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Forrester Research, Inc. – ‘10-K’ for 12/31/13 – ‘EX-10.28’

On:  Thursday, 3/13/14, at 4:59pm ET   ·   For:  12/31/13   ·   Accession #:  1193125-14-97919   ·   File #:  0-21433

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/14  Forrester Research, Inc.          10-K       12/31/13  112:16M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

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                Amortization of Intangible Assets, Useful Life                   
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                Revised Consolidated Statements of Income (Detail)               
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                Revised Consolidated Balance Sheet (Detail)                      
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                Revised Consolidated Statements of Cash Flows                    
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                Allocation (Detail)                                              
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                Assets Acquired and Their Respective Weighted                    
                Average Lives (Detail)                                           
41: R50         Goodwill and Other Intangible Assets - Summary of   HTML     49K 
                the Goodwill by Segment and the Changes in the                   
                Carrying Amount of Goodwill (Detail)                             
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                Information (Detail)                                             
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                Intangible Assets (Detail)                                       
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                Amortization Expense Related to Intangible Assets                
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                Marketable Investments (Detail)                                  
25: R55         Marketable Investments - Summary of Maturity        HTML     47K 
                Periods of the Marketable Securities (Detail)                    
55: R56         Marketable Investments - Summary of Gross           HTML     51K 
                Unrealized Losses and Market Value of                            
                Available-for-Sale Securities with Unrealized                    
                Losses (Detail)                                                  
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                Value Hierarchy for its Financial Assets (Detail)                
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                Value Hierarchy for its Financial Assets                         
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Exhibit 10.28

DATED 15 JULY 2010

COVINGTON & BURLING LLP

and

FORRESTER RESEARCH LIMITED

and

FORRESTER RESEARCH, INC

UNDERLEASE

Fourth floor and fifth floor

of Clement’s Inn, 265 Strand,

London WC2

TABLE OF CONTENTS

i

PRESCRIBED CLAUSES

1

2

UNDERLEASE DETAILS

3

THIS UNDERLEASE is made on the date specified in the Underlease Details between the Landlord and the Tenant.

THIS DEED WITNESSES as follows:

Access Road means the road coloured blue on Plan 3;

Adjoining Property means the land and buildings shown edged green on Plan 3;

Brown Roadway means the road coloured brown on Plan 3;

Business Hours means 08:00 to 20:00 hours Monday to Friday and 08:00 to 12:00 hours on Saturday;

CDM Regulations means the Construction (Design and Management) Regulations 2007;

Certificate means the certificate signed by the Landlord’s Surveyor, or the Landlord’s auditors or accountants (acting as expert and not as arbitrator) as soon after the end of the Relevant Financial Year as reasonably practicable and relating to such year, which certificate shall contain a fair summary of the Landlord’s Expenses for the Relevant Financial Year;

Common Parts includes the roof, foundations, and main structure of the Building party and perimeter walls, the roads, vehicle ways, access ways, service yards, forecourts and pavements, landings, entrance halls, corridors, fire escapes, stairways, lifts, escalators, ramps, toilet accommodation, Conducting Media (other than any exclusively serving any Lettable Space), Plant for the supply of any services to the Building or the tenants or occupiers thereof (other than as aforesaid) and all other facilities provided or available for common or general use in or forming part of the Building (other than Lettable Space);

Conducting Media means sewers, drains, gutters, rain water pipes, watercourses, telecommunications, water, gas, electric, mains and other pipes, wires, cables, ducts and any other conducting media of whatsoever nature;

Conduits means tanks, pipes, sprinklers, wires, cables, drains, meters, ducts, trunking, sewers, gutters and associated apparatus and other similar items;

Counsel means leading counsel (having appropriate experience);

Demised Premises means the Premises specified in the Underlease Details;

4

ending of the Term means the coming to an end of the Term in any way including expiration, termination, surrender, frustration and forfeiture;

Excluded Costs means:

Financial Year means the period ending on the 30th day of September in each year, or such other date as the Landlord may in its reasonable discretion from time to time determine, and Relevant Financial Year shall be construed accordingly;

Group means a group of companies within the meaning of section 42 of the Landlord and Tenant Act 1954, and in the case of partnerships includes any partnership or partnerships which, on a true and fair assessment of the nature and identity of the ownership or control of such partnership, would fall within such section were either one or both of such entities a company rather than a partnership;

Insured Risks shall have the meaning set out in the Superior Lease together with such other risks as the Tenant may reasonably require and which the Superior Landlord agrees to insure against (subject to any excesses exclusions and limitations applicable thereto from time to time);

