Common use of Alienation Clause in Contracts

Alienation. 6.1 Not to hold on trust for another or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) part with or share possession of the whole or any part of the Premises or permit another to occupy the whole or any part of the Premises 6.2 Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estate

Alienation. 6.1 4.10.1 Not to hold on trust assign or charge part only of the Premises 4.10.2 Save for another or (save pursuant to a transaction permitted by and effected an underletting in accordance with the succeeding provisions of this Lease) clause not to underlet the whole or any part of the Premises or to part with possession of or share possession occupation of the whole or any part of the Premises and not to permit any person deriving title under the Tenant by way of permitted underlease so to do in respect of the Premises provided that the Tenant may share occupation of the Premises with a Group Company if such Group Company occupies the Premises as bare licensee only 4.10.3 Not under any circumstances to create or permit another to occupy the whole creation of any interest derived out of this Lease whether mediate or any part immediate and however remote or inferior -------------------------------------------------------------------------------- 21 4.10.3.1 at a fine or premium or other capital sum (and so that no such fine premium or other capital sum shall be taken) 4.10.3.2 except at a rent which is not less than the open market rental value of the Premises 6.2 Not to assign Premises or underlet the rent hereby reserved at the time of such underletting (or in the case of an underlease of part only of the Premises a proportionate part thereof) whichever is the higher 4.10.3.3 except on terms which prohibit the commutation of rent 4.10.3.4 for a term which shall extend beyond a date on which the rent payable under this Lease is to be reviewed unless such underletting shall include provisions approved by the Landlord for rent reviews at the times and not to charge in accordance with the whole or any part terms of the Premisesthis Lease 6.3 4.10.4 Not to assign part with possession or underlet charge the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or permit any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable person deriving title under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required so to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with without the prior written consent of the Landlord which shall not be unreasonably withheld or delayed but so that for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx 0000 (as amended by the 0000 Xxx) it is agreed that it shall be reasonable for the Landlord to withhold consent to an assignment of the whole of the Premises unless: 4.10.4.1 the assignee is not a Group Company 4.10.4.2 the assignee shall by deed enter into a direct covenant with the Landlord to observe and perform the covenants and provisions of and to pay the rents reserved by this Lease for (subject to the provisions of the 0000 Xxx) the remainder of the Term and a guarantor or guarantors acceptable to the Landlord (if more than one jointly and severally) shall enter into a covenant and guarantee with and to the Landlord in the terms set out in schedule 2 as -------------------------------------------------------------------------------- 22 if references therein to the "Tenant" were references to the assignee and 4.10.4.3 the Tenant together with any other person in whom the term created by this Lease shall previously have been vested and who has not been released from liability hereunder by virtue of section 11 of the 1995 Act shall by deed enter into an authorised guarantee agreement in respect of the assignee which shall satisfy the requirements set out in schedule 3 and 4.10.4.4 each person who is guarantor of the Tenant under this Lease immediately prior to the assignment shall enter into a guarantee in the same terms (iiimutatis mutandis) as schedule 2 in respect of the liability of the Tenant under any authorised guarantee agreement and 4.10.4.5 at the Approval Date no rent or other monies are due to the Landlord under this Lease and unpaid and 4.10.4.6 the Tenant and/or the assignee complies with such other conditions as the Landlord may reasonably impose 4.10.5 Subject as aforesaid the Tenant may with the Landlord's prior written consent (which shall not be unreasonably withheld or delayed): 4.10.5.1 underlet the whole of the Premises; 4.10.5.2 underlet any whole floor of the Premises (excluding common areas); and 4.10.5.3 (subject to the provisions of Clause 4.10.5.2 above) underlet a Letting Unit subject to a maximum of 2 at any one time -------------------------------------------------------------------------------- 23 4.10.6 To procure in the case of any permitted underletting of the Premises (whether mediate or immediate) that on or before the grant of the relevant underlease: 4.10.6.1 the underlessee shall covenant with the Landlord by deed to observe and perform the Tenant's covenants and observe the covenants contained conditions in this Lease (save as except the covenant to payment of pay rent) (so far as the same affect relate to the part of the Premises comprised in the underlease) and those of the underlessee in the relevant underlease 4.10.6.2 if the Landlord shall so reasonably require a guarantor or guarantors acceptable to the Landlord shall covenant (if more than one jointly and severally) with the Landlord to guarantee the observance and performance by the underlessee of its covenants to be contained in such underlease such guarantee to be given (mutatis mutandis) in the form of the provisions contained in schedule 2 4.10.7 To procure that any permitted immediate or mediate underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed) and in particular contains: 4.10.7.1 covenants by the underlessee with the underlessor prohibiting the underlessee from doing or allowing any act or thing on or in relation to the premises to be demised by such underleaseunderlease inconsistent with or in breach of the Tenant's obligations in this Lease 6.8 4.10.7.2 a condition for re-entry by the underlessor on breach of any covenant by the underlessee 4.10.7.3 an absolute prohibition on any further underletting or parting with possession or sharing of occupation of the -------------------------------------------------------------------------------- 24 premises demised by the underlease (save by way of assignment of the whole thereof) 4.10.7.4 a prohibition on any assignment of the whole of the premises demised by the underlease without the consent of the Landlord 4.10.7.5 an agreement duly authorised by an order of a court of competent jurisdiction excluding in relation to that underlease the provisions of sections 24 to 28 of the Landlord and Xxxxxx Xxx 0000 (as amended) or any modification or re-enactment thereof 4.10.8 To enforce the performance by the subtenant every such underlessee of the obligations on its part covenants and conditions in his underlease and not to release or waive any such covenants or conditions 4.10.9 To operate and enforce all provisions for the review of rent contained in any underlease and but not to waive either expressly or by implication any breach of agree the same and not to vary the terms amount of any underlease revised rent arising as a result of any such review of rent without the prior written consent of the Landlord which shall (such consent not to be unreasonably withheldwithheld or delayed) 6.9 Within one month 4.10.10 Upon every application for consent required by this clause to disclose to the Landlord such information as to the terms proposed as the Landlord may reasonably require 4.10.11 Not to enter into any variation of the terms of any permitted assignment or permitted underlease or any other transmission or other devolution relating nor to accept a surrender of the same in respect of part only (as opposed to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation whole) of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estatepremises underlet

