Station	Agreement relating to the construction of new underground railways etc. made between the Corporate Officer of the House of Commons (1) and LUL (2) dated 28 January 1994	13.5
2.	Canary Wharf	Agreement dated 16 December 1991 made between London Docklands Development Corporation (1) London Regional Transport (2) and LUL (3)	2(G)(f) ( insofar as it relates to obligations after practical completion )
3.		Licence Agreement dated 28 October 1993 made between London Docklands Development Corporation (1) London Regional Transport (2) and LUL (3)	4.2(c)
4.		Land Agreement dated 28 October 1993 made between London Docklands Development Corporation (1) London Regional Transport (2) and LUL (3)	2.8

Provided that ( in respect of the obligation referred to in line 1 of item 1 of the table above only ): (i) Infraco shall not be obliged to carry out any such obligations unless requested to do so by LUL; and

(ii) LUL shall reimburse Infraco in respect of its reasonable and proper costs and expenses incurred in carrying out such obligations in response to such a request.

8.6.3 In respect of the Houses of Parliament, Infraco shall continue all monitoring programmes existing at the Transfer Date for so long as is reasonably necessary having regard to the nature and possible impact of the construction of the Jubilee Line Extension and shall advise LUL as soon as practicable of any material physical damage or settlement detected. If requested by LUL in writing, Infraco shall carry out such works as LUL require in order to prevent remedy mitigate or make good any material physical damage or the causes or effects of any settlement including in the case of the tower housing "Big Ben" any material physical damage caused by settlement and/or tilt. LUL shall compensate Infraco for the proper and reasonable costs and expenses of such works save to the extent that the need for any works arises from or the extent of the works required is greater than would otherwise be the case by virtue of a failure by Infraco to monitor or its delay in:

(a) notifying LUL of such damage or settlement; or

(b) carrying out such works as are requested by LUL.

9. Liability for Local List Rates

9.1 Where any Operational Property or property comprised in the Acton Works Lease is used solely for the purposes of Infraco's performance of its obligations under the Contract and is assessed for rates on a local rating list ( as opposed to the central list ) and Infraco thereby becomes liable for the payment of rates in respect of that Operational Property then ( subject to paragraph 9.5 below and ( where applicable ) to Infraco having complied with its obligations in paragraph 9.3 below ) LUL will reimburse Infraco at cost in respect of that liability.

9.2 Infraco will provide LUL within seven days of receipt with copies of all notices demands and other correspondence received by Infraco in respect of rates and rating liability and will provide LUL with copies on dispatch of all correspondence sent by Infraco or on Infraco's behalf in respect of rates and rating liability.

9.3 Infraco will not agree ( whether by active acceptance or by failure to object ) any rating assessment on any Operational Property or the Acton Works Premises without the prior written consent of LUL and will at the direction and cost of LUL adopt and pursue diligently any reasonable course of action available to Infraco to challenge any rating assessment on such Operational Property in order to minimise the liability for rates on that Operational Property.

9.4 LUL shall respond promptly to any request made by Infraco for consent to a rating assessment or for instructions in respect of any course of action to be adopted or pursued by Infraco in accordance with paragraph 9.3 above and shall reimburse Infraco in respect of costs properly incurred by Infraco in any such course of action.

9.5 Where any leasehold premises specifically assigned to Infraco by the Infrastructure Transfer Scheme as identified in the schedules to that scheme are or become separately rated then Infraco shall be responsible for the rates payable in respect of such premises.

9.6 Any rates which would otherwise be payable by Infraco in respect of any Office Accommodation Properties shall be included in the facilities charge payable by Infraco under the applicable Office Accommodation Lease.

10. Depot Sub-lease premises and Office Accommodation Leases

10.1.1 Infraco shall grant or take each Depot Sub-lease to or from the relevant other Infraco on the Transfer Date applicable to that other Infraco immediately following the grant of that other Infraco's Lease and where it is the landlord under the Depot Sub-lease pending any grant shall permit the other Infraco to occupy the premises to be demised as if the Depot Sub-lease had been granted.

10.1.2 Where any Depot Sub-lease is to be granted to or by Infraco it shall pending the grant observe and perform the obligations on its part to be contained in relevant Depot Sub-lease as if it had been granted, provided that this provision shall not operate as a demise and nothing contained in this provision shall be construed as creating any legal estate.

10.2 Infraco agrees to vacate any premises comprised in a Depot Sub-lease under which it is tenant on the date of expiry of the term granted by it or on its earlier termination in accordance with its terms.

10.3 If so required by LUL, Infraco will join in making an application to a competent court for a court order pursuant to section 38 Landlord and Tenant Act 1954 ( as amended ) authorising the exclusion in relation to any Office Accommodation Lease, Depot Sub-lease or Acton Works Lease of sections 24 to 28 ( inclusive ) of that Act.

10.4 Infraco agrees that where it is permitted by any other Infraco to occupy any premises which are part of any of the Office Accommodation Properties it shall comply with the terms of the agreement by which such permission is granted and shall vacate the premises at the expiry of such agreement or on its earlier termination in accordance with its terms.

11. Pre-disclosed Commercial Transactions

11.1 LUL may by written notice specify works or services to be implemented in order to facilitate, support or enable a Pre-disclosed Commercial Transaction which it requires Infraco to carry out or perform and which Infraco is not otherwise obliged to carry out or perform for LUL under the Contract.

11.2 Infraco shall carry out the works or perform the services in accordance with the terms of the documentation, drawings and materials relating to the relevant Pre-disclosed Commercial Transaction, expeditiously ( taking into account the need for Infraco properly to perform its other contractual obligations to LUL ) and in accordance with Good Industry Practice and LUL shall pay to Infraco the proper and reasonable costs and expenses incurred by Infraco in carrying out the works or performing the services together with a reasonable profit margin which is commensurate with the risks and rewards assumed by Infraco in doing so.

11.3 In the event that: (a) the terms of the documentation, drawings and materials relating to a Pre-disclosed Commercial Transaction were not incorporated in an existing agreement contained in the Property Section of the Data Room and any subsequent agreement contains provisions which results in the Pre-disclosed Commercial Transaction being materially altered or not retaining the same essential functional characteristics; or

(b) an existing agreement or other documentation relating to a Pre-disclosed Commercial Transaction is amended, varied, modified, supplemented, replaced or novated following the disclosure of such documentation in the Property Section of the Data Room which results in the Pre-disclosed Commercial Transaction being materially altered or not retaining the same essential functional characteristics; or

(c) new and further material information ( not included in the Property Section of the Data Room ) about a Pre-disclosed Commercial Transaction is produced to Infraco by LUL and such new further material information results in the Pre-disclosed Commercial Transaction being materially altered or not retaining the same essential functional characteristics;
( in each case, a PCT Change ),

11.3.1 the provisions of paragraphs 11.1 and 11.2 shall apply ( mutatis mutandis ) in relation to any new works and services which LUL may require Infraco to carry out pursuant to the PCT Change; and

11.3.2 the Pre-disclosed Commercial Transaction shall remain Permitted Commercial Exploitation and not become Disruptive Commercial Exploitation as a consequence of any PCT Change but LUL and Infraco shall endeavour to agree whether the implementation of the Pre-disclosed Commercial Transaction subject to the PCT Change will result in Increased Infraco Cost and/or Increased Infraco Risk and ( if it will ) the terms for compensating Infraco for any Increased Infraco Costs and/or the terms for dealing with the Increased Infraco Risk so as substantially to mitigate the adverse effects of any Increased Infraco Cost or Increased Infraco Risk which would occur as a result of the implementation of the Pre-disclosed Commercial Transaction subject to the PCT Change, in each case such terms being reasonable in all the circumstances with due account being taken of any entitlement of Infraco to payment under paragraph 11.2.

11.4 If the parties are unable to agree as provided in paragraph 11.3.2, Infraco shall provide the confirmations and statements and make the proposals referred to in clause 17.6 of the Contract as if references in that clause to "LUL Specified Right proposal" were references to the relevant Pre-disclosed Commercial Transaction and clause 17.9 ( Mitigation ) of the Contract shall apply to the relevant Pre-disclosed Commercial Transaction in the same manner as it applies to the proposed exercise of an LUL Specified Right.

11.5 LUL will notify Infraco upon LUL agreeing a PCT Change with any third party.

11.6 LUL shall be entitled in connection with a Pre-disclosed Commercial Transaction or any part of it to notify Infraco of any Operational Property that it considers to be Surplus Property either permanently or temporarily and the provisions of Section 3 of the Property Code and, where appropriate, paragraph 4.2 of Schedule 1.5 shall apply.

11.7 If any dispute under this paragraph 11 as to the costs to be paid to Infraco is referred for resolution under the Dispute Resolution Agreement the dispute shall be determined having regard to the terms on which a contract for the services or works in question might reasonably be expected to be placed on arm's length commercial terms in the market ( or where no such contract could be so placed in the market then a contract for such services or works as are reasonably comparable to the services or works in question and in respect of which a contract could be so placed on arm's length commercial terms in the market ).

11.8 LUL shall use reasonable endeavours to make available to Infraco the benefit of its rights in relation to any Facility or other Asset Delivered into Service as a consequence of a Pre-disclosed Commercial Transaction under the terms of any agreement or arrangement with any third party, including ( without limit ) under any manufacturer's or supplier's warranties and/or indemnities in relation to such Facility or Asset.

11.9 Immediately following completion of the project or ( where applicable ) each phased part of it as contemplated by a Pre-disclosed Commercial Transaction, Infraco shall be responsible thereafter for the maintenance and renewal of any new Facility or other Asset Delivered into Service as a consequence of the Pre-disclosed Commercial Transaction and such new Facility or other Asset shall be made Available to LUL, all in accordance with the terms of the Contract and the parties shall agree such changes to Schedule 2.1 as may be necessary to effect the foregoing with the intention that the necessary changes shall be those which would place upon Infraco comparable obligations in respect of such new Facility or other Asset as it then has with respect to any comparable existing Facility or other Assets.