Landlord means the Landlord specified in the Underlease Details, and any other person as may for the time being be entitled to the reversion immediately expectant on the ending of the Term;

Landlord’s Conducting Media and Plant means Conducting Media and Plant not exclusively serving the Demised Premises,

Landlord’s Expenses means subject to the provisions of Schedule 8 all costs, expenses, and other amounts paid, or incurred, or allowed, by or on behalf of the Landlord, whether directly, or by way of contribution or reimbursement in connection with the provision of the Services set out in Part A of Schedule 8, or under the heads of expenditure charge or allowance set out in Part B of Schedule 8 together with: (a) a reasonable proportion of any amounts paid or incurred prior to the commencement of the Term (to the extent referable to the Term) and (b) a sum or sums of money by way of reasonable provision for anticipated expenditure in each case, as the Landlord or the Landlord’s Surveyor (as the case may be) may reasonably allocate to the Relevant Financial Year as being fair and reasonable in the circumstances but excluding costs, expenses and other amounts recovered from any insurance policy (unless the relevant insurance policy shall have been vitiated by the act or default of the Tenant or any undertenant or their respective servants, agents, licensees or visitors) and excluding any Excluded Costs;

5

Landlord’s Surveyor means a reputable firm of Chartered Surveyors appointed by or acting for the Landlord to perform the function of a surveyor for any purpose under this Underlease;

Lettable Spaces means any areas within the Building which are designed for, and capable of, exclusive beneficial occupation (including the Demised Premises but excluding the Common Parts and Service Accommodation);

Permitted Part means a whole floor or part of a floor of the Demised Premises;

Plan 1 means the plan so marked annexed to this deed;

Plan 2 means the plan so marked annexed to this deed;

Plan 3 means the plan so marked annexed to this deed;

Plan 4 means the plan so marked annexed to this deed;

Plant means plant, equipment, machinery, apparatus and installations;

the Principal Yearly Rent means the Yearly Rent specified in the Underlease Details or else the principal yearly rent ascertained in accordance with Schedule 3;

Regulations means any regulations, and any variations or additions thereto, from time to time notified in writing to the Tenant and made by or on behalf of the Landlord, for the proper management, care or security of the Building or the comfort, safety or convenience of occupants thereof or persons resorting thereto;

Reinstatement Specification means the specification referred to in the Superior Lease

Service Accommodation means any offices, workshops, storerooms, caretaker’s lodges, garaging for vehicles, or other accommodation (whether on the Building or not) provided or used by, or for the Landlord or its agents, for the purpose of administering the Building or in connection with the carrying out or provision of any of the Services;

Service Charge means the Tenant’s Proportion of the Landlord’s Expenses and the whole of the Landlord’s Expenses relating solely to the Demised Premises;

Services means subject to the provisions of Schedule 8, the services rendered works undertaken and obligations and costs assumed by or on behalf of the Landlord as described in Part A of Schedule 8;

Statute means:

6

now or from time to time in force;

Superior Landlord means the estate owner for the time being of any interest in reversion (whether mediate or immediate) on the termination of the term granted by the Superior Lease;

Superior Lease means the lease dated 7 September 2001 under which the Landlord holds the Demised Premises;

Tenant means the Tenant specified in the Underlease Details and its successors in title and assigns;

Tenant’s Proportion means subject to the provisions of Schedule 8 such fair and reasonable proportion as the Landlord’s Surveyor shall from time to time determine;

Term means the term of years granted by this Underlease;

Tower 1 means the land and buildings edged purple on Plan 3; and

this Underlease or this Lease means this deed and any instrument made under it or supplemental to it.

the 1954 Act means the Landlord and Tenant Act 1954

7

In consideration of the rents reserved by this Underlease, and the covenants on the part of the Tenant, the Landlord (at the request of the Surety) demises unto the Tenant with full title guarantee all those the Demised Premises to hold the Demised Premises unto the Tenant for the Term specified in the Underlease Details, together with the easements and rights specified in Part 2 of Schedule 1, except and reserved to the Landlord and all persons authorised by the Landlord or otherwise entitled the easements and rights specified in Part 3 of Schedule 1 yielding and paying to the Landlord:

The Tenant covenants with the Landlord in accordance with Schedule 2.

8

The Surety covenants with the Landlord in accordance with Schedule 7.

The Landlord covenants with the Tenant:

9

Without prejudice to any other rights or remedies of the Landlord if:

10

then the Landlord may at any time re-enter the Demised Premises or any part in the name of the whole and forfeit this Underlease whereupon this Underlease and the Term created by it shall come to an end.

and the Landlord and Tenant covenant with one another to comply with their respective obligations in such Schedules.