Alienation. 6.1 Not to hold on trust for another 17.1 The Tenant shall not assign charge underlet share occupation of or (save pursuant to a transaction permitted by and effected in accordance part with the provisions of this Lease) part with or share possession of the whole or any part of the Premises this lease or permit another any person or body to occupy the whole or any part of the Premisessame as a licensee or hold the lease on trust for any person or body. 6.2 Not to assign or 17.2 The Tenant shall not underlet part only of the Premises and Property except in accordance with this clause nor without the consent of the Landlord, such consent not to charge be unreasonably withheld. 17.3 The Tenant shall not underlet the whole Property: (a) together with any property or any part of the Premisesright over property that is not included within this lease; 6.3 Not to assign or underlet the whole of the Premises (ib) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of at a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following -reverse premium; nor (ic) an absolute prohibition against allowing any assignment charge rent free period to the undertenant [that exceeds the period as is then usual in the open market in respect of such a letting]. 17.4 The Tenant shall not underlet the Property unless, before the underlease or parting with or sharing is granted, the possession or occupation of part only Tenant has given the Landlord: (a) a certified copy of the premises comprised in such interest and against any underlease or parting with or sharing notice served on the possession or occupation undertenant, as required by section 38A(3)(a) of the whole thereof LTA 1954, applying to the tenancy to be created by the underlease; and (iib) a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38A(3)(b) of the LTA 1954. 17.5 Any underletting by the Tenant shall be by deed and shall include: (a) an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease; (b) a covenant by the undertenant, enforceable by and expressed to be approved enforceable by the Landlord to (as superior landlord at the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicabledate of grant) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall its successors in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained title in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and their own right, to observe and perform the tenant covenants in the underlease and conditions herein contained any document that is supplemental or collateral to it and the Landlord shall be entitled to impose all or any of the matters set out tenant covenants in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are -this lease; and (ic) provisions requiring the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord to be obtained in respect of any matter for which the consent of the Landlord is required under this lease, and shall otherwise be consistent with and include tenant covenants no less onerous (other than as to the Annual Rent) than those in this lease and in a form approved by the Landlord, such approval not to be unreasonably withheld andwithheld. 17.6 In relation to any underlease granted by the Tenant, the Tenant shall: (iiia) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any the underlease nor accept a surrender of the underlease without the prior written consent of the Landlord which shall Landlord, such consent not to be unreasonably withheld; and 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to (b) enforce the Premises to produce for registration with tenant covenants in the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estateunderlease.

Alienation. 6.1 Not (a) subject as hereinafter mentioned not to hold on trust for another or assign nor charge any part of the demised premises (save pursuant to a transaction permitted by and effected in accordance with as distinct from the provisions of this Leasewhole) part with or nor share possession or occupation of the whole or any part of the Premises or permit another to occupy the whole or any part of the Premises 6.2 Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so demised premises provided that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises demised premises with a Group Company for company which is a member of the same group as the Tenant (within the meaning of S.42 of the Landlord and Tenant Act 1954) so long as both companies shall remain members of that group and so long as no legal estate is created (b) not to hold on trust the demised premises or any part thereof (except in the case of joint tenants beneficially entitled) (c) not to underlet any part of the demised premises (as distinct from the whole) nor to assign underlet charge or part with possession or occupation of the whole of the demised premises unless each of the following conditions are fulfilled: (i) the transaction (other than a charge) is effected by way of legal assignment or underletting; (ii) in the case of an assignment the proposed assignee enters into a direct covenant with the Landlord to perform and observe the Tenant's covenants contained in this Lease (including this sub-clause) during the residue of the term; (iii) in the case of an underletting the proposed undertenant enters into a direct covenant with the Landlord to perform and observe the Tenant's covenants contained in this Lease (except the covenant to pay the rent reserved by this Lease but including this sub-clause) during the term created by the Underlease; (iv) if the proposed assignee or undertenant is a private limited liability company and if the Landlord shall reasonably so require a guarantor or guarantors of suitable standing shall stand surety for the performance of its obligations to the Landlord and enter into such covenant with the Landlord as the Landlord reasonably requires; (v) in the case of an underletting the rent reserved by the Underlease is not less than that proportion of the rent payable under this Lease at the date of execution of the Underlease or the full market rack rental value of the demised premises (obtainable without taking a fine or premium) at that date (whichever is the higher) as the Gross Internal Area (as defined in the RICS Code of Measuring Practice) of the premises comprised in the proposed Underlease bears to the Gross Internal Area (defined as aforesaid) of the Building (vi) in the case of an underletting the Underlease contains a covenant on the part of the Undertenant in the terms of this sub-clause and is otherwise than in a manner that transfers form approved by the Landlord (such approval not to be unreasonably withheld) (vii) in the case of an underletting of part the Tenant and the proposed undertenant (if required by the Landlord) have obtained an order of the Court authorising them to enter into an agreement excluding the provisions of Sections 24 to 28 of the Landlord and Xxxxxx Xxx 0000 in relation to the proposed Underlease and have entered into such an agreement; (viii) the Landlord has consented in writing to the proposed transaction (such consent not to be unreasonably withheld or creates a legal estatedelayed) (ix) in the case of an underletting of part only of the demised premises the provision of sub-paragraph 3.18