12. Space Allocation Process

12.1 Notwithstanding the provisions of the Standards Code, it is agreed as follows in relation to the SpAP: (a) the parties agree that relevant amendments, modifications and additions will be made to the Draft Standard SpAP so that the Final Standard SpAP will reflect the terms and conditions and principles identified in the SpAP Supplemental Statement; and

(b) until the issue of the Final Standard SpAP, the parties will comply with the terms and conditions of the Draft Standard SpAP but only on the basis that the Draft Standard SpAP shall be deemed to contain as from the Transfer Date such amendments, modifications and additions as are identified in and contemplated by the SpAP Supplemental Statement; and

(c) Infraco will not be entitled to recover any amount in respect of:
(i) Increased Infraco Cost and/or Increased Infraco Risk; and/or

(ii) any Exceptional Amount arising from an increase in costs to be incurred in relation to the performance of the Contract; and/or

( iii ) any other Losses
as a consequence of:
(A) the amendments, modifications and additions to the Draft Standard SpAP to comply with paragraph 12.1(a) above as contemplated by the SpAP Supplemental Statement; and/or

(B) the requirement imposed by paragraph 12.1(b) above.
(d) LUL will not be entitled to recover any amount in respect of:
(i) any Exceptional Amount arising from an increase in costs to be incurred in relation to the operation of the Underground Network; and/or

(ii) any other Losses
as a consequence of:
(A) the amendments, modifications and additions to the Draft Standard SpAP to comply with paragraph 12.1(a) above as contemplated by the SpAP Supplemental Statement; and/or

(B) the requirement imposed by paragraph 12.1(b) above.
(e) LUL will act as the proposing party under the Standards Code for the purpose of the ensuring that the amendments, modifications and additions as identified in and contemplated by the SpAP Supplemental Statement are incorporated into the Final Standard SpAP provided that and for the avoidance of doubt each party shall pay its own costs and expenses for the purposes of developing the proposal.

12.2 Notwithstanding the provisions of paragraph 12.1 above: (a) the provisions of paragraphs 4.4 to 4.7 ( inclusive ) of the Standards Code will be applied to any proposed change to the Draft Standard SpAP required as a result of the amendments, modifications and additions as identified in and contemplated by the SpAP Supplemental Statement; and

(b) any safety case paper produced in accordance with paragraph 4.7 of the Standards Code relating to amendments, modifications and additions to the Draft Standard SpAP as identified in and contemplated by the SpAP Supplemental Statement shall be reviewed in accordance with the requirements of the Safety Review and Change Control Process set out in the Health Safety and Environmental Directorate B5.1 and in the Safety Control Standard 21 and LUL shall have reasonable discretion having regard to the overriding ALARP principle to refuse or modify any of the said amendments, modifications and additions to the Draft Standard SpAP; and

(c) to the extent that such amendments modifications and additions to the Draft Standard SpAP as identified in and contemplated by the SpAP Supplemental Statement are refused because of safety-related matters, including ( but not limited to ) the safety requirements referred to in paragraphs 4.4 to 4.7 of the Standards Code, the parties will be released from the obligations and restrictions imposed by paragraph 12.1 above.

12.3 This paragraph 12 of Schedule 1.5 shall not prevent further changes or withdrawals or concessions to the Draft Standard SpAP and/or Final Standard SpAP in the manner and subject to the terms and conditions contained in the Standards Code Provided that for the avoidance of doubt if such changes, withdrawals or concessions are not as a result of the amendments, modifications and additions as identified in and contemplated by the SpAP Supplemental Statement then the provisions of paragraphs 12.1(c) and (d) shall not apply.

12.4 Notwithstanding paragraph 12.1(b), it is acknowledged by Infraco and LUL that the SAA and SAP, and the Space Allocation Database ( in each case as described in the SpAP Supplemental Statement ), may not have been constituted or created ( as appropriate ) as at the Transfer Date. LUL will use reasonable endeavours to constitute the SAA and SAP and create the Space Allocation Database as soon as reasonably possible after the Transfer Date.

APPENDIX 1 - Pre-disclosed Commercial Transactions

JNP

The Pre-disclosed Commercial Transactions listed in the table below are projects affecting the Infraco JNP Network.

Location	Impact on Operational Property	Line	Other Line Using Station/Affected
Bermondsey	Development over new JLE Station	Jubilee Extension	N/A
Southwark Station Site - Residential/ Hotel	Development over new JLE station	Jubilee Extension	N/A
11/15 Arlington Street - Green Park Station	Development on raft constructed as part of JLE and adjoining escape shaft and lift	Jubilee Extension	Piccadilly/Victoria
Borough - High Street - London Bridge Station	Development over new JLE Station	Jubilee Extension	N/A
Proposed Hotels at Finchley Central	Potential impact due to proximity to Station	Northern	N/A
Arnos Grove	Potential impact due to proximity to Station	Piccadilly	N/A
Cockfosters	Potential impact due to proximity to Station and staff parking to be transferred to other car park	Piccadilly	N/A
Hounslow West	Potential impact due to proximity to Station	Piccadilly	N/A
Park Royal	Construction of link road including bridges over track to Guinness site	Piccadilly/Central	N/A
Northfields Depot	Cable diversions to enable site access	Piccadilly	N/A

The Pre-disclosed Commercial Transactions listed in the table below are projects affecting an Infraco Network other than Infraco JNP. Infraco JNP is being informed of the Pre-disclosed Commercial Transactions below as an Infraco JNP line runs through or close to the location of the project.

Location	Impact on Operational Property	Line	Other Line Using Station/Affected
Hammersmith Island Offices	Link into station booking hall	District	Piccadilly
Moorgate - 21 Moorfields	New ticket hall / provisions for CrossRail	Metropolitan	Northern

APPENDIX 2 - JNP Infraco

LUL Leaseholds where Ancillary Leases to be granted to Infraco

Lease to LUL	Station(s)/ land between stations affected	Address(es)	Document ID no.	Termination Date
Lease dated 16 May 1955 between J Leon & Company Limited (1) and The British Transport Commission (2) for a term of seventy-one and three quarters of another year ( less the last three days thereof ) from 29 September 1954	Land at Hendon Central Station	17 Central Circus, Hendon	15843	21.6.2026

APPENDIX 3 - Parliamentary and other undertakings
None.

PART II - PLANNING PROVISIONS

1 Where, in connection with the Services and in accordance with the provisions of the PPP Contract, and except in relation to Major Enhancements, Infraco carries out Development, Infraco shall be responsible for obtaining at its sole cost and expense all necessary planning permissions, listed building consents and conservation area consents.

2 Where Infraco receives any Planning Notice, Infraco shall forward a copy of the Planning Notice to LUL within 7 Business Days of receipt of the Planning Notice.

3 Infraco shall not enter into any agreement or undertaking pursuant to section 106 of the Town and Country Planning Act 1990 or other legislation regulating the planning, highways or other infrastructure aspects of any Development in relation to Operational Property without obtaining the prior consent of LUL ( such consent not to be unreasonably withheld or delayed ) and LUL shall ( where Infraco can demonstrate to LUL's reasonable satisfaction it is necessary in order to obtain the grant of planning permission ) enter into any such agreement or undertaking, provided that Infraco shall indemnify LUL in accordance with the provisions of clause 24 ( Indemnity ) of the Contract in respect of all Losses resulting from LUL's obligations under such agreement or undertaking.

PART III - PROPERTY DOCUMENTS

LEASE

THIS LEASE made on _____ _____ _____ 200_

Between

LONDON UNDERGROUND LIMITED ( company registration number 01900907 ) whose registered office is at 55 Broadway London SW1H 0BD ( LUL )

INFRACO JNP LIMITED ( company registration number 03923425 ) whose registered office is at 55 Broadway London SW1H 0BD ( Infraco )

is entered into pursuant to a service contract ( the PPP Contract ) made between LUL and Infraco relating to the provision of infrastructure services in respect of the JNP Network.

Interpretation

1.1 To the extent applicable, the provisions of this Lease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Lease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Lease are being construed and thus: (a) in so far as there may be any inconsistency between any term of this Lease and any term of the PPP Contract then the term in this Lease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Lease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Lease and a more specific/detailed provision in the other document then the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied, modified or substituted from time to time.

1.4 In this Lease the expression Infraco includes Infraco's permitted successors in title ( if any ) and the expression LUL includes the estate owner for the time being of the reversion immediately expectant on the Termination of the Lease Term.

Demise and rents

2 In consideration of the rent hereby reserved and the covenants on the part of Infraco, LUL demises to Infraco ( by way of separate demise of each Relevant Parcel and of the remainder of the Lease Premises respectively ) [ Note: omit the words in parenthesis in the case of an Ancillary Lease ] the Lease Premises ( in this Lease only referred to as Leased Areas ) together with ( for the applicable parts of the Leased Areas and so far as LUL is able to grant them ) the rights set out in Part I of the First Schedule and ( if any ) in the Third Schedule excepting and reserving to LUL and to all other persons from time to time ( including without limitation any other Infraco ) entitled to them for the applicable parts of LUL's Premises the rights set out in Part II of the First Schedule and ( if any ) in the Third Schedule to hold them to Infraco subject to the rights of any party pursuant to a Third Party Document and subject to ( but without prejudice to the provisions of Schedule 1.3 of the PPP Contract ) the PFI Contracts and all Title Matters for the Lease Term yielding and paying to LUL the annual rent of one pound.

Infraco's covenants

3 Infraco covenants with LUL as set out in the Second Schedule.

Depot Premises

4 The provisions of the Third Schedule shall have effect in relation to the Depot Premises.

Provisos

5 It is agreed and declared as set out in the Fourth Schedule.

GLA Act certification

6 The parties hereby certify that this Lease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Lease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Value Added Tax

8 The provisions of clauses 53.3, 53.4, 53.6 and 53.7 of the PPP Contract shall apply in respect of this Lease as if repeated herein provided that references to "the Contract" shall be replaced with references to "this Lease" and the words in brackets in the first sentence of clause 53.3 shall not so apply.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE

Part I - Rights granted
The following rights in common with LUL and all others now or hereafter entitled to the like rights subject to the terms of the PPP Contract, this Lease, the PFI Contracts ( but without prejudice to the provisions of Schedule 1.3 of the PPP Contract ), the Title Matters and all Third Party Documents:

Access to LUL's Premises

1 Insofar as Infraco cannot reasonably otherwise exercise its rights and/or comply with its obligations under the PPP Contract or any Transaction Document the right to enter other parts of LUL's Premises at all reasonable times and ( except in case of emergency ) upon reasonable notice and prior appointment with the tenants and occupiers thereof ( subject to compliance with any conditions restrictions and provisions affecting the exercise of such rights including any contained in any aforesaid leases or licences granted to tenants and occupiers of other parts of LUL's Premises ): (i) for the purpose of exercising its rights and/or complying with its obligations under the PPP Contract or any Transaction Document; and

(ii) for the purpose of inspecting maintaining cleansing repairing renewing and replacing such Conducting Media serving the Leased Areas as are located within other parts of LUL's Premises, provided that Infraco in exercising such rights shall do so with all due diligence causing as little damage and inconvenience as reasonably possible and so far as reasonably practicable Infraco shall not interfere with other parts of LUL's Premises and shall make good to the reasonable satisfaction of LUL and ( as the case may require ) consistent with their leases or licences to the satisfaction of any tenants and occupiers of other parts of LUL's Premises thereby affected, all damage or disturbance thereby caused to such other parts of LUL's Premises.