11

then the Term shall absolutely cease and determine on the Determination Date, but without prejudice to the remedies of either party against the other in respect of any antecedent claim or breach of covenant.

12

The parties certify that this Underlease is a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995.

The parties to this Underlease do not intend that any term of this Underlease is to be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Underlease.

IN WITNESS whereof the Landlord and Tenant have executed this document as a deed the day and year first before written.

13

SCHEDULE 1

PART 1

THE DEMISED PREMISES

The Fourth floor and the Fifth floor of the Building shown edged red on Plans 1 and 2 annexed hereto all which premises include:

but exclude:

14

PART 2

EASEMENTS AND RIGHTS GRANTED

The following rights (in common with the Landlord and all others now or hereafter entitled to the like rights and subject to the terms of this Underlease and compliance with the Regulations):

15

16

17

PART 3

EASEMENTS AND RIGHTS RESERVED

18

SCHEDULE 2

TENANT’S COVENANTS

Save that the Tenant shall not be obliged to keep the Demised Premises in a better condition than evidenced by the Schedule of Condition attached hereto.

19

to the reasonable satisfaction of the Landlord.

20

21

without payment for any nuisance, annoyance, damage or inconvenience caused to the occupiers of the Demised Premises but subject to the persons entering doing so only where such works cannot be practicably be carried out otherwise than by entering on the Demised Premises and making good any damage caused to the Demised Premises and the Tenant’s furniture, fixtures, fittings and equipment to the Tenant’s reasonable satisfaction without unreasonable delay.

22

To indemnify the Landlord against all reasonable and proper costs arising from or in reasonable and bona fide contemplation of:

23

24

25

Not to display on the exterior of the Building, or within the Building so as to be visible from outside the Building, any sign, fascia, poster, blind or advertisement other than as approved by the Landlord in accordance with the Landlord’s signage policy for the Building and by the Superior Landlord.

Not to leave the Demised Premises continuously unoccupied for more than one month, or to abandon the Demised Premises, without notifying the Landlord and providing security and caretaking arrangements approved by the Landlord (such approval not to be unreasonably withheld or delayed).

26

Not to load or unload, or receive delivery of or dispatch goods, otherwise than in the areas and through the entrances designated under this Underlease, nor to leave any article or vehicle so that such areas or the entrances roadways (including, without limitation, the Access Road) or means of access to the Demised Premises are blocked to trade or other vehicles or so that access by others is either precluded or unreasonably hindered or inconvenienced.

27

28

29

Within fourteen days after any assignment, underletting, assent, mortgage, charge, release or vacation of any mortgage or charge or devolution of or other instrument relating to the Demised Premises or any estate or interest in the Demised Premises however remote or inferior to give notice to the Landlord and the Superior Landlord and produce to them for their retention a certified copy of the deed or instrument effecting the transaction in question.

To indemnify the Landlord against all actions, costs, claims, demands and expenses arising as a result of any breach of the Tenant’s covenants in this Underlease or by reason of any act or default of the Tenant or any person deriving title under the Tenant or their respective agents, servants or licensees including (without limitation) any act or default of any such person in connection with the exercise by the Tenant of any right of entry or access under this Underlease, provided always and the Landlord hereby agrees:

30

To produce on demand such evidence as the Landlord may reasonably require to satisfy itself that the Tenant’s covenants in this Underlease have been complied with and particulars of all derivative or occupational rights existing in respect of the Demised Premises however remote or inferior.

To pay to the Landlord if so required and without prejudice to the Landlord’s other remedies (as well after as before any judgment) interest at the rate of four per centum per annum above the base rate of National Westminster Bank Plc from time to time on any sum becoming due under this Underlease (whether or not formally demanded) and not paid:

in any such case from the date it becomes due until the date of payment AND on any sum due under this Underlease but not accepted by the Landlord in good faith in reliance on an actual breach of covenant by the Tenant from the date of its becoming due until the date of acceptance.

To pay on production of a valid VAT invoice an amount equal to all value added tax or other tax of a similar nature payable in respect of any sum payable under this Underlease so that any such sum is deemed to be tax exclusive.

To observe and perform all covenants, conditions and restrictions (if any) to which any reversion immediately or in the case of the Superior Lease immediately expectant on the Term may be subject.

31

Not to cause any damage or obstruction to the Common Parts, or to the means of working of any Plant or services comprised within the Common Parts.

Not to impose on any part of the floors, roof, roof trusses, ceilings or the structure of the Building any load or weight greater than that which the same are designed or constructed to bear with due margin for safety nor by machinery or otherwise to cause or permit any undue vibration to or nuisance by noise or otherwise in the Demised Premises.