Alienation. 6.1 5.5.1 Not to hold on trust for another the assign or charge nor (save pursuant as expressly hereinafter provided) part with or share possession or occupation of any part or parts (as distinct from the whole) of the Demised Premises and not to a transaction permitted by and effected in accordance with the provisions of this Lease) agree to do so 5.5.2 Not to part with or share possession of the whole or any part of the Demised Premises or agree so to do or permit another any person to occupy the same save by way of an assignment or Underlease of the whole of the Demised Premises 5.5.3 Not to underlet the whole or any part of the PremisesDemised Premises at a fine or a premium and to procure that any underletting is at a rent which in the reasonable opinion of the Tenant is not less than the market rent of the premises underlet at the time of such Underlease PROVIDED however that if the Landlord is reasonably of the opinion that the rent as aforesaid is less than the market rent of the premises underlet the Tenant shall in the Licence granted by the Landlord for such underletting or by such form of contemporaneous Deed as the Landlord shall reasonably require acknowledge that such rent is to be wholly disregarded for the purposes of any revision of the rent payable under this Lease and shall concur in directing any valuer appointed to determine such revision of rent to so disregard 6.2 5.5.4 Not to assign underlet any part only of an individual floor of the Demised Premises if to do so would cause more than two separate sub-tenancies to subsist in relation to that floor provided that it is hereby declared for the avoidance of doubt that the Tenant may subject as hereinafter appearing underlet any number of floors or parts of floors so long as no more than two separate sub-tenancies shall subsist in relation to any individual floor 5.5.5 Not to underlet any part only of the Demised Premises and not to charge unless the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions Sections 24 to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue 28 inclusive of the Landlord and Tenant Xxxxxx Xxx 0000 (Covenantsas amended) Act 1995 section 11 was not released on are validly excluded from the sub-tenancy and an earlier assignment Order of this Lease; (iii) if the Landlord reasonably requires the Tenant a competent Court authorising such exclusion shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly have been obtained and severally if more than one) covenant as a primary obligation with the Landlord in identical terms copy thereof produced to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estate

Alienation. 6.1 3.12.1 Not to hold on trust dispose of and to procure that there shall be no disposal of a Relevant Interest in the Demised Premises or any part of the Demised Premises such as falls within paragraph 1(6)(ii) of Part I of Schedule 1 to the deed of debenture dated 1 November 1990 and entered into between National Power PLC and The Secretary of State for another Energy prior to 31 March 2000; 3.12.2 Not before the Satisfaction Date to assign or (save pursuant to a transaction permitted by and effected dispose of or deal in accordance any way with the provisions Quota Rights except by way of an assignment of the whole of the Quota Rights simultaneously with an assignment of the Lease and to the same person; 3.12.3 Not before the Satisfaction Date to mortgage or charge the Demised Premises or agree to do the same without first notifying the chargee in writing of the Landlord's interest in the Demised Premises and rights under this Lease and not before the Satisfaction Date to mortgage or charge the Demised Premises except by a charge which (i) prohibits the chargee taking possession of the Demised Premises; (ii) provides expressly for the chargee's interest to be subject to the Landlord's interest in the Demised Premises and rights under this Lease) ; 3.12.4 Not before the Satisfaction Date to assign or charge or agree to assign or charge part with only of the Demised Premises; 3.12.5 Not on or share possession after the Satisfaction Date to assign or charge or agree to assign or charge part only of the Demised Premises being a part other than the whole of lronbridge Power Station or Rugeley B Power Station or West Burton Power Station (a permitted part); 3.12.6 Not to underlet or agree to underlet the whole or any part of the Demised Premises before the Satisfaction Date except by way of agricultural tenancies or permit another to occupy grazing licences of agricultural land which is not required for the whole or any operation of the power stations forming part of the Demised Premises; 6.2 3.12.7 Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation Satisfaction Date to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent or any part of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised Demised Premises except by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted an assignment or agricultural tenancy or grazing license permitted underlease by this Clause 3.12; 3.12.8 Not on or any other transmission after the Satisfaction Date to part with possession or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the possession or occupation of the whole or any part of the Demised Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers except by an assignment permitted by this Clause 3.12 or creates a legal estateby an underletting; 3.12.9 Not to assign or agree to assign the Demised Premises before the Satisfaction Date unless: (i) the assignee or any person guaranteeing its

Alienation. 6.1 (A) Not to hold on trust dispose of and to procure that there shall be no disposal of a Relevant Interest in the Demised Premises or any part of the Demised Premises such as falls within paragraph 1(6)(ii) of Part I of Schedule 1 to the deed of debenture dated 1 November 1990 and entered into between National Power PLC and The Secretary of State for another Energy prior to 31 March 2000; (B) Not before the Satisfaction Date to assign charge underlet agree to assign charge or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) underlet part with possession share the possession or share possession occupation of or otherwise dispose of or deal in any way with the whole or any part of the Demised Premises except by way of agricultural tenancies or permit another to occupy grazing licences of agricultural land which is not required for the whole or any operation of the power stations forming part of the Demised Premises; 6.2 (C) Not on or after the Satisfaction Date to assign or underlet charge or agree to assign or charge part only of the Demised Premises and not to charge the whole or any being a part of the Premises 6.3 Not to assign or underlet other than the whole of the Premises Ironbridge Power Station or Rugeley B Power Station or West Burton Power Station (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Leasepermitted part); (iiiD) if Not on or after the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms Satisfaction Date to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Demised Premises except by an assignment permitted by this Clause 3.11 or by an underletting; (E) Not on or after the Satisfaction Date to assign or agree to assign the