Services

2 To use and ( where Infraco is responsible for them pursuant to the PPP Contract ) retain all Conducting Media now or hereafter during the Lease Perpetuity Period provided from time to time for the Leased Areas and laid in under or over other parts of LUL's Premises or in under or over any other property across which LUL shall have rights to carry the same for the passage of surface water and sewage from and water gas electricity telecommunications and other services to and from the Leased Areas together with the right ( so long as there is sufficient capacity, all Laws are complied with and the supply or discharge ( as applicable ) of such utility services to and from other parts of LUL's Premises or benefiting any third party are not thereby materially adversely affected ) to connect into all Conducting Media within other parts of LUL's Premises let or intended to be let to any other Infraco insofar as LUL can lawfully grant the same.

Rights benefiting LUL's Premises

3 ( So far only as they relate to and benefit the Leased Areas and are necessary for the performance by Infraco of its obligations or the exercise of its rights under the PPP Contract and/or any Transaction Document ) the benefit of the easements rights or privileges benefiting LUL's Premises whether pursuant to any Title Matters, Third Party Documents, existing PFI Property Interests or otherwise ( excluding for the avoidance of doubt the benefit of any payment or capital monies receivable under them ) insofar as LUL can lawfully grant the same.

Support and shelter

4 The right of support and shelter for the Leased Areas from other parts of LUL's Premises as presently enjoyed or such other rights of support and shelter as substituted by LUL from time to time but excluding any right to enter other parts of LUL's Premises except as provided in paragraph 1 above.

Use of LUL's Premises

5 The right to occupy and use for the purposes of performance of its obligations or the exercise of its rights under the PPP Contract and/or any Transaction Document the rooms and space within the other parts of LUL's Premises more particularly specified and described in the Fifth Schedule subject to the terms and conditions set out in the Fifth Schedule.

Part II - Rights excepted and reserved

Services

1 The free and uninterrupted passage and running of water soil gas electricity telecommunications and other services from and to all other parts of LUL's Premises and any other adjoining or neighbouring land and buildings ( whether belonging to LUL or not ) through and along all Conducting Media which are now or may hereafter during the Lease Perpetuity Period be in over or under the Leased Areas together with the right to connect into them.

Conducting Media

2 The right to use and retain Conducting Media within the Leased Areas where such Conducting Media serve any other part of LUL's Premises together with the right to enter upon the Leased Areas at all reasonable times ( except in case of emergency ) for the purpose of inspecting maintaining cleansing repairing renewing and replacing them.

Light and air

3 All rights of light air and other easements quasi-easements and rights ( but without prejudice to those expressly granted to Infraco under this Lease ) now belonging to or enjoyed by the Leased Areas or which may at any time during the Lease Perpetuity Period be acquired by the Leased Areas from or over the other parts of LUL's Premises or any adjoining or neighbouring land or buildings.

Support and shelter

4 The right of support and shelter and all other easements quasi-easements and rights now belonging to or enjoyed by other parts of LUL's Premises and/or any adjoining or neighbouring land or buildings belonging to LUL or which may at any time be acquired during the Lease Perpetuity Period.

Works to other parts of LUL's Premises

5 To enter upon the Leased Areas or any part thereof and to execute such works and do such things as are necessary for the purpose of inspecting maintaining altering renewing repairing and using the structural supports foundations and piles of any other part of LUL's Premises or from which it derives support or shelter if and to the extent that the foregoing are not the responsibility of Infraco under the PPP Contract.

Works to and use of LUL's Premises

6 Subject, in relation to Operational Property, to the applicable provisions of clause 29 ( Commercial Exploitation ) of the PPP Contract the right at all times during the Lease Term in such manner as LUL may think fit to: (a) repair, maintain, test, develop, build, rebuild, renew, alter, demolish or execute any other works on under or to any part of LUL's Premises other than Leased Areas or any other adjoining or neighbouring land and buildings ( including below and above the Leased Areas ) including the right to build on or into any boundary wall of the Leased Areas and make use of any column or support thereof and to erect scaffolding;

(b) use or deal with such adjoining or neighbouring land and buildings notwithstanding that the access of light or air to the Leased Areas may thereby be diminished or interfered with or prejudicially affected;

(c) execute any other works at the Leased Areas so far as are reasonably necessary for the exercise of the rights contained in paragraph 6(a) above ( including the piling of supports and columns ) such right to be exercised in accordance with a programme of works first agreed with Infraco ( such agreement not to be unreasonably withheld or delayed );

(d) carry out on or from the Leased Areas any works which in the reasonable opinion of LUL are necessary for the safe, efficient or proper operation of LUL's undertaking ( such right to be exercised where reasonably practicable in accordance with a programme of works first agreed with Infraco ( such agreement not to be unreasonably withheld or delayed );

(e) during the Lease Perpetuity Period install any Conducting Media in over or under the Leased Areas, and alter, relocate or renew any Conducting Media which are now or may hereafter during the Lease Perpetuity Period be in over or under the Leased Areas,

provided that any damage caused to the Leased Areas as a result of the exercise of such rights shall be made good to the reasonable satisfaction of Infraco at the expense of LUL.

Entry to the Leased Areas

7 The right to enter the Leased Areas in so far as not comprised in the Underlease: (a) for the purposes of exercising rights or complying with covenants conditions and other matters comprising Title Matters and/or in any Third Party Document and/or in any PFI Contract which are now subsisting or which may hereafter subsist during the Lease Perpetuity Period;

(b) for any purpose permitted or required by the PPP Contract or any other Transaction Document.

Rights in same terms as third party rights

8.1 Rights in the same terms as benefit any third party pursuant to: (a) any Third Party Documents; and

(b) any PFI Contracts ( and in the case of Power Project, Project Prestige and Project Connect, pursuant to any other document referred to in the applicable PFI Contract or referred to in paragraph 8 of Part I of Schedule 1.5 to the PPP Contract and contemplated as being entered into between LUL and the PFI Contractor ( but subject to the provisions of that paragraph 8 and of Schedule 1.3 to the PPP Contract ) ).

8.2 In relation to any void units within the Leased Areas rights in the same terms as those benefiting the tenant as set out in the Standard Letting Documents.

Lease or Licence of Equipment Airspace

9 The right to grant any licence to occupy to any other Infraco as contemplated by paragraph 6 of Part 1 of Schedule 1.5 to the PPP Contract ( Lease or Licence of Equipment Airspace on another Infraco's Premises ).

Rights for other Infracos

10 All rights necessary to enable LUL to grant rights to any other Infraco for the performance of its obligations under any other PPP Contract or Transaction Document including without limitation all rights ancillary to the grant of a lease to any other Infraco pursuant to any other PPP Contract.

Superior Landlord

11 All rights excepted or reserved to any estate owners for the time being of any interest in reversion ( whether mediate or immediate ) on the termination of the term granted by any lease under which LUL holds the Leased Areas and any other lease in reversion to this Lease.

Mines and minerals

12 Mines and minerals in the soil and the right to excavate or otherwise remove them.

THE SECOND SCHEDULE - Infraco's covenants

Pay rent

1 To pay to LUL the annual rent of one pound ( if demanded ) on each anniversary of the date of this Lease.

PPP Contract

2 Not to use or permit the Leased Areas to be used other than (i) for exercising its rights and/or performing its obligations under the PPP Contract and/or any Transaction Document; or (ii) for any purpose referred to in paragraph 3 of the Second Schedule to the Underlease ( but only if the Underlease itself is granted as contemplated by the PPP Contract and for so long as the Underlease subsists ).

Prevent encroachments

3 Not knowingly to permit any owner of any property adjoining or near the Leased Areas to acquire any rights of way light or air or other privilege or easement or make any encroachment over against out of or upon the Leased Areas nor to give any acknowledgement that the Leased Areas enjoy any such rights by the consent of any third party and as soon as Infraco shall become aware thereof or of any act or thing which might result in the acquisition or making of any of the same to give immediate written notice thereof to LUL and to take such steps or action as may be reasonably required by LUL ( at Infraco's cost unless and to the extent that Infraco can demonstrate that the acquisition of such privilege right or easement is not as a result of a breach after the Transfer Date by Infraco of its obligations under the PPP Contract ) for preventing any of the same from being acquired or made.

Alienation

4 Except as otherwise expressly permitted or required by the PPP Contract or any Transaction Document and in the case of Depot Premises by paragraph 1 of Part I of the Third Schedule to this Lease not to assign ( at law or in equity ) underlet ( except by way of the Underlease ) or charge ( except by way of the Charge(s)) this Lease or the Leased Areas as a whole or in part nor make any declaration of trust of it or them nor to otherwise deal with or encumber this Lease or the Leased Areas.

Value Added Tax

5 If VAT is or may be chargeable ( by reason of an election of LUL or otherwise ) on any supply under this Lease to pay any VAT on that supply.

THE THIRD SCHEDULE - Depot premises

Part I

JNP

Piccadilly Line

Cockfosters ( drawing nos. PD01-PD03 )

Northfields ( drawing nos. PD04 - PD06 Rev A )

Northern Line

Golders Green ( drawing nos. ND01 Rev A - ND02 Rev A )

Morden ( drawing nos. ND03 Rev A - ND04 Rev A )

Jubilee Line

Stratford ( drawing nos. JD01 - JD02 )

Transplant

Lillie Bridge ( drawing nos. LB01 Rev A - LB02 Rev A )

Additional provisions applicable to Depot Premises

1.1A In respect of Depot Premises the following covenant replaces the covenant in paragraph 2 of the Second Schedule:

Not to use or permit the Depot Premises to be used other than: (i) for exercising its rights and/or performing its obligations under the PPP Contract or any Transaction Document; or

(ii) for any purpose referred to in paragraph 3 of the Second Schedule to the Underlease ( but only if the Underlease itself is granted as contemplated by the PPP Contract and for so long as the Underlease subsists ); or

( iii ) for any purpose permitted pursuant to clause 29.1 ( Infraco Commercial Exploitation ) of the PPP Contract.