32

Forthwith upon being required to do so by the Landlord, to remove any furniture, fixtures or fittings (other than landlord’s fixtures or fittings) installed in the Demised Premises the removal of which is considered necessary or expedient by the Landlord, to enable the Landlord to carry out or to facilitate the carrying out of any repair, renewal, replacement, improvement or maintenance of any of the Services or any Conducting Media within the Demised Premises or the Building, provided that if within three days of the date of the notice given pursuant to this paragraph (or immediately in the case of emergency) the Tenant shall fail to remove such furniture fixtures or fittings then it shall be lawful for the Landlord (but without being obliged so to do) to do so at the expense of the Tenant, but without being liable to the Tenant or any other person for any loss or damage occasioned by such removal or for the storage or refixing of the same.

Not to do or omit to do anything which adversely affects:

33

SCHEDULE 3

RENT REVIEW

With effect from and including the Review Date the principal yearly rent payable by the Tenant will be the greater of:

The Open Market Rental Value means the annual rent at which the Demised Premises could reasonably be expected to be let as a whole on the open market at the Review Date assuming that at that date:

there being disregarded;

34

The Landlord and the Tenant shall endeavour to agree the Open Market Rental Value as at the Review Date but, if it has not been agreed by the day three months before the Review Date, the question of the Open Market Rental Value at the Review Date may be referred by the Landlord or the Tenant to the determination of a referee acting as an arbitrator pursuant to the Arbitration Act 1996 or, if the Landlord and Tenant agree, as an expert.

35

Once the increased rent has from time to time been ascertained, the Landlord and the Tenant shall execute a memorandum in duplicate, to be prepared by the Landlord’s solicitors at the Tenant’s cost, specifying such rent which shall be attached to the original and counterpart of this deed.

Time is not of the essence for the purpose of this Schedule 3.

36

SCHEDULE 4

INSURANCE PROVISIONS

The Landlord covenants with the Tenant to use reasonable endeavours to supply to the Tenant on written request full particulars of the insurance effected by the Superior Landlord sufficient to enable the Tenant to know the extent of the cover provided and the sums insured and any exclusions, excesses, conditions or limitations.

37

The Landlord covenants with the Tenant to use reasonable endeavours to procure that the Superior Landlord applies all moneys received under such insurance in respect of loss or damage to the Demised Premises and the access thereto (other than sums relating to rent) and all monies paid by the Tenant to the Landlord under this Schedule 4, in rebuilding or reinstating the Demised Premises and the access thereto to the same or no less suitable and convenient state as before the loss or damage occurred, such rebuilding or reinstatement to be effected with all reasonable despatch and diligence after all necessary consents and approvals have been obtained.

The Tenant covenants with the Landlord:

38

Subject only to paragraph 1.4(v) of this Schedule 4 all insurance monies payable in respect of any risk against which the Superior Landlord shall have insured in accordance with this Schedule 4 will belong to the Superior Landlord.

“Terrorist Activity” means an act or acts of a person or persons whether acting on behalf of or in connection with any organisation or otherwise directed towards the overthrowing of or influencing by force or violence Her Majesty’s Government in the United Kingdom or any other national regional or local government or corporation or other legal entity de jure or de facto; and

“Cost” means the cost of reinstatement of damage or destruction of the Building.

39

then either the Landlord or the Tenant may determine this Underlease with immediate effect after the earlier of:

40

41

to rebuild or reinstate the Demised Premises and the access thereto after the relevant loss or damage:

then either party may (prior to the Demised Premises once again being fit for occupation and use as contemplated by this Underlease) determine this Underlease on giving not less than 14 days notice to the other.

42

SCHEDULE 5

FURTHER PROVISIONS

Nothing contained or implied in this Underlease or in any such licence, consent or approval is to be taken to be a covenant, warranty or representation by the Landlord or its agents that the Demised Premises can be or are fit to be used for the Permitted Use or any other purpose or that any alteration or addition or change of use which the Tenant may intend to carry out will not require the approval of the relevant government department, local authority or other competent authority.

If after the ending of the Term, any property remains on the Demised Premises the Landlord may either in so far as the same is annexed to the Demised Premises treat it as having reverted to the Landlord or as the agent of the Tenant (and the Landlord is appointed by the Tenant to act in that behalf) remove, store, and sell such property and then hold the proceeds of sale after deducting the costs and expenses of removal, storage and sale incurred by it to the order of the Tenant.