whole or a permitted part of the Demised Premises unless: (i) the assignee covenants with the Landlord to pay the rents and observe and perform the Tenant's covenants in this Sub-Lease (in the case of assignment of a Group Company permitted part in so far as they relate to the permitted part) during the residue of the Term or until released pursuant to the 1995 Act; (ii) the Tenant enters into an agreement guaranteeing the performance of the Tenant's covenants in this Sub-Lease (in the case of assignment of a permitted part in so far as they relate to the permitted part) by the assignee including the provisions set out in the Sixth Schedule to the extent permitted by the 1995 Act; (iii) such other persons as the Landlord reasonably requires act as guarantors for the assignee and enter into direct covenants with the Landlord to perform the terms of this Sub-Lease (in the case of assignment of a permitted part in so long far as both companies shall remain members they relate to the permitted part) including the provisions set out in the Sixth Schedule; (F) Without prejudice to the foregoing provisions not on or after the Satisfaction Date to assign the whole or a permitted part of that group and otherwise than in a manner that transfers the Demised Premises without the Landlord's written consent (not to be unreasonably withheld or creates a legal estatedelayed);

Alienation. 6.1 (a) Not to hold on charge the Demised Premises without the prior written consent of the Landlord nor to assign or charge the Demised Premises in any part less than the whole (b) Not to execute any declaration of trust for another with regard to the Demised Premises or (save pursuant to a transaction permitted by and effected in accordance with the provisions of any part thereof or this Lease (c) Not to part with or share possession or occupation of the Demised Premises or any part thereof other than in a manner permitted by this Clause 4.23 (d) Not to share occupation of the Demised Premises or any part thereof Provided that subject to the Tenant giving not less than 14 days’ prior written notice to the Landlord in writing of the identity of the company and of the part of the Demised Premises affected (if less than the whole) the Tenant may share occupation of the Demised Premises or the relevant part thereof with some other company within the same group of companies (within the meaning of Section 42 of the Landlord and Tenant Act 1954) as the Tenant and for so long only as such company shall remain within such group and on terms whereby such company is not given exclusive occupation of the Demised Premises or any part thereof and no relationship of landlord and tenant is created Provided that any rent or other payment received by the Landlord from any such company shall be deemed to have been paid by such company as agent for the Tenant (e) Not to underlet or permit to be underlet any part or parts of the Demised Premises which is not a Permitted Part and not to create more than three separate underlettings in the Demised Premises (i) Not to underlet the Demised Premises or any Permitted Part thereof nor to permit the creation of any derivative underlease:- (A) at a fine or premium or any other consideration or at a rent which at the commencement of the term of such underletting is less than the full rack rental value thereof without fine premium or any other consideration (B) at a rent payable more than two quarters in advance (C) other than on terms which shall contain provisions for review of the rent thereby reserved at such intervals no less frequent than shall be normal in the market for similar property at the time of the grant thereof having regard to the terms of the proposed underlease (D) other than on terms which shall incorporate such provisions as are necessary to ensure that any such underlease or derivative underlease is consistent with and in all respects no more or less onerous than the provisions of this Lease including (but without prejudice to the generality of the foregoing) provisions similar to those contained in this sub-clauses 4.23(f) and 4.23(h) (E) Not to underlet the whole or any part of the Demised Premises without ensuring that any immediate or derivative underlease shall be granted pursuant to an Order of a Court of competent jurisdiction permitting the exclusion of the provisions of Sections 24 - 28 inclusive of the Landlord and Xxxxxx Xxx 0000 (as amended) in relation to any such underlease and the tenancy created thereby and that the same shall provide accordingly (ii) Not at any time during the Term to be a party or privy to an agreement or arrangement for commutation in whole or in part of the rent reserved by any underlease in consideration of the payment of a lump sum or any other consideration (iii) Not upon a review of the rent reserved by any underlease of the whole or any part of the Demised Premises to agree the amount of any such reviewed rent without the prior written consent of the Landlord (such consent not to be unreasonably withheld) (g) Not to assign the whole of the Demised Premises:- (i) without obtaining from the assignee a covenant by deed with the Landlord to pay the Basic Rent and all other rents reserved by this Lease and to observe and perform all the covenants on the part of the Tenant and conditions contained in this Lease for the residue of the Term and (ii) if the assignee is a corporate body and the Landlord shall so require without obtaining from a Surety or permit another Sureties reasonably acceptable to occupy the Landlord a full guarantee of the covenants of the assignee by deed in such form as shall be reasonably required by the Landlord (h) Not to underlet the Demised Premises without obtaining from the underlessee:- (i) a covenant by deed with the Landlord that the underlessee will throughout the term granted by the underlease:- (A) (in the case of an underletting of the whole of the Demised Premises) observe and perform all the covenants and conditions on the part of the Tenant (other than the covenant to pay the Basic Rent) contained in this Lease (B) (in the case of an underletting of part only of the Demised Premises) observe and perform all the covenants and conditions on the part of the tenant (other than the covenant to pay rent) contained in the underlease (C) not assign part only of the premises demised by the underlease (D) not assign the whole or sub-let or part with possession or occupation of the whole or any part of the Premisespremises demised by the underlease except in a manner and on terms permitted by this Clause 4.23 nor without first obtaining the written consent of the Landlord under this Lease which consent shall subject to compliance with such requirements not be unreasonably withheld or delayed 6.2 (E) procure that any derivative interest created out of such underlease shall contain provisions equivalent to those contained in sub-clauses 4.23(h)(i)(A) to 0) above (ii) a covenant from the underlessee in the underlease (which covenant the Tenant shall use best endeavours to enforce) in the terms of sub-clauses 4.23(h) (i) (C) @) and (E) above (i) Upon every application for consent required by this Clause 4.23 to disclose to the Landlord such information including as to the terms proposed as the Landlord may reasonably require (j) Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Demised Premises (i) or underlet any part or parts thereof otherwise than in accordance with nor without in each and every such case first complying with the foregoing provisions and subject thereto not without obtaining the prior written consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estatedelayed