Further covenants by Infraco relating to Depot Premises

Underletting and sharing occupation

1.1B Infraco covenants not to underlet the Depot Premises or any part of them: (a) without obtaining the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ) save that no consent shall be required for the grant of the Depot Sub-leases;

(b) without ensuring that the underlease contains an agreement authorised by an Order of a court of competent jurisdiction excluding in relation to the tenancy to be created by such underlease the provisions of sections 24 to 28 inclusive of the Landlord and Tenant Act 1954;

(c) for any purpose except in connection with the exercise of its rights and/or the performance of Infraco's obligations under the PPP Contract or any Transaction Document or for any purpose permitted pursuant to clause 29.1 ( Infraco Commercial Exploitation ) of the PPP Contract;

(d) for a term extending beyond the Expiry Date ( but in any event the term of the Underlease shall be terminable at the same time and to the same extent as this Lease and in the event of a Mandatory Sale ) provided: (i) that Infraco may on giving not less than 14 days' prior written notice to LUL of the identity of the company and ( if less than the whole ) of the part of the Depot Premises affected share occupation of the Depot Premises or the relevant part with a company within the same group of companies ( within the meaning of section 42 of the Landlord and Tenant Act 1954 ) as Infraco:
(a) for so long only as such company remains within such group;

(b) on terms whereby such company is not given exclusive occupation of the Depot Premises or any part of them and no relationship of landlord and tenant is created; and

(c) provided that any rent or other payment received by LUL from any such company shall be deemed to have been paid by such company as agent for Infraco;
(ii) that where the Northern Line Train Service Contracts so require ( and subject to compliance with the conditions contained in this Lease and the Northern Line Train Service Contracts ( as to exclusion from the provisions of the Landlord & Tenant Act 1954 and otherwise ) ) Infraco shall be permitted to underlet the Depot Premises by way of the grant of a Northern Line Property Interest ( as defined in paragraph 8.5 of Schedule 1.5 to the PPP Contract ).

1.2 Infraco may permit occupation of any part of the Depot Premises by another Infraco for the purposes of performing its obligations under any agreement to which Infraco is a party and entered into on or before the Transfer Date or otherwise with LUL's consent.

1.3 Infraco may share occupation of any part of the Depot Premises: (i) with any PFI Contractor or its sub-contractors where such occupation arises in connection with the discharge by Infraco of any of its PFI Obligations set out in Schedule 1.3 or is otherwise contemplated by any of the PFI Contracts; or

(ii) ( provided that this is on terms whereby no relationship of landlord and tenant is created ) with its contractors or third parties where such occupation is required to facilitate the provision of services by Infraco in accordance with the PPP Contract and/or any Transaction Document and/or any Ancillary Agreement.

Alterations to Depot Premises

2.1 Infraco covenants not to make any structural alterations or structural additions in or to nor to carry out any demolition, reconstruction or other material works of a structural nature ( the Works ) to the Depot Premises ( or any part thereof ) without first submitting to LUL detailed plans and specifications of the proposed Works and such other information as LUL may reasonably require in relation to the proposed Works.

2.2 Infraco shall not carry out the Works without obtaining the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ) which consent shall be on such terms and subject to such conditions as LUL may reasonably require save that LUL's consent shall not be required where such Works are permitted or required under the Northern Line Train Service Contracts and/or Northern Line Property Interest.

2.3 Infraco further covenants to carry out and complete the Works in accordance with the terms of all consents with materials of suitable quality in a proper and workmanlike manner and to the reasonable satisfaction of LUL.

2.4 Infraco shall not be entitled to any compensation as a result of or in respect of the carrying out of the Works.

2.5 Where Infraco carries out any Works for a purpose other than for or to facilitate the performance of its obligations under the PPP Contract and/or the provision of services under any Ancillary Agreement Infraco shall if required by LUL on expiry or sooner determination of this Lease remove any such Works and reinstate the Depot Premises to the reasonable satisfaction of LUL ( provided that this provision shall not permit Infraco to carry out any Works in breach of the terms of clause 29.1 ( Infraco Commercial Exploitation ) of the PPP Contract ).

Part II

Additional provisions applicable to the Neasden Service Control Centre and the Adjoining Depot
The following rights are granted in favour of the Neasden Service Control Centre and the following exceptions and reservations are excepted and reserved in favour of the Adjoining Depot ( as defined below ) in addition to those set out in Parts I and II of the First Schedule:

The ambit of rights granted to Infraco

1.1 (a) The rights set out in paragraph 1.2 are granted to Infraco: (i) for the benefit of that part of the Leased Areas being the Neasden Service Control Centre at Neasden, shown coloured pink on Drawing Number JO22 ( Reference No B092/04 ), which drawing forms part of the Jubilee Line Volume of Property Schedules and Plans;

(ii) over that part of the remainder of LUL's Premises being the adjacent depot premises at Neasden shown coloured orange on drawing number MDO4 which drawing forms part of the "SSL Depot" Volume of Property Schedules and Plans ( the Adjoining Depot );

( iii ) for the Lease Term;

(iv) in so far as LUL is able to grant the same; and

(v) subject to such conditions as LUL may properly impose regarding safety or security at the Adjoining Depot.
(b) These rights shall be exercised in common with LUL and any other person from time to time authorised by LUL or otherwise entitled to rights in relation to the subject matter of the grant provided that in the exercise of the rights as little hindrance obstruction interference and disturbance as is reasonably possible shall be caused to the use of the Adjoining Depot, traffic, the convenience of the public, the access to or use or occupation of public or private roads or footpaths, and properties neighbouring the Neasden Service Control Centre.

Rights granted to Infraco

1.2 The following rights are granted to Infraco: (a) Passage of services: the right to the free passage and running of water surface water sewage drainage soil gas electricity telecommunications and other services or supplies to and from the Neasden Service Control Centre in and through any existing Conducting Media which are not public Conducting Media and to the extent that they serve the Neasden Service Control Centre;

(b) Rights of way: the right to pass with or without vehicles or on foot only ( as the case may require ) to and from the Neasden Service Control Centre for all purposes in connection with the lawful use of the Neasden Service Control Centre over such of the roadways or footpaths which now provide and are reasonably necessary for the purposes of that lawful use or access to the Neasden Service Control Centre or over such alternative route or routes as LUL may reasonably prescribe and notify to Infraco; and

(c) Emergency rights: the right of exit from the Neasden Service Control Centre over such route over the Adjoining Depot as LUL shall from time to time specify or as may be specified by a competent authority in case of emergency.

Rights reserved to LUL

1.2 The following right is reserved and excepted to LUL:

Passage of services: the right to the free passage and running of water surface water sewage drainage soil gas electricity telecommunications and other services or supplies to and from the Adjoining Depot in and through any existing Conducting Media in or under the Neasden Service Control Centre which are not public Conducting Media and to the extent that they serve the Adjoining Depot.

THE FOURTH SCHEDULE - Provisos agreements and declarations

Termination

1 Either LUL or Infraco shall be entitled to determine this Lease in whole or in part in accordance with the provisions of the PPP Contract and Infraco shall have no right to any continuation or extension of this Lease.

No compensation

2 Except as expressly provided in the PPP Contract Infraco shall not have any entitlement to compensation ( whether in respect of improvements or otherwise ) on Termination of the Lease Term.

Non-acquisition of easements

3 Infraco shall not by implication of law or otherwise be entitled to any estate or any right privilege or easement ( except as expressly granted by this Lease ) nor shall Infraco by virtue or in respect of the Leased Areas or this Lease be deemed to have acquired or to be entitled nor shall it during the Lease Term acquire or become entitled by length of enjoyment prescription or any other means to any such estate right privilege or easement.

Consent to Underlease

4 LUL consents to the grant of the Underlease in accordance with the PPP Contract.

Separate demises

5 The demise of the Premises pursuant to clause 2 shall operate as a separate and severable demise of each Relevant Parcel and of the remainder of the Premises the extent of each such demise comprising and being co-extensive with LUL's interest in each Relevant Parcel and the remainder of the Premises respectively.

[ Note: omit paragraph 5 in the case of an Ancillary Lease]

THE FIFTH SCHEDULE - Use of LUL's Other Premises

DEFINITIONS

1.1 In this Fifth Schedule the following expressions shall have the following meanings:

Alien Allocated Space means the rooms or space within LUL's Other Premises more particularly described in the Space Allocation Table as used by Infraco and the expression includes any part or parts thereof;

Designated Use means in relation to each room or space comprised in the Alien Allocated Space, the use specified for that room or space in the "Description/Use" column of the Space Allocation Table or such other use as may be approved by LUL in accordance with Space Allocation Process from time to time;

LUL's Other Premises means those parts of LUL's Premises not comprising the Premises including any which are let, or to be let, to another Infraco pursuant to another PPP Contract but excluding any which are included in the Depot Premises of another Infraco and the expression includes any part or parts thereof;

Regulations means any reasonable and proper regulations including any Site Specific Conditions and any variations or additions thereto from time to time notified in writing to Infraco and made by or on behalf of LUL for the proper management, care or security of the relevant part of LUL's Other Premises and having proper regard to safety, and to the need to provide an acceptable working environment for persons resorting thereto;

Site Specific Conditions means reasonable and proper conditions of use and occupation which are specific to particular rooms or space within the Alien Allocated Space as reasonably imposed on Infraco pursuant to paragraph 7 for the proper management, care or security of the relevant part of LUL's Other Premises and having proper regard to safety, and to the need to provide an acceptable working environment for persons resorting thereto;

Space Allocation Table means the table recording the allocation of space within LUL's Other Premises to Infraco as agreed and initialled by LUL and Infraco at the date hereof and from time to time amended in accordance with paragraph 6.