This Underlease does not confer upon or include by implication or otherwise in favour of the Tenant any right, privilege, estate or interest not expressly set out in, through, over upon any land or premises adjoining or near to the Demised Premises, or the air space over them or the ground below the foundations of them.

Costs payable to the Landlord and/or the Superior Landlord or against which the Landlord and/or Superior Landlord are entitled to be indemnified include but are not limited to all reasonable and proper solicitors’, surveyors’, architects’ and other fees, disbursements and irrecoverable value added tax and other expenditure reasonably and properly incurred by the Landlord.

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The Landlord, its servants, agents, or licensees shall not be liable or responsible to the Tenant, its servants, agents, visitors, or licensees for any loss, injury, damage, nuisance, annoyance or inconvenience which may be sustained by the Tenant, its servants, agents, or licensees (either personally or to their property including the Demised Premises) caused by:

Provided that this shall not extend to any loss, damage, injury nuisance, annoyance or inconvenience caused by the wilful act or default of the Landlord or anyone acting on its behalf.

Nothing contained or implied in this Underlease imposes or is to be deemed to impose, any restriction on the use of any adjoining or neighbouring property or give the Tenant the benefit of or the right to enforce or to have enforced, or to prevent the release or modification of any covenant, agreement or condition entered into in respect of such property or to prevent or restrict its development.

If it ceases to be practicable to determine interest rates by reference to the base rate of National Westminster Bank Plc, the Landlord may specify a reasonable alternative.

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No demand for or receipt of rent, no grant of any licence, consent or approval and no acceptance of any document for registration under this Underlease by the Landlord or its agent with notice of a breach of any covenant on the part of the Tenant is or is to be deemed to be a waiver, wholly or partially, of any such breach but any such breach shall be deemed a continuing breach of covenant and neither the Tenant nor any person taking any estate or interest under or through the Tenant may set up any such demand, receipt, grant or acceptance in any action for forfeiture or otherwise.

Any notice, request, demand or other instrument under this Underlease shall be in writing and may be served either in accordance with section 23 of the Landlord and Tenant Act 1927 or, in the case of service on a person who is for the time being the Tenant or any surety for the Tenant, by sending it by first class letter post addressed to that person at the Demised Premises.

This Underlease shall be governed by English law and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the English Courts.

Nothing shall create any letting scheme or restrict or interfere with the right of the Landlord to grant leases tenancies and other rights of occupation or possession of the Building subject to, or free from covenants and conditions similar to those contained

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in this Underlease, or subject to other covenants and conditions as the Landlord shall in its absolute discretion require or confer on the Tenant any right to the benefit of or to enforce or impose on the Landlord any liability to enforce any covenant or agreement contained in any lease, or other instrument relating to any other part of the Building or the Regulations, or limit or affect the right of the Landlord to deal with the same now or at any time hereafter in any manner which the Landlord may think fit.

Any decision or certificate of the Landlord’s Surveyor on any matter on which he is required or entitled to decide or certify, and the Certificate shall be final and binding (save in case of manifest error) and shall not be subject to challenge in any manner insofar as the same is a decision or certificate on, or is founded on matters or issues of fact or opinion but nothing in this Underlease shall purport to prevent any such decision or certificate being challenged on any point or issue of law.

The Landlord shall not be under any liability in respect of any want of maintenance or repair of any part of the Building being within, but not forming part, of the Demised Premises, unless the Landlord shall have received actual notice of the want of maintenance or repair and shall thereafter have failed to remedy the same as soon as reasonably practicable.

Subject to section 38(2) of the Landlord and Tenant Act 1954, neither the Tenant nor any assignee or underlessee (whether immediate or derivative) of the Term, or of the Demised Premises shall be entitled on quitting the Demised Premises to any compensation under section 37 of such Act.

If any provision of this Underlease is held to be invalid or unenforceable then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Underlease but without invalidating any of the remaining provisions of this Underlease

Where the consent or approval of the Landlord is required under this Underlease, and the consent or approval of any Superior Landlord is also required, the Landlord may require that the grant of the consent or approval of any Superior Landlord (which the Landlord at the reasonable cost of the Tenant shall use reasonable endeavours to obtain) shall be a condition precedent to the consideration or grant by the Landlord of any consent or approval, and the Landlord may require the Tenant to discharge the costs charges and expenses of any Superior Landlord in connection with the application for consent or approval whether the same is given, refused or withdrawn, and the Landlord may withhold or delay any consent or approval under this

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Underlease if any necessary consent or approval of any Superior Landlord is withheld or delayed and the Landlord’s consent or approval (if granted) shall be subject to any conditions imposed by any Superior Landlord as well subject to any imposed by the Landlord.