Alienation. 6.1 3.16.1 Not at any time during the Term to hold on trust for another assign underlet share or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) part with possession or share possession occupation on of the whole Premises or any part thereof or any interest therein for all or any part of the Premises Term except by way of an assignment or permit another to occupy the whole or any part underlease of the Premises 6.2 Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises or an underletting (ior in the case only of an underlease of the whole of the Premises a subunderletting) without of a self-contained unit (as defined in Clause 3.16.5 below) within the prior consent Premises and then in each case only with the licence in writing of the Landlord which consent Lessors (for so long as the reversion hereto is vested in the Mayor and Commonalty and Citizens of the City of London either under their seal or the hand of the Comptroller and City Solicitor) but so that a licence for an assignment or underlease or sub-underlease of the whole of the Premises or an underlease or sub-underlease of a self contained unit shall not (subject to the terms hereinafter appearing) be unreasonably withheld or delayed nor Provided That there shall not be more than six (ii6) without first complying with occupiers (including the other provisions of this paragraph 6 6.4 That no interest (howsoever remoteLessee) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than any one time And Provided Further That the rent for Lessee may share the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and Premises with a group company (ii) provisions to be approved by as defined in Section 42 of the Landlord to and Tenant Act 1954) provided that no relationship of landlord and tenant is created 3.16.2 In the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice case of a proposed assignment (and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and purposes of section 19 (iii1) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments Landlord Tenant Act 1927 (as may be necessary to take account of changes in law since amended) ('the date of this Lease or such amendments as the Landlord reasonably requires. (ii1927 Act') In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of and the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment ('the 1995 Act') such licence may be granted subject to any one or more of the following conditions to be satisfied prior to any such assignment:- 3.16.2.1 that the assignee shall have entered into direct covenants with the Lessors to perform and observe all the tenant covenants of this Lease; tenancy as defined in the 1995 Act (iii'the tenant covenants') if during the Landlord reasonably requires residue of the Tenant shall procure an acceptable guarantor Term or guarantors for until the assignee who shall (jointly is released from such performance and severally if more than one) covenant as a primary obligation observance in accordance with the Landlord in identical terms to clause 6 or in terms from time to time 1995 Act 3.16.2.2 that if reasonably determined so required by the Landlord; Lessor the intending assignor shall have entered into an authorised guarantee agreement (ivas defined in Section 16 of the 1995 Act) if reasonably required with the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine Lessors in such form as the Landlord Lessors reasonably require and which shall be prepared by or on behalf of the Lessors at the cost of the intending assignor (such costs to be reasonable and proper) 3.16.2.3 that if reasonably so required by the Lessors any guarantor of the Lessee's obligations under this Lease shall have guaranteed to the Lessors that the intending assignor will comply with the terms and conditions of the said authorised guarantee agreement on such terms and in such form as the Lessors reasonably require 3.16.2.4 that if reasonably so required by the Lessors the proposed assignee shall have procured covenants with the Lessors in the licence to assign by a guarantor or guarantors (not being the intending assignor or any guarantor for the intending assignor) acceptable to the Lessors (acting reasonably) in such form as the Lessors may reasonably require and to include provision that in the event of disclaimer of this Lease by any liquidator or trustee in bankruptcy of the assignee the guarantor will if required (and requested within 90 days of such disclaimer) take up a new lease upon the same terms and at the same rent as this Lease for the unexpired residue of the Term 3.16.2.5 that if reasonably so required by the Lessors the proposed assignee shall have provided a deposit to the Lessors of such sum (being not less than three months of the then Yearly Rent together with any Value Added Tax thereon) and on such terms as the payment by way of cleared funds Lessors may reasonably require as additional security for the discharge of the Lessee's obligations under this Lease 3.16.3 For the purposes of section 19 (1) (a) of the 1927 Act and otherwise it is hereby agreed that such licence may be withheld in any one or more of the following circumstances:- 3.16.3.1 where an undertaking to pay all reasonable legal and surveyors costs of the Lessors together with disbursements and Value Added Tax arising on the application for consent to such assignment (whether or not consent is granted) has been requested but not given to the Lessors 3.16.3.2 while any sums due from the Lessee to the Lessors under this Lease remain unpaid (save when a bona fide dispute in respect of any such sum specified is in progress) 3.16.3.3 where the Lessee is in material breach of the covenants and conditions on the part of the Lessee herein contained 3.16.4 Every such underlease or sub-underlease as aforesaid shall: 3.16.4.1 not be granted in consideration of a fine or premium 3.16.4.2 be granted at the rack rent deposit deed if (reasonably required to do so by the Landlord; (v) before obtainable as at the date of the assignment, underletting such expression being as defined at sub clause 2.1 at the Tenant gives Fourth Schedule) such rent not to be payable more than one quarter in advance subject to review in the Landlord a copy same manner as the Yearly Rent 3.16.4.3 contain covenants on the part of the health and safety file required to be maintained under the CDM Regulations containing full details underlessee or sub-underlessee against alienation except by way of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet assignment or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation underletting of the whole thereof (ii) not to assign such save in the case of an underlease except with the prior written consent of the Landlord whole of the Premises which shall not be unreasonably withheld and (iiicontain a covenant against alienation reflecting the provisions of clause 3.16.1 above) and a covenant to observe and perform and observe the covenants contained in on the part of the Lessee under this Lease (save as other than those relating to payment of rentthe Yearly Rent and other sums due under this Lease from the Lessee to the Lessors 3.16.4.4 contain covenants to produce within one month next after the making thereof (without any demand by any person) so far as for registration at the same affect office of the Comptroller and City Solicitor a certified copy of every assignment of the sub-demised premises to be demised and every