UNDERTAKINGS

2 Infraco undertakes with LUL in the manner set out in the Appendix 1.

PROVISOS

3 It is agreed and declared in the manner set out in the Appendix 2.

DETERMINATION

4.1 (a) LUL may determine Infraco's right to use all or a part of the Alien Allocated Space ( as appropriate ) in the following circumstances: (i) on fourteen (14) days written notice given by LUL containing or accompanied by a certificate from the Contract Manager appointed by LUL certifying that he considers ( acting reasonably ) that Infraco ( or its authorised contractor ) has permanently ceased to use the Alien Allocated Space ( or the relevant part ) for the purposes of its performance of its obligations under the PPP Contract and/or any Transaction Document if during that period of fourteen (14) days Infraco has failed to demonstrate to LUL's reasonable satisfaction that it has not permanently ceased to use the Alien Allocated Space ( or the relevant part );

(ii) expiry of notice in writing given by LUL in accordance with the Space Allocation Process following a decision of LUL as to use of the Alien Allocated Space ( or the relevant part ) pursuant to the Space Allocation Process;

( iii ) on seven (7) days written notice given by LUL at any time following any material breach by Infraco of its undertakings contained in Appendix 1 if during that period Infraco has not remedied the breach or agreed a programme for rectification of the breach with LUL. 4.1(b) Infraco may terminate its use of Alien Allocated Space or a part thereof upon giving fourteen (14) days prior written notice to LUL.

4.2 Following any determination pursuant to paragraph 4.1 in relation to a part only of the Alien Allocated Space, the provisions of this Fifth Schedule shall continue in force in relation to the remainder of the Alien Allocated Space.

4.3 Any determination pursuant to paragraph 4.1 shall be without prejudice to either party's rights in respect of any antecedent breach of the obligations on the part of the other party.

PPP CONTRACT

5 The obligations upon Infraco set out in this Fifth Schedule are in addition to and in no way vary or reduce the obligations owed by either party to the other under the terms of the PPP Contract or any other Transaction Document and to the extent that there is a conflict between any provision of this Fifth Schedule and the provisions of the PPP Contract or any other Transaction Document, the latter shall prevail.

OCCUPANCY SURVEY

6.1 It is recognised that there may be instances of Infraco occupation at Stations and premises comprised in LUL's Other Premises which are not recorded in the Space Allocation Table. To facilitate the identification of such occupation, the parties agree to co-operate in carrying out, in phases, an occupancy survey of other Stations and other premises let, or to be let, to another Infraco in order that any such occupation by Infraco can be recorded.

6.2 LUL agrees that once each phase of the occupancy survey referred to in paragraph 6.1 has been completed, the occupation by Infraco has been verified and agreed between the parties and a revised Space Allocation Table has been produced, the parties shall each initial the revised Space Allocation Table.

6.3 Pending completion of such occupancy survey and the amended Space Allocation Table, the parties may agree that instances of Infraco occupation of LUL's Other Premises which are not yet recorded in the Space Allocation Table shall be deemed to be subject to the terms and conditions set out in this Fifth Schedule.

6.4 At the end of each Contract Year each party shall initial a then current version of the Space Allocation Table which shall: (i) include details of any additional space within LUL's Other Premises which LUL and the Infraco as a consequence of the Space Allocation Process agree is to be or has been allocated to the Infraco in order to enable the Infraco to perform its obligations under the PPP Contract and/or any Transaction Document; but

(ii) excluding any space that has been the subject of a notice served pursuant to paragraph 4 of this Fifth Schedule.

SITE SPECIFIC CONDITIONS

7.1 The parties acknowledge that it may be necessary from time to time for LUL to impose certain Site Specific Conditions.

7.2 Where LUL acting reasonably considers it necessary to impose such Site Specific Conditions it will do so by notice in writing to Infraco in the form set out in Appendix 3.

APPENDIX 1 - Infraco's undertakings

Condition of property

1 To keep the Alien Allocated Space clean and tidy and clear of rubbish and leave it in a clean and tidy condition.

Alterations

2 Not to make any alterations or carry out any works to or at the Alien Allocated Space other than in accordance with the PPP Contract.

Signs and notices

3 Not to display any signs or notices at the Alien Allocated Space without the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ).

Nuisance and use

4.1 Not to use the Allocated Space in such a way as to cause any nuisance or damage to the Underlet Premises or adjoining or neighbouring property or to the owners, occupiers or users of any adjoining or neighbouring property.

4.2 Without prejudice to the generality of the foregoing, not to use the Allocated Space other than for the Designated Use for the purposes of the performance of its obligations pursuant to the PPP Contract and/or any Transaction Document.

4.3 Not to store any dangerous, combustible or hazardous substances or materials ( other than those with the consent in writing of LUL ( such consent not to be unreasonably withheld or delayed ) ) and to comply with the reasonable and proper requirements of LUL in relation to such storage.

Statutory requirements and insurance

5 Not to do anything that will or might constitute a breach of any statutory requirement affecting the relevant LUL's Other Premises.

Indemnity

6 To indemnify LUL, and keep LUL indemnified, in accordance with and to the extent provided in clause 24 ( Indemnity ) of the PPP Contract against Losses arising in any way from any breach of any of Infraco's undertakings contained in this Fifth Schedule.

Rules and regulations

7 To observe the Regulations governing Infraco's use of the Alien Allocated Space.

LUL's rights

8 Without prejudice to the foregoing provisions of this Fifth Schedule, in the exercise of such rights not in any way to impede LUL or its officers servants or agents in the exercise of LUL's rights of possession and control of LUL's Other Premises or any part thereof.

APPENDIX 2 - Provisos agreements and declarations

Notices

1.1 Any notices or other documents to be given under this Fifth Schedule shall be in writing in the English language and shall be deemed to have been duly given if delivered by hand or by registered post or by facsimile to a party at the address set out below for such party or such other address as that party may from time to time designate by written notice to the other.

1.1.1 LUL's address for service is: 9th Floor Albany House
Petty France
London SWIH 0BD Attention: LUL PPP Contract Manager ( JNP Contract )

1.1.2 Infraco's address for service is: 30 The South Colonnade
London E14 5EU Attention: Head of Prime Contract Management

1.2 Any such notices or other documents shall be deemed to have been received by the addressee two Business Days following the date of despatch of the notice or other document if sent by registered post, or on the next Business Day after delivery if sent by hand or by facsimile.

Warranty disclaimer

2 Infraco acknowledges that no representation or warranty has been given prior to the date hereof or is given or implied by this Fifth Schedule that the use now or hereafter proposed by Infraco for the Alien Allocated Space is or will be or will remain a use which does not constitute a breach of the Town and Country Planning Act 1990 ( or any Act for time being in force of a similar nature or any laws and regulations intended to control or regulate the construction demolition alteration or change of use of land or buildings or to preserve or protect the environment or national heritage ) or will not require planning permission and that no consent which LUL may give to any change of use shall be taken as including any such representation or warranty.

APPENDIX 3

[date]

Infraco JNP Limited
[address]

For the attention of the Head of Prime Contract Management

LEASE: SITE SPECIFIC CONDITIONS IN RELATION TO ALIEN ALLOCATED SPACE AT [STATION/SITE NAME]

In accordance with paragraph 7.2 of the Fifth Schedule of the Lease dated _____ _____ _____ and entered into between London Underground Limited and Infraco [JNP] Limited you are hereby notified of the imposition of the Site Specific Conditions of use and occupation specified in Part 2 of the Schedule to this notice in relation to the rooms comprising the Alien Allocated Space set out in Part 1 of the said Schedule.

Yours faithfully,

[Signatory's name]
LUL PPP Contract Manager
on behalf of London Underground Limited

SCHEDULE

PART 1

Alien Allocated Space

Room number	Description/use	Comments

PART 2

Site Specific Conditions

EXECUTED as a DEED )
under the COMMON SEAL of )
LONDON UNDERGROUND )
LIMITED in the presence of: )
Director

Secretary
EXECUTED as a DEED )
by INFRACO JNP LIMITED acting by )
two directors/a director and the secretary ) Director

Secretary

UNDERLEASE

THIS UNDERLEASE made on _____ _____ _____ 200_

Between

INFRACO JNP LIMITED ( company registration number 03923425 ) whose registered office is at 55 Broadway London SW1H 0BD ( Infraco ) and

LONDON UNDERGROUND LIMITED ( company registration number 01900907 ) whose registered office is at 55 Broadway London SW1H 0BD ( LUL )

Witnesses as follows:

Interpretation

1.1 To the extent applicable, the provisions of this Underlease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Underlease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Underlease are being construed and thus: (a) in so far as there may be any inconsistency between any term of this Underlease and any term of the PPP Contract then the term in this Underlease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Underlease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Underlease and a more specific/detailed provision in the other document then the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied modified or substituted from time to time.

1.4 In this Underlease the expression Infraco includes the estate owner for the time being of the reversion expectant on the termination of the Underlease Term and the expression LUL includes LUL's successors in title and assigns.

Demise and rents

2 In consideration of the rent hereby reserved and the covenants on the part of LUL and the conditions hereinafter contained Infraco demises to LUL ( by way of a separate demise of each Relevant Parcel and of the remainder of the Underlet Premises respectively ) [ Note: omit words in parenthesis in the case of an Underlease derived out of an Ancillary Lease ] the Underlet Premises together with so far as Infraco is able to grant them the rights set out in Part II of the First Schedule excepting and reserving to Infraco and to all other persons from time to time entitled to them the rights set out in Part III of the First Schedule to hold them to LUL subject to the rights of any party pursuant to a Third Party Document and subject to the PFI Contracts and all Title Matters for the Underlease Term yielding and paying to Infraco the annual rent of one pound.

LUL's covenants

3 LUL covenants with Infraco as set out in the Second Schedule.

Infraco's covenants

4 Infraco covenants with LUL as set out in the Third Schedule.

Provisos

5 It is agreed and declared as set out in the Fourth Schedule.

GLA Act certification

6 The parties hereby certify that this Underlease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Underlease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Value Added Tax

8 The provisions of clauses 53.3, 53.4, 53.6 and 53.7 of the PPP Contract shall apply in respect of this Underlease as if repeated herein provided that references to "the Contract" shall be replaced with references to "this Underlease" and the words in brackets in the first sentence of clause 53.3 shall not so apply.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE

Part I - The Underlet Premises
The same premises as demised by the Lease ( out of which this Underlease is derived ) dated the same date as this Underlease and made between LUL (1) and Infraco (2) but excluding all Depot Premises other than any Depot PFI Unit.