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SCHEDULE 6

DEEDS AND DOCUMENTS

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SCHEDULE 7

SURETY PROVISIONS

The Surety covenants with the Landlord that:

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Without prejudice to the rights of the Landlord against the Tenant as principal, the Surety as a separate and independent stipulation agrees that any liability mentioned in this Schedule which may not be recoverable on the footing of a guarantee whether by reason of any legal limitation, disability or incapacity on or of the Tenant or any other fact or circumstance and whether known to the Landlord or not, will nevertheless be recoverable from the Surety as though it had been incurred by the Surety and the Surety was the sole or principal debtor in respect of it and will be paid by the Surety on demand, together with interest (as well after as before any judgment) at the rate of four per centum per annum above the base rate of National Westminster Bank Plc from time to time from the date of demand until payment.

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The provisions of this Schedule are in addition to, and not in substitution for, any other rights which the Landlord may have and may be enforced against the Surety whether or not recourse has been had to any such rights and whether or not any steps or proceedings have been taken against the Tenant.

The rights of the Landlord and the obligations of the Surety will continue to subsist notwithstanding:

If so required by the Landlord the Surety will join in any instrument made under or supplemental to this Underlease for the purpose of acknowledging it is bound by it and that the obligations in this Schedule extend to it.

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No assurance, security or payment which may be avoided under any Statute nor any release, settlement or discharge of the Surety which may have been given or made on the faith of any such assurance, security or payment shall prejudice or affect the right of the Landlord to recover from the Surety to the full extent of this Schedule as if such release, settlement or discharge had not occurred,

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SCHEDULE 8

SERVICE CHARGE

PART A

THE SERVICES

Complying with the Landlord’s covenants outlined in Clause 5.4.

Inspecting, maintaining (including effecting maintenance contracts), cleansing (including window cleaning), preparing, repairing, overhauling, decorating, rebuilding renewing and replacing (where necessary as part of repair) amending, carpeting, polishing, painting, repointing and otherwise treating the Building and any parts thereof, (excluding Lettable Space but including Service Accommodation and the Common Parts) and other things thereto belonging or used in connection therewith including all ways, roads, pavements, Plant, Conducting Media (and laying the same or connecting thereto) boundary walls and fences, party walls, party structures, passages and other conveniences comprised in the Building or which may belong to or be used by or for the Building, whether or not in common with other adjoining or neighbouring premises and so far as such sums are lawfully and properly due paying for or making any contribution towards the cost of any of the foregoing PROVIDED THAT the obligations of the Landlord under this paragraph do not extend to:

During Business Hours (and during such additional hours as the Tenant shall reasonably request at the sole cost of the Tenant) providing and operating any heating, ventilating, air conditioning and circulating and hot and cold water systems, lifts, escalators, generators and all other Plant and systems serving the Building and providing any water, oil, electricity, gas and other fuel required for or consumed by the same or used in the provision of the Services, or heating and lighting the Common Parts and discharging all meter rents, standing charges and other expenses incurred by the Landlord in connection with any of the foregoing.

Providing, operating, insuring, maintaining, improving, repairing and renewing security systems and lighting installed in the Building.

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Providing hot water to the Building and drying facilities, soap and other toilet requisites to toilet accommodation.

Providing, maintaining, renewing and replacing street furniture, directory boards, name directional and other signs in the Building.

Keeping planted areas stocked and tended and grassed areas mown and forecourts roads, vehicle ways, access ways, service yards, pavements and open areas of the Building (or which are adjoining or adjacent thereto and are used in connection therewith) clean, neat and tidy and providing, maintaining, replacing, planting, cultivating and keeping in good order floral pictorial artistic and other displays and exhibitions within or on the Common Parts.

Taking all steps deemed desirable or expedient by the Landlord to comply with, or make representations against, or otherwise contest the incidence of the provisions of any Acts of Parliament relating or alleged to relate to the Building for which the Tenant is not directly liable under this Underlease.

Providing, purchasing, leasing, maintaining, insuring, testing, improving, renewing and replacing fire fighting equipment and appliances to the Building and fire prevention alarm detection and precaution measures and related systems and equipment therefor.

Removing rubbish and other refuse from the Building including the payment of costs levied by the local authority in relation to the collection of refuse or any other service rendered by the local authority and the provision and replacement of receptacles and Plant in connection therewith for use by the Tenant (and others in the Building).

Enforcing or attempting to enforce any covenant in any lease or licence of the Landlord’s premises where in the opinion of the Landlord such enforcement is capable of benefiting the occupiers of the Building, including the Landlord, collectively (but excluding any covenant for the payment of principal rent).