sub-demise (or the counterpart thereof) mortgage charge by such underlease 6.8 To enforce way of legal mortgage probate letters of administration and other disposition of the performance Premises made by the subtenant of underlessee or the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect persons deriving title under him and to pay the Landlord’s solicitors reasonable charges costs of the Comptroller and City Solicitor being not less than (pounds)30 plus Value Added Tax for the registration of every such documentassignment or sub-demise and 6.10 Notwithstanding 3.16.4.5 in the provisions case of paragraph 6.1 an underletting or sub-underletting of a self contained unit only validly provide that the Tenant may share the occupation operation of the Landlord and Tenant Act 1954 Sections 24-28 (inclusive) is exluded in relation to the tenancy created by each and every permitted underletting or sub-underletting 3.16.5 For the purposes of Clause 3.16.1 above 'a self-contained unit' means either a whole floor or any a part of a floor that either has direct access to the Premises with lifts or to a Group Company for so long lobby serving the lifts 3.16.6 Not to release or waive any such covenant as both companies shall remain members aforesaid but by all reasonable means in the power of that group the Lessee (taking account of the particular circumstances) to enforce the performance thereof by every such underlessee and otherwise than in a manner that transfers or creates a legal estatethe persons deriving title under him

Alienation. 6.1 16.1 Not to hold on trust for another or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) assign, sublet, charge, mortgage, part with or share possession or occupation of the whole or any part or parts (as distinct from the whole) of the Premises or permit another any company or person to occupy the whole or any part of the Premisessame. 6.2 16.2 Not to assign or underlet sublet, part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the share possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign of the Premises as a whole it shall (on each occasion) first procure that or permit any intended assignee shall covenant directly with company or person to occupy the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment same save by way of cleared funds an subletting of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date whole of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant in accordance with the Landlord following sub-paragraphs. (i) not 16.2.1 Prior to assign mortgage charge underlet subletting or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the sharing possession or occupation of the whole thereofPremises the Tenant must give at least one weeks' notice to the Landlord and any tenant or occupier must covenant to abide by the rules and decisions of the Residents Association and the Principles of Co-Housing. 16.2.2 Any subletting must be by means of an assured shorthold tenancy agreement or such other form of agreement (iiprovided in advance by the Landlord) which does not create any rights of tenancy or security of tenure for the tenant after the term of any such agreement shall have expired. 16.2.3 On each anniversary of the commencement of any subletting the Tenant shall pay to the Residents Association 1% of the annual rent payable under the subletting agreement. 16.3 Not to assign such underlease except with the prior written whole of the Premises at any time during the Term without first obtaining the consent in writing of the Landlord which shall not be unreasonably withheld andor delayed save that the following conditions shall apply: 16.3.1 It shall be a condition of the consent that the share or shares held by the Tenant in the Management Company or the Management Company's successors in title shall on completion of the assignment or transfer be transferred to the assignee or transferee for a consideration of one pound (iii£1) and there shall be a requirement by the assignee or transferee to perform become a member of the Residents Association for a consideration of one pound (£1). 16.3.2 At least four weeks prior to any sale or transfer of the Premises (the "Offer Period") the Tenant must post by recorded delivery addressed to the Landlord at its usual address an offer in writing to sell the Premises to the Landlord or any nominee of the Landlord at the price the Tenant reasonably expects to achieve in the open market ("the Price") if the offer is not unconditionally accepted during the Offer Period or if the Landlord shall fail to complete the purchase within 28 days of the expiry of the Offer Period the Tenant can sell or transfer the Premises to any other interested party but for a price not lower than the Price unless a further notice is served pursuant to this sub-clause at a new Price. 16.3.3 On completion of the transfer the Tenant shall procure from the transferee and observe deliver to the covenants Landlord a Deed of Covenant in the form set out in the Ninth Schedule. 16.3.4 On completion of a transfer of the Premises the transferee shall pay to the Landlord the sum of 0.5% (point five per cent) of the eventual gross sale price achieved as a contribution towards the Landlord's management expenses and the transferee shall pay to the Cohousing Development Company Limited the sum of 0.5% (point five percent) of the eventual gross sale price achieved as a contribution towards the development of Co-Housing generally. 16.3.5 The Landlord and Tenant shall apply to HM Land Registry for the following restriction to be placed on their respective titles: "no transfer in respect of this title shall be registered by the Land Registry without a certificate signed by the secretary for the time being of the Management Company confirming that the requirements of clause 16.3 of the Fourth Schedule have been complied with". 16.3.6 The Landlord and Tenant shall apply to HM Land Registry for the following restriction to be placed on their respective titles: "no transfer in respect of this title shall be registered by the Land Registry without a certificate signed by the secretary of the Cohousing Development Company Limited confirming that the requirements of clause 16.3 of the Fourth Schedule have been complied with". 16.4 To procure that any transfer, assent or disposition of this Lease shall contain a covenant by the transferee devisee or disponee in terms of the preceding subclause 16.4. 16.5 During such period as the Tenant retains any estate or interest in the Premises not to resign from or dispose of the rights attaching to his membership of the Management Company to any person other than a mortgagee of the Premises. 16.6 If the Tenant is not a member of the Management Company: 16.6.1 to carry out the obligations attaching to members of the Management Company under its articles of association; 16.6.2 upon being requested by the Landlord or the Management Company to apply to become registered as a member of the Management Company in any manner authorised by that company's articles of association. 16.7 In the event of any breach, non-performance or non-observance of any of the covenants, conditions, agreements and provisions contained or referred to in this Lease (save as to payment of rent) so far as by any subtenant forthwith upon discovering the same affect the premises to be demised by take and institute all necessary steps and proceedings to remedy such underlease 6.8 To enforce the breach, non-performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estatenon-observance.