PART II - Rights granted

1 The rights ( subject to the rights excepted and reserved in Part III of this Schedule ) in common with Infraco and all others now or hereafter entitled to them granted in Part I of the First Schedule to the Lease ( but excluding (i) the rights of access to LUL's Premises in paragraph 1(i) and paragraph 5 of Part I of the First Schedule to the Lease; and (ii) the benefit of the easements rights or privileges in paragraph 3 of Part I of the First Schedule to the Lease ) and Part II of the Third Schedule to the Lease.

2 All rights granted by any lease of a Depot PFI Unit.

3 The right to enter the Depot Premises for the purpose of the operation of the Underground Network, or of exercising any rights ( including without limitation any LUL Specified Right ) under, or complying with any obligation on the part of LUL contained in, the PPP Contract or any Transaction Document, or for making use of the Services or for using and/or occupying ( as appropriate ) any Staff Accommodation and Train Staff Facilities and Train Service Facilities located on the Depot Premises and identified in the attached Appendix A to this Schedule and in exercising such right LUL will comply with the provisions of the PPP Contract relating to the same ( if any ).

Part III - Rights excepted and reserved
The following rights ( subject always in each case to the use by LUL of the Underlet Premises in accordance with paragraph 3 of the Second Schedule to this Underlease and to the exercise by LUL of the rights granted by the Underlease ):

Access

1 The right in accordance with the terms of the PPP Contract and/or the Transaction Documents to enter any part of the Underlet Premises consisting of Relevant Let Property and to exercise the rights granted to the tenant under the Lease in each case for the purposes of the exercise of its rights and/or the performance of its obligations under the PPP Contract or any Transaction Document subject to the rights of any occupier of the Relevant Let Property and in the case of any Relevant Let Property which is unoccupied subject to the terms which would apply were it occupied on the basis of the Standard Letting Documents; and

2 The right in accordance with the terms of the Transaction Documents to enter the Underlet Premises not consisting of Relevant Let Property and to exercise the rights granted to the tenant under the Lease in each case for the purposes of the exercise of its rights and/or the performance of its obligations under the PPP Contract or any Transaction Document and to permit other Infracos to enter the Underlet Premises and to exercise the rights granted to the tenant under the Lease in accordance with the provisions of the Inter-Infraco Assets and Facilities Agreement.

Provided that Infraco in exercising such rights shall do so with all due diligence causing as little damage and inconvenience as reasonably possible and so far as reasonably practicable Infraco should not interfere with Relevant Let Property and shall make good to the reasonable satisfaction of LUL and ( as the case may require ) consistent with the leases or licences to the satisfaction of any tenant and occupiers of the Underlet Premises thereby affected, all damage or disturbance thereby caused to the Underlet Premises or any part thereof.

Allocated Space

3 The right to occupy and use the Allocated Space ( as defined in the Fifth Schedule ) within the Underlet Premises for the purposes of performance of its obligations under the PPP Contract or any Transaction Document subject to the terms and conditions set out in the Fifth Schedule.

Other rights

4 Rights in relation to the Underlet Premises in the same terms ( mutatis mutandis ) as are granted in paragraphs 2 and 4 of Part I of the First Schedule to the Lease in relation to certain parts of LUL's Premises.

Rights for the benefit of Depot Premises

5 The rights ( if any ) in common with LUL and all others now or hereafter entitled to them granted in Part II of the Third Schedule to the Lease.

APPENDIX A - Staff Accommodation, Train Staff Facilities and Train Service Facilities at Depot Premises

Depot Premises	Description of area	Occupied by whom
Stratford Market ( Jubilee Line )	LUL use up to 25 car parking spaces within the depot and have the use of a messroom.	Jubilee Line train crew.
Golders Green ( Northern Line )	No LUL occupation.
Morden ( Northern Line )	No LUL occupation.
Cockfosters ( Piccadilly Line )	LUL use up to 30 car parking spaces within the depot and occasionally use canteen and toilet facilities.	Piccadilly Line train crew.
Northfields ( Piccadilly Line )	(a) LUL use up to 20 car parking spaces within the depot. (b) LUL also have the use of mess rooms, vending machines, toilets and a training room. (c) Instructor operators make use of rolling stock for training LUL trainee operators within the depot.	Piccadilly Line train crew.
Lillie Bridge	No LUL occupation.

THE SECOND SCHEDULE - LUL's covenants

Pay rent

1 To pay to Infraco the annual rent of one pound ( if demanded ) on each anniversary of the date of this Underlease.

Alienation

2 Except as permitted by the PPP Contract not to assign ( at law or in equity ) this Underlease or the Underlet Premises as a whole or in part nor make any declaration of trust of them.

User

3 Not to use or permit the Underlet Premises to be used otherwise than for the purposes of: (a) carrying on its undertaking in exercise of and subject to its statutory and common law powers and obligations; or

(b) exercising any rights under the PPP Contract or any other Transaction Document ( including without limitation in connection with any LUL Commercial Exploitation and any works and activities in relation thereto ); or

(c) making use of the Services and complying with any obligations on the part of LUL contained in the PPP Contract or any other Transaction Document.

THE THIRD SCHEDULE - Infraco's covenants

Lease

1 To pay the rent reserved by the Lease and by way of indemnity only to observe and perform the covenants and conditions on the part of the tenant therein contained save to the extent that they are to be observed or performed by LUL under this Underlease.

THE FOURTH SCHEDULE -Provisos agreements and declarations

Termination

1.1 Infraco shall be entitled to determine this Underlease in whole or in part in accordance with the provisions of the PPP Contract ( but not otherwise ) and LUL shall have no right to any continuation or extension of this Underlease except as expressly contemplated by the PPP Contract.

1.2 LUL shall be entitled to determine this Underlease in whole or in part at the same time and to the same extent as it is entitled to determine the Lease.

No compensation

2 Except as expressly provided in the PPP Contract LUL shall not have any entitlement to compensation ( whether in respect of improvements or otherwise ) on Termination of the Underlease Term.

Separate demise

3 The demise of the Underlet Premises pursuant to clause 2 of this Underlease shall operate as a separate and severable demise of each Relevant Parcel and of the remainder of the Underlet Premises the extent of each such demise comprising and being co-extensive with Infraco's interest in each Relevant Parcel and the remainder of the Underlet Premises respectively.

[ Note: omit paragraph 3 in the case of an Underlease derived out of an Ancillary Lease]

THE FIFTH SCHEDULE - Rights relating to Allocated Space

1 In this Fifth Schedule the following expressions have the following meanings:

Allocated Space means the rooms or space within the Underlet Premises more particularly described in the Space Allocation Table as used by Infraco and the expression includes any part or parts thereof;

Designated Use means, in relation to each room or space comprised in the Allocated Space, the use specified for that room or space in the "Description/Use" column of the Space Allocation Table or such other use as may be approved by LUL in accordance with the Space Allocation Process from time to time;

Regulations means any reasonable and proper regulations including any Site Specific Conditions and any variations or additions thereto from time to time notified in writing to Infraco and made by or on behalf of LUL for the proper management, care or security of the Underlet Premises and having a proper regard to safety, and to the need to provide an acceptable working environment for persons resorting thereto;

Site Specific Conditions means reasonable and proper conditions of use and occupation which are specific to particular rooms or space within the Allocated Space as imposed on Infraco pursuant to paragraph 7 for the proper management, care or security of the Underlet Premises and having a proper regard to safety, and to the need to provide an acceptable working environment for persons resorting thereto;

Space Allocation Table means the table recording the allocation of space between LUL and Infraco as agreed and initialled by them at the date hereof and from time to time amended in accordance with paragraph 6.

Undertakings

2 Infraco undertakes with LUL in the manner set out in the Appendix 1.

Provisos

3 It is agreed and declared in the manner set out in the Appendix 2.

Determination

4.1 (a) LUL may determine Infraco's right to use all or a part of the Allocated Space ( as appropriate ) in the following circumstances: (i) on fourteen (14) days written notice given by LUL containing or accompanied by a certificate from the Contract Manager appointed by LUL certifying that he considers ( acting reasonably ) that Infraco ( or its authorised contractor ) has permanently ceased to use the Allocated Space ( or the relevant part ) for the purposes of the performance of its obligations under the PPP Contract and/or any Transaction Document, if during that period of fourteen (14) days Infraco has failed to demonstrate to LUL's reasonable satisfaction that it has not permanently ceased to use the Allocated Space ( or the relevant part );

(ii) expiry of notice in writing given by LUL in accordance with the Space Allocation Process following a decision of LUL as to use of the Allocated Space ( or the relevant part ) pursuant to the Space Allocation Process;

( iii ) on seven (7) days written notice given by LUL at any time following any material breach by Infraco of its undertakings contained in Appendix 1 if during that period Infraco has not remedied the breach or agreed a programme for rectification of the breach with LUL. 4.1(b) Infraco may terminate its use of Allocated Space or a part thereof upon giving fourteen (14) days prior written notice to LUL.

4.2 Following any determination pursuant to paragraph 4.1 in relation to a part only of the Allocated Space, the provisions of this Fifth Schedule shall continue in force in relation to the remainder of the Allocated Space.

4.3 Any determination pursuant to paragraph 4.1 shall be without prejudice to either party's rights in respect of any antecedent breach of the obligations on the part of the other party.

PPP Contract

Occupancy survey

6.1 It is recognised that there may be instances of Infraco occupation at Stations and premises comprised in the Underlet Premises which are not recorded in the Space Allocation Table. To facilitate the identification of such occupation, the parties agree to co-operate in carrying out, in phases, an occupancy survey of other Stations and other premises comprised in the Underlet Premises in order that any such occupation by Infraco can be recorded.

6.3.1 Pending completion of the occupancy survey and the amended Space Allocation Table, the parties may agree that instances of Infraco occupation of the Underlet Premises which are not yet recorded in the Space Allocation Table shall be deemed to be subject to the terms and conditions set out in this Fifth Schedule.