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Providing, carpeting, equipping, furnishing, insuring, restoring, decorating, maintaining, repairing, cleansing, heating and lighting (including the repair and replacement of lighting equipment and fittings) Service Accommodation and providing and replacing blinds and curtains to Service Accommodation or Common Parts or any other property used for or in connection with the carrying out of any of the Services and paying gas, electricity, telephone charges and other outgoings of whatsoever nature in connection therewith.

Employing staff and contractors, agents, workmen, porters, caretakers, housekeepers, professional advisers and others either directly or indirectly for the performance of duties in connection with the maintenance management or security of the Building and the provision of the Services and paying all expenditure in relation thereto including statutory and such other insurances, health, pension, welfare bonuses and other payments, contributions and premiums industrial training, levies, redundancy and similar or ancillary payments which the Landlord may be required by statute custom or otherwise to pay or may at its absolute discretion deem desirable or necessary and providing, purchasing, hiring and replacing uniforms, working clothes, protective and safety clothes and other items, tools, appliances, cleaning and other materials, bins, receptacles and other equipment and vehicles for the proper performance of their duties.

Providing any other services apparatus or facilities in the interests of good estate management to or for the Building or any part thereof or for the general benefit of the tenants and occupiers thereof.

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PART B

HEADS OF EXPENDITURE CHARGE OR ALLOWANCE

Rates, water rates, taxes, charges, assessments, impositions and other outgoings whether parliamentary, parochial local or otherwise and whether or not of a capital or an annual or regularly recurring or novel nature at any time assessed on or payable by the owner or occupier of or in respect of the Building (other than Lettable Space but including Service Accommodation).

Fees of managing agents and others for computing, collecting and recovering rents, service charges, and other contributions from occupiers of Lettable Space and for the general management of the Building (excluding fees for negotiating rent reviews or letting Lettable Space).

In relation to any Services provided by the Landlord or any expenditure incurred under any of the heads of expenditure set out in this Schedule in respect of which managing agents are not employed a management fee of 10% of the amount of the relevant expenditure.

Fees and costs payable in respect of the Certificate and its certification, and of accounts kept and audits made for the purpose thereof, and of employing accountants or other professional persons for the proper administration of the Building and preparing accounts in connection with the Landlord’s Expenses and service charges and supplying information to tenants in relation thereto and to insurance.

Bank charges and interest on overdrawings in respect of any accounts maintained for payment of the Landlord’s Expenses or the receipt of interim payments or service charges or other sums payable by tenants or occupiers of the Building in connection with the Services, or any of the matters mentioned in this Schedule.

Any tax of whatsoever nature including all penalties charges and interest thereon paid or payable by the Landlord in respect of any of the heads of expenditure or charge mentioned in this Schedule or otherwise in connection with the provision of the Services or the arrangements relating to any interest earning account or monies held for such purposes and any insurance policy referred to in this Lease.

Costs and expenses incurred in the recovery of overdue sums payable by any person liable to contribute towards the Landlord’s Expenses and any part of the Landlord’s Expenses not recovered in whole or in part for any reason from any person (other than

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the Landlord) Provided that if any sum in respect of an unpaid contribution to the Landlord’s Expenses for one Financial Year shall be recovered in a later Financial Year, the same shall be treated as a credit towards the Landlord’s Expenses incurred in the Financial Year in which the same is recovered.

Rent, rates, water rates, insurance premiums, service charges and other payments and outgoings payable for or in connection with the Service Accommodation and in the case of Service Accommodation within the Building (or otherwise for which the Landlord does not have to account for an open market rent) a sum equal to the Landlord’s Surveyor’s reasonable estimate of the open market rent or rents for such Service Accommodation, such rents to be determined in respect of each Financial Year by the Landlord’s Surveyor on the assumption that the same is available for letting in the open market by a willing landlord and willing tenant with vacant possession on full repairing and insuring terms for use as Service Accommodation (and that such use is lawful) with all necessary rights for such use.

Value Added Tax payable by the Landlord in respect of the Services or any expenditure within this Schedule to the extent not recoverable by the Landlord as an input.

Other costs or expenses properly attributable to the maintenance improvement protection or proper management of the Building and Service Accommodation and provision of the Services for the benefit of the Building or the tenants or occupiers thereof.

Fees and costs payable in connection with any litigation pursued by the Landlord against the Superior Landlord pursuant to Schedule 4, paragraph 1.1(c).

Any costs and expenses (or a fair and reasonable proportion thereof) paid or incurred by or on behalf of the Landlord in connection with the provision of services or facilities on adjoining or neighbouring premises for the benefit of the Building.