Alienation. 6.1 5.17.1 Not to hold on trust for another or assign this Lease in part nor sub-let part only of the Premises nor (save other than pursuant to a transaction permitted by and effected in accordance with the provisions following paragraphs of this Leaseclause 5.17) to part with or share possession of the whole or any part of the Premises or permit another to occupy the whole or any part of the Premises 6.2 Not to assign or underlet part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign the Premises as a whole it shall (on each occasion) first procure that any intended assignee shall covenant directly with the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment by way of cleared funds of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant with the Landlord - (i) not to assign mortgage charge underlet or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the possession or occupation of the whole thereof (ii) not to assign such underlease except with the prior written consent of the Landlord which shall not be unreasonably withheld and (iii) to perform and observe the covenants contained in this Lease (save as to payment of rent) so far as the same affect the premises to be demised by such underlease 6.8 To enforce the performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises nor to charge nor grant rights over the same in favour of third parties, except with the prior written consent of the Landlord. 5.17.2 Not to assign this Lease in whole nor sub-let the whole of the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld in the case of a Group Company for so long responsible and respectable assignee or sub-tenant of sound financial standing and demonstrably capable of fulfilling the Tenant's obligations under this Lease and provided that in the case of a sub-letting, the rent payable under such sub-lease shall be no less than the then market rent of the Premises (as both companies "market rent" is defined in Clause 3 hereof) and shall remain members be payable not more frequently than monthly in advance and shall be subject to review on the Review Dates in an upwards direction only and any such sub-lease shall contain obligations incumbent upon the sub-tenant similar to and consistent with the obligations undertaken by the Tenant under this Lease and shall include an obligation (a) not to assign the sub-tenant's interest under such sub-lease without the prior written consent of that group the Landlord (which consent will not be unreasonably withheld) and otherwise than (b) not to further sub-let or in any way deal with the sub-tenant's interest under such sub-lease without the prior written consent of the Landlord. 5.17.3 Within 21 days after every permitted assignation, charge, sub-lease or other devolution of the Tenant's interest in the Lease as aforesaid to deliver a manner that transfers certified copy of the deed or creates instrument effecting same to the Landlord and within a legal estatefurther 12 weeks to deliver 2 official Extracts thereof from the Books of Council and Session.

Alienation. 6.1 16.1 Not to hold on trust for another or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) assign, sublet, charge, mortgage, part with or share possession or occupation of the whole or any part or parts (as distinct from the whole) of the Premises or permit another any company or person to occupy the whole or any part of the Premisessame. 6.2 16.2 Not to assign or underlet sublet, part only of the Premises and not to charge the whole or any part of the Premises 6.3 Not to assign or underlet the whole of the Premises (i) without the prior consent in writing of the Landlord which consent shall not be unreasonably withheld or delayed nor (ii) without first complying with the other provisions of this paragraph 6 6.4 That no interest (howsoever remote) derived out of the Term shall be created in respect of the whole or any part of the Premises upon payment of a fine or premium or at a rent less than the rent for the time being payable under this Lease or so that the rent shall be payable more than three months in advance or save by instrument in writing containing the following - (i) an absolute prohibition against any assignment charge underlease or parting with or sharing the possession or occupation of part only of the premises comprised in such interest and against any underlease or parting with or sharing the share possession or occupation of the whole thereof and (ii) provisions to be approved by the Landlord to the effect that the rent thereby reserved shall be subject to review at times to be approved by the Landlord to the intent that the rent shall be revised on such dates as may accord with current market practice and in any event on such dates as the rent may fall to be revised under this Lease (if applicable) and to the intent that the rent payable on and after any review date until any subsequent review date shall not be less than the highest open market rent obtainable without taking a fine or premium and shall in no case be less than the rent payable immediately prior to such review or less than the rent payable for the time being hereunder and (iii) covenants rights and conditions similar to those contained in this Lease 6.5 If the Tenant shall desire to assign of the Premises as a whole it shall (on each occasion) first procure that or permit any intended assignee shall covenant directly with company or person to occupy the Landlord during the residue of the term then subsisting to pay the rent hereby reserved and to observe and perform the covenants and conditions herein contained and the Landlord shall be entitled to impose all or any of the matters set out in paragraph 6.6 as a condition of its consent. 6.6 The conditions mentioned in paragraph 6.5 are - (i) the Tenant and any ‘relevant former tenant’ (defined below) executes and delivers to the Landlord an authorised guarantee agreement before the earlier of (a) any assignment; and (b) the giving of occupation to the assignee. Any authorised guarantee agreement required pursuant to this paragraph 6.6 is to be in terms set out in Part VII of the Schedule subject only to such amendments as may be necessary to take account of changes in law since the date of this Lease or such amendments as the Landlord reasonably requires. (ii) In this paragraph 6.6 ‘relevant former tenant’ means any former tenant who by virtue of the Landlord and Tenant (Covenants) Act 1995 section 11 was not released on an earlier assignment of this Lease; (iii) if the Landlord reasonably requires the Tenant shall procure an acceptable guarantor or guarantors for the assignee who shall (jointly and severally if more than one) covenant as a primary obligation with the Landlord in identical terms to clause 6 or in terms from time to time reasonably determined by the Landlord; (iv) if reasonably required the assignee executes and delivers to the Landlord prior to the assignment a rent deposit deed for such sum as the Landlord may reasonably determine in such form as the Landlord may reasonably require together with the payment same save by way of cleared funds an subletting of the sum specified in the rent deposit deed if reasonably required to do so by the Landlord; (v) before the date whole of the assignment, the Tenant gives to the Landlord a copy of the health and safety file required to be maintained under the CDM Regulations containing full details of all works undertaken to the Premises by the Tenant; 6.7 If the Tenant shall desire to underlet the Premises as a whole it shall on each occasion first procure that any intended underlessee shall covenant in accordance with the Landlord following sub-paragraphs. (i) not 16.2.1 Prior to assign mortgage charge underlet subletting or part with or share the possession or occupation of part only of the premises to be demised by such underlease and not to underlet or part with or share the sharing possession or occupation of the whole thereofPremises the Tenant must give at least one weeks' notice to the Landlord and any tenant or occupier must covenant to abide by the rules and decisions of the Residents Association and the Principles of Co-Housing. 16.2.2 Any subletting must be by means of an assured shorthold tenancy agreement or such other form of agreement (iiprovided in advance by the Landlord) which does not create any rights of tenancy or security of tenure for the tenant after the term of any such agreement shall have expired. 16.2.3 On each anniversary of the commencement of any subletting the Tenant shall pay to the Residents Association 1% of the annual rent payable under the subletting agreement. 16.3 Not to assign such underlease except with the prior written whole of the Premises at any time during the Term without first obtaining the consent in writing of the Landlord which shall not be unreasonably withheld andor delayed save that the following conditions shall apply: 16.3.1 It shall be a condition of the consent that the share or shares held by the Tenant in the Management Company or the Management Company's successors in title shall on completion of the assignment or transfer be transferred to the assignee or transferee for a consideration of one pound (iii£1) and there shall be a requirement by the assignee or transferee to perform become a member of the Residents Association for a consideration of one pound (£1). 16.3.2 At least four weeks prior to any sale or transfer of the Premises (the "Offer Period") the Tenant must post by recorded delivery addressed to the Landlord at its usual address an offer in writing to sell the Premises to the Landlord or any nominee of the Landlord at the price the Tenant reasonably expects to achieve in the open market ("the Price") if the offer is not unconditionally accepted during the Offer Period or if the Landlord shall fail to complete the purchase within 28 days of the expiry of the Offer Period the Tenant can sell or transfer the Premises to any other interested party but for a price not lower than the Price unless a further notice is served pursuant to this sub-clause at a new Price. 16.3.3 On completion of the transfer the Tenant shall procure from the transferee and observe deliver to the covenants Landlord a Deed of Covenant in the form set out in the Ninth Schedule. 16.3.4 On completion of a transfer of the Premises the transferee shall pay to the Landlord the sum of 0.5% (point five per cent) of the eventual gross sale price achieved as a contribution towards the Landlord's management expenses and the transferee shall pay to the Cohousing Development Company Limited the sum of 0.5% (point five percent) of the eventual gross sale price achieved as a contribution towards the development of Co-Housing generally. 16.3.5 The Landlord and Tenant shall apply to HM Land Registry for the following restriction to be placed on their respective titles: "no transfer in respect of this title shall be registered by the Land Registry without a certificate signed by the secretary for the time being of the Management Company confirming that the requirements of clause 16.3 of the Fourth Schedule have been complied with". 16.3.6 The Landlord and Tenant shall apply to HM Land Registry for the following restriction to be placed on their respective titles: "no transfer in respect of this title shall be registered by the Land Registry without a certificate signed by the secretary of the Cohousing Development Company Limited confirming that the requirements of clause 16.3 of the Fourth Schedule have been complied with". 16.4 To procure that any transfer, assent or disposition of this Lease shall contain a covenant by the transferee devisee or disponee in terms of the preceding subclause 16.4. 16.5 During such period as the Tenant retains any estate or interest in the Premises not to resign from or dispose of the rights attaching to his membership of the Management Company to any person other than a mortgagee of the Premises. 16.6 If the Tenant is not a member of the Management Company: 16.6.1 to carry out the obligations attaching to members of the Management Company under its articles of association; 16.6.2 upon being requested by the Landlord or the