6.3.2 At the end of each Contract Year each party shall initial a then current version of the Space Allocation Table which shall: (i) include details of any additional space within the Underlet Premises which LUL and the Infraco as a consequence of the Space Allocation Process agree is to be or has been allocated to the Infraco in order to enable the Infraco to perform its obligations under the PPP Contract and/or any Transaction Document; but

(ii) excluding any space that has been the subject of a notice served pursuant to paragraph 4 of this Fifth Schedule.

Site Specific Conditions

7.1 The parties acknowledge that it may be necessary from time to time for LUL to impose certain Site Specific Conditions.

7.2 Where LUL acting reasonably considers it necessary to impose such Site Specific Conditions it will do so by notice in writing to Infraco in the form set out in Appendix 3.

APPENDIX 1 - Infraco's undertakings

Condition of property

1 To keep the Allocated Space clean and tidy and clear of rubbish and leave it in a clean and tidy condition.

Alterations

2 Not to make any alterations or carry out any works to or at the Allocated Space other than in accordance with the PPP Contract.

Signs and notices

3 Not to display any signs or notices at the Allocated Space without the prior written consent of LUL ( such consent not to be unreasonably withheld or delayed ).

Nuisance and use

Statutory requirements and insurance

5 Not to do anything that will or might constitute a breach of any statutory requirement affecting the Underlet Premises.

Indemnity

6 To indemnify LUL, and keep LUL indemnified, in accordance with and to the extent provided in clause 24 ( Indemnity ) of the PPP Contract, against Losses arising in any way from any breach of any of Infraco's undertakings contained in this Fifth Schedule.

Rules and regulations

7 To observe the Regulations governing Infraco's use of the Allocated Space.

LUL's rights

APPENDIX 2 - Provisos agreements and declarations

Notices

1.1 Any notices or other documents to be given under this Fifth Schedule shall be in writing in the English language and shall be deemed to have been duly given if delivered by hand or by registered post or by facsimile to a Party at the address set out below for such Party or such other address as that Party may from time to time designate by written notice to the other.

1.1.1 LUL's address for service is:9^th Floor Albany House, Petty France

London

SW1H 0BD

Attention: LUL PPP Contract Manager ( JNP Contract )

JNP's address for service is:

30 The South Colonnade

London

E14 5EU

Attention: Head of Prime Contract Management

Warranty disclaimer

2 Infraco acknowledges that no representation or warranty has been given prior to the date hereof or is given or implied by this Fifth Schedule that the use now or hereafter proposed by Infraco for the Allocated Space is or will be or will remain a use which does not constitute a breach of the Town and Country Planning Act 1990 ( or any act for time being in force of a similar nature or any laws and regulations intended to control or regulate the construction demolition alteration or change of use of land or buildings or to preserve or protect the environment or national heritage ) or will not require planning permission and that no consent which LUL may give to any change of use shall be taken as including any such representation or warranty.

APPENDIX 3

[date]

Infraco JNP Limited
[address]

For the attention of the Head of Prime Contract Management

UNDERLEASE: SITE SPECIFIC CONDITIONS IN RELATION TO ALLOCATED SPACE AT [STATION/SITE NAME]

In accordance with paragraph 7.2 of the Fifth Schedule of the Underlease dated _____ _____ _____ and entered into between London Underground Limited and JNP Limited you are hereby notified of the imposition of the Site Specific Conditions of use and occupation specified in Part 2 of the Schedule to this notice in relation to the rooms comprising the Allocated Space set out in Part 1 of the said Schedule.

Yours faithfully

[Signatory's name]
LUL PPP Contract Manager
on behalf of London Underground Limited

SCHEDULE

PART 1

Allocated Space

Room number	Description/use	Comments

PART 2

Site Specific Conditions

EXECUTED as a DEED )
by INFRACO JNP LIMITED )
acting by two directors/ )
a director and the secretary )

EXECUTED as a DEED )
under the COMMON SEAL of LONDON )
UNDERGROUND LIMITED )
in the presence of: ) Director

Secretary

ANCILLARY LEASE

THIS ANCILLARY LEASE is made on _____ _____ _____ 200_

Between

LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway London SW1H 0BD ( company registration number 01900907 ) ( LUL )

INFRACO JNP LIMITED whose registered office is at 55 Broadway London SW1 0BD ( company registration number 03923425 ) ( Infraco )

Whereas

A. This Ancillary Lease is ancillary to the lease ( the Principal Lease ) dated _____ _____ _____ made between LUL and Infraco granted pursuant to the agreement made between them ( the PPP Contract ) relating to part of the Underground Network.

B. It has been agreed that LUL will grant to Infraco an ancillary lease of the property short particulars of which are set out in the First Schedule ( the Ancillary Lease Premises ).

Now this deed witnesses as follows:

Interpretation

1.1 To the extent applicable, the provisions of this Ancillary Lease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Ancillary Lease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA or in the Ancillary Lease.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Ancillary Lease are being construed and thus: (a) in so far as there may be any inconsistency between any term of this Ancillary Lease and any term of the PPP Contract then the term in this Ancillary Lease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Ancillary Lease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Ancillary Lease and a more specific/detailed provision in the other document then the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied modified or substituted from time to time.

1.4 In this Ancillary Lease the expression Infraco includes Infraco's permitted successors in title ( if any ) and the expression LUL includes the estate owner for the time being of the reversion immediately expectant on the Termination of the term granted by this Ancillary Lease ( Ancillary Lease Term ).

Demise

2 LUL hereby demises to Infraco the Ancillary Lease Premises, together with but excepting and reserving the rights mentioned in the Principal Lease and so far as LUL can grant the same those granted to the tenant under the Superior Lease to hold them from the Start Date for the unexpired residue of the term ( less one day ) granted by the superior lease details of which are set out in the Second Schedule ( the Superior Lease ) subject to the covenants conditions and ( so far as subsisting ) any other matters contained or referred to in the Principal Lease.

Terms

3.1 LUL and Infraco hereby agree that, except as to the premises the term of years granted and any additional covenants and provisions set out in this Ancillary Lease the covenants conditions and other provisions contained in the Principal Lease shall apply to the Ancillary Lease Premises as if they had been repeated in this Ancillary Lease in full with such modifications only as are necessary to make them applicable to this letting ( including but not limited to the changes set out in the Third Schedule hereto ).

3.2 The remedies applied to the Principal Lease by the PPP Contract shall extend to the Ancillary Lease Premises and to breaches of any of the covenants and conditions contained in this Ancillary Lease.

3.3 If the Principal Lease or the Superior Lease is determined as to the whole or any part of the premises thereby demised at any time and by any means then the term of years created by this Ancillary Lease shall immediately and automatically determine: (i) as to the whole of the Ancillary Lease Premises where the Principal Lease is determined as a whole; and

(ii) as to the whole or pro tanto where the whole or any part of the Superior Lease is determined ( but without prejudice to the rights and remedies of the parties in respect of any prior breach of covenant or condition contained in this Ancillary Lease ).

Infraco's covenant

4 Infraco covenants with LUL to observe and perform the covenants on the tenant's part contained in the Principal Lease as if they were set out in this Ancillary Lease in full but modified when and to the extent necessary to make them apply to the Ancillary Lease Premises.

LUL's covenant

5 LUL covenants with Infraco to observe and perform the covenants on the landlord's part contained in the Principal Lease as if they were set out in this Ancillary Lease in full but modified when and to the extent necessary to make them apply to the Ancillary Lease Premises.

GLA Act certification

6 The parties hereby certify that this Ancillary Lease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Ancillary Lease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE - The Ancillary Lease Premises

THE SECOND SCHEDULE - Superior Lease [Insert details]

THE THIRD SCHEDULE - Variations to the Principal Lease for the purposes of the Ancillary Lease

The following expressions in the Principal Lease shall be read and construed in this Ancillary Lease as follows: (a) this Lease shall be read as a reference to this Ancillary Lease;

(b) Lease Term shall be read as references to the Ancillary Lease Term;

(c) Leased Areas shall be read as references to the Ancillary Lease Premises;

(d) Underlease shall be read as references to the Ancillary Underlease; and

(e) Underlet Premises shall be read as references to the Ancillary Underlease Premises.

EXECUTED as a DEED )
under the COMMON SEAL of )
LONDON UNDERGROUND )
LIMITED in the presence of: ) Director

Secretary

EXECUTED as a DEED )
by INFRACO JNP LIMITED )
acting by two directors/ )
a director and the secretary ) Director

Secretary

ANCILLARY UNDERLEASE

THIS ANCILLARY UNDERLEASE is made on _____ _____ _____ 200_

Between

INFRACO JNP LIMITED whose registered office is at 55 Broadway London SW1 0BD ( company registration number 03923425 ) ( Infraco )

LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway London SW1H 0BD ( company registration number 01900907 ) ( LUL )

Whereas

A. This Ancillary Underlease is ancillary to the underlease ( the Principal Underlease ) dated _____ _____ _____ made between Infraco and LUL granted pursuant to the agreement between them ( the PPP Contract ) relating to part of the Underground Network.

B. It has been agreed that Infraco will grant to LUL an ancillary underlease of the property short particulars of which are set out in the First Schedule ( the Ancillary Underlease Premises ).

Now this deed witnesses as follows:

Interpretation

1.1 To the extent applicable, the provisions of this Ancillary Underlease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Ancillary Underlease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Ancillary Underlease are being construed and thus: (a) in so far as there may be any inconsistency between any term of this Ancillary Underlease and any term of the PPP Contract then the term in this Ancillary Underlease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Ancillary Underlease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Ancillary Underlease and a more specific/detailed provision in the other document then the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied, modified or substituted from time to time.

1.4 In this Ancillary Underlease the expression LUL includes LUL's permitted successors in title and the expression Infraco includes the estate owner for the time being of the reversion immediately expectant on the Termination of the Ancillary Underlease Term.

Demise

2 Infraco hereby demises to LUL the Ancillary Underlease Premises, together with but excepting and reserving the rights mentioned in the Principal Underlease to hold the same from the Start Date for the unexpired residue of the term ( less two days ) granted by the Superior Lease details of which are set out in the Second Schedule subject to the covenants conditions and ( so far as subsisting ) any other matters contained or referred to in the Principal Underlease.

Terms

3.1 Infraco and LUL hereby agree that, except as to the premises the term of years granted and any additional covenants and provisions set out in this Ancillary Underlease the covenants conditions and other provisions contained in the Principal Underlease shall apply to the Ancillary Underlease Premises as if they had been repeated in this Ancillary Underlease in full with such modifications only as are necessary to make them applicable to this letting ( including but not limited to the changes set out in the Third Schedule ).

3.2 The remedies applied to the Principal Underlease by the PPP Contract shall extend to the Ancillary Underlease Premises and to breaches of any of the covenants and conditions contained in this Ancillary Underlease.

3.3 If the Principal Underlease or the Superior Lease is determined at any time and by any means then the term of years created by this Ancillary Underlease shall immediately and automatically determine ( but without prejudice to the rights and remedies of the parties in respect of any prior breach of covenant or condition contained in this Ancillary Underlease ).

LUL's covenant

5 Infraco covenants with LUL to observe and perform the covenants on the landlord's part contained in the Principal Underlease as if they were set out in this Ancillary Underlease in full but modified when and to the extent necessary to make them apply to the Ancillary Underlease Premises.

GLA Act Certification

6 The parties hereby certify that this Ancillary Underlease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Ancillary Underlease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE - The Ancillary Underlease Premises

THE SECOND SCHEDULE - Superior Lease [Insert details]

THE THIRD SCHEDULE - Variations to the Principal Underlease for the purposes of the Ancillary Underlease The following expressions in the Principal Underlease ( whether included in this Ancillary Underlease by express wording or reference ) shall be read and construed as follows: (a) Lease Term shall be read as references to the term of years granted by this Ancillary Underlease;

(b) this Underlease shall be read as a reference to this Ancillary Underlease; and

(c) Underlet Premises shall be read as references to the Ancillary Underlease Premises.

EXECUTED as a DEED )
by INFRACO JNP LIMITED )
acting by two directors/ )
a director and the secretary ) Director

Secretary

EXECUTED as a DEED )
under the COMMON SEAL of )
LONDON UNDERGROUND )
LIMITED in the presence of: ) Director

Secretary

SUPPLEMENTAL LEASE

THIS SUPPLEMENTAL LEASE is made on _____ _____ _____ 200_

Between

LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway London SW1H 0BD ( company registration number 01900907 ) ( LUL )

INFRACO JNP LIMITED whose registered office is at 55 Broadway London SW1 0BD ( company registration number 03923425 ) ( Infraco )

Whereas

A. This Supplemental Lease is supplemental to the lease ( the Principal Lease ) dated _____ _____ _____ made between LUL and Infraco granted pursuant to the agreement between them ( the PPP Contract ) relating to part of the Underground Network.

B. It has been agreed that LUL will grant to Infraco a supplemental lease of the property short particulars of which are set out in the First Schedule ( the Additional Lease Premises ).

Now this deed witnesses as follows:

Interpretation

1.1 To the extent applicable, the provisions of this Supplemental Lease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Supplemental Lease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Supplemental Lease are being construed and thus: (a) in so far as there may be an inconsistency between any term of this Supplemental Lease and any term of the PPP Contract then the term in this Supplemental Lease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Supplemental Lease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Supplemental Lease and a more specific/details provision in the other document the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied modified or substituted from time to time.

1.4 In this Supplemental Lease the expression Infraco includes the estate owner for the time being of the reversion expectant on the termination of the Supplemental Lease Term and the expression LUL includes LUL's successors in title and assigns.

Demise

2 LUL hereby demises to Infraco the Additional Lease Premises, together with but excepting and reserving the rights mentioned in the Principal Lease [and those set out in the Second Schedule] to hold the same from the date hereof for [the unexpired residue of the term granted by the Principal Lease] subject to the covenants conditions and ( so far as subsisting ) any other matters contained or referred to in the Principal Lease [and the documents referred to in the [Third] Schedule].

Terms

3.1 LUL and Infraco hereby agree that, except as to the premises the term of years granted and any additional covenants and provisions set out in this Supplemental Lease the covenants conditions and other provisions contained in the Principal Lease shall apply to the Additional Lease Premises as if they had been repeated in this Supplemental Lease in full and that the Principal Lease shall be read and construed as if the Additional Lease Premises had been included in it.

3.2 The remedies referred to in the Principal Lease or the PPP Contract shall extend to the Additional Lease Premises and to breaches of any of the covenants and conditions contained in this Supplemental Lease and in the Principal Lease ( as applied to the Additional Lease Premises by this Supplemental Lease ).

3.3 If the Principal Lease is determined at any time and by any means then the term of years created by this Supplemental Lease shall immediately and automatically determine ( but without prejudice to the rights and remedies of the parties in respect of any prior breach of covenant or condition contained in this Supplemental Lease ).

Infraco's covenant

4 Infraco covenants with LUL to observe and perform in relation to the Additional Lease Premises the covenants on the tenant's part contained in the Principal Lease so far as they apply to the Additional Lease Premises.

LUL's covenant

5 LUL covenants with Infraco to observe and perform in relation to the Additional Lease Premises the covenants ( if any ) on the landlord's part contained in the Principal Lease so far as they apply to the Additional Lease Premises.

GLA Act certification

6 The parties hereby certify that this Supplemental Lease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Supplemental Lease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE - The Additional Lease Premises [Insert details]

THE SECOND SCHEDULE - Additional rights or exceptions and reservations [Insert details]

THE THIRD SCHEDULE - Additional documents [Insert details]

EXECUTED as a DEED )
under the COMMON SEAL of )
LONDON UNDERGROUND )
LIMITED in the presence of: ) Director

Secretary

EXECUTED as a DEED )
by INFRACO JNP LIMITED )
acting by two directors )
a director and the secretary ) Director

Secretary

SUPPLEMENTAL UNDERLEASE

THIS SUPPLEMENTAL UNDERLEASE is made on _____ _____ _____ 200_

Between

INFRACO JNP LIMITED whose registered office is at 55 Broadway London SW1 0BD ( company registration number 03923425 ) ( Infraco )

LONDON UNDERGROUND LIMITED whose registered office is at 55 Broadway London SW1H 0BD ( company registration number 01900907 ) ( LUL )

Whereas

A. This Supplemental Underlease is supplemental to the underlease ( the Principal Underlease ) dated _____ _____ _____ made between Infraco and LUL granted pursuant to the agreement between them ( the PPP Contract ) relating to part of the Underground Network.

B. It has been agreed that Infraco will grant to LUL a supplemental underlease of the property short particulars of which are set out in the First Schedule ( the Additional Underlease Premises ).

Now this deed witnesses as follows:

Interpretation

1.1 To the extent applicable, the provisions of this Supplemental Underlease shall be interpreted in accordance with clause 1.2 of the Master Definitions Agreement made between LUL, Infraco, BCV and SSL ( the MDA ).

1.2 Words and expressions used in this Supplemental Underlease shall, to the extent applicable and unless defined herein or the context otherwise requires, have the meaning assigned to them in Schedule 2 of the MDA.

1.3 LUL and Infraco agree that the provisions of the PPP Contract and the obligations under it shall be of primary importance when the terms of this Supplemental Underlease are being construed and thus: (a) in so far as there may be an inconsistency between any term of this Supplemental Underlease and any term of the PPP Contract then the term in this Supplemental Underlease shall be construed so far as possible so as to give full effect to the terms of the PPP Contract and the intentions of the parties to this Supplemental Underlease as expressed in the PPP Contract but where the inconsistency shall be between a less specific/detailed provision in the PPP Contract or the Supplemental Underlease and a more specific/details provision in the other document the more specific/detailed provision shall prevail; and

(b) references to the PPP Contract shall mean as it may be varied modified or substituted from time to time.

1.4 In this Supplemental Underlease the expression Infraco includes the estate owner for the time being of the reversion expectant on the termination of the Supplemental Underlease Term and the expression LUL includes LUL's successors in title and assigns.

Demise

2 Infraco hereby demises to LUL the Additional Underlease Premises, together with but excepting and reserving the rights mentioned in the Principal Underlease [and those set out in the Second Schedule] to hold the same from the date hereof for [the unexpired residue of the term granted by the Principal Underlease] subject to the covenants conditions and ( so far as subsisting ) any other matters contained or referred to in the Principal Underlease [and the documents referred to in the [Third] Schedule].

Terms

3.1 Infraco and LUL hereby agree that, except as to the premises the term of years granted and any additional covenants and provisions set out in this Supplemental Underlease the covenants conditions and other provisions contained in the Principal Underlease shall apply to the Additional Underlease Premises as if they had been repeated in this Supplemental Underlease in full and that the Principal Underlease shall be read and construed as if the Additional Underlease Premises had been included in it.

3.2 The remedies referred to in the Principal Underlease or the PPP Contract shall extend to the Additional Underlease Premises and to breaches of any of the covenants and conditions contained in this Supplemental Underlease and in the Principal Underlease ( as applied to the Additional Underlease Premises by this Supplemental Underlease ).

3.3 If the Principal Underlease is determined at any time and by any means then the term of years created by this Supplemental Underlease shall immediately and automatically determine ( but without prejudice to the rights and remedies of the parties in respect of any prior breach of covenant or condition contained in this Supplemental Underlease ).

LUL's covenant

4 LUL covenants with Infraco to observe and perform in relation to the Additional Underlease Premises the covenants on the tenant's part contained in the Principal Underlease so far as they apply to the Additional Underlease Premises.

Infraco's covenant

5 Infraco covenants with LUL to observe and perform in relation to the Additional Underlease Premises the covenants on the landlord's part contained in the Principal Underlease so far as they apply to the Additional Underlease Premises.

GLA Act certification

6 The parties hereby certify that this Supplemental Underlease is a PPP lease for the purposes of section 218 of the GLA Act.

Contracts (Rights of Third Parties) Act 1999

7 A person who is not a party to this Supplemental Underlease shall have no right under the Contracts ( Rights of Third Parties ) Act 1999 to enforce any of its terms.

Duly delivered as a Deed on the date inserted on page 1.

THE FIRST SCHEDULE - The Additional Underlease Premises [Insert details]

THE SECOND SCHEDULE - Additional rights or exceptions and reservations [Insert details]

THE THIRD SCHEDULE - Additional documents [Insert details]

EXECUTED as a DEED )
by INFRACO JNP LIMITED )
acting by two directors )
a director and the secretary ) Director

Secretary

EXECUTED as a DEED )
under the COMMON SEAL of )
LONDON UNDERGROUND )
LIMITED in the presence of: ) Director

Secretary

PPP Contracts

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