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PART C

CALCULATION AND PAYMENT OF THE SERVICE CHARGE

The Landlord shall as soon as reasonably practicable after the end of the Relevant Financial Year procure the preparation of the Certificate, and the delivery of a copy to the Tenant.

The Tenant shall within 14 days of demand accompanied by or following the provision of a copy of the Certificate for the Relevant Financial Year, pay the Landlord the Service Charge less any interim payments made by the Tenant on account thereof pursuant to this Schedule.

The Tenant shall on the 25^th March, 24^th June, 29^th September and 25^th December (“the quarter days”) in every year pay to the Landlord an interim payment being such sum in advance and on account of the Service Charge prospectively payable for the Relevant Financial Year as the Landlord shall consider to be fair and reasonable and notify in writing to the Tenant.

The Landlord shall be at liberty to revise the interim payment with effect from any usual quarter day before the commencement or during the course of any Financial Year by notice in writing to the Tenant, and the interim payment payable on each quarter shall unless so revised be equal to the interim payment payable on the previous quarter day.

If it shall be found upon the issue of the Certificate that the aggregate of the interim payments made by the Tenant to the Landlord during the Relevant Financial Year:

This Part of this Schedule shall continue to apply notwithstanding the termination of the Term but only in respect of the period down to the termination of the Term and for apportionment purposes the Landlord’s Expenses for any Financial Year shall be deemed to have accrued evenly on a daily basis throughout the Relevant Financial Year.

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PART D

INSURANCE

The Tenant shall on demand pay to the Landlord:

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If the Landlord shall so require all or any of the amounts payable pursuant to this Part of this Schedule may be collected as part of the Service Charge, in which case the said amounts or such of them as the Landlord may require shall be treated as if they were included within Part B of this Schedule and be collected pursuant to Part C of this Schedule.

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PART E

FURTHER PROVISOS AGREEMENTS AND DECLARATIONS

Notwithstanding anything contained in this Underlease, the Landlord shall not be liable to the Tenant nor shall the Tenant have any claim against the Landlord in respect of:

Provided that in the case of those of the Services specifically mentioned Clause 5.4, (landlord’s covenant) the Landlord shall use all reasonable endeavours to remedy any such interruption, defect, breakdown or stoppage as soon as reasonably practicable after becoming aware of the same and to ensure that so far as reasonably possible the Tenant’s use and enjoyment of the Demised Premises is not materially adversely effected.

The Landlord may from time to time review the Services, and the heads of cost expenditure charge or allowance included in the calculation of the Landlord’s Expenses as it may consider appropriate in the interests of good estate management, and omit, add to, extend or vary the same and from, and after the relevant date of such review such omission, additions, extensions or variations shall be taken into account in the calculation of the Landlord’s Expenses and the Service Charge.

If by reason of any change in circumstances or otherwise in the opinion of the Landlord, part of the Landlord’s Expenses relate to services provided for the benefit of part only of the Building or for any particular occupiers or category of occupiers thereof, or it is otherwise fair and reasonable to do so, the Tenant’s Proportion may be

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varied or such part of the Landlord’s Expenses as shall so relate may be allocated in whole or in part to the persons (including the Tenant) so benefiting as may in the opinion of the Landlord be fair and reasonable.

No costs or expenses shall be excluded from the Landlord’s Expenses on the ground that the Landlord is obliged to carry out the relevant service to any third party and save as expressly provided in Clause 5.4 (landlord’s covenant) the Landlord shall not be obliged to perform all or any of the Services, or to provide or install any system or service not in existence at the date hereof, and reference to the services or heads of expenditure in Part A and Part B of this Schedule shall import no obligation on the part of the Landlord to incur any expenditure or perform any services within all or any of such heads of expenditure.

No objection shall be made to any cost incurred by the Landlord included in the calculation of the Landlord’s Expenses by reason that the material work or service in question might have been provided or performed at a lower cost or to a lower quality standard or specification or (save that the work or expense is not in respect of any of the Services or other expenditure within the definition of the Landlord’s Expenses) otherwise.

In the case of unlet Lettable Space, the Landlord shall bear the proportion of the Landlord’s Expenses which would have been recoverable from the tenant thereof had the same been let on the terms of this Underlease.

The Service Charge shall not include:

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Signed as a deed on behalf of
COVINGTON & BURLING LLP, a company incorporated in the District of Columbia, by TIMOTHY C. HESTER being a		)
person who, in accordance with		)		Authorised signatory
the laws of that territory, is		)
acting under the authority of the company		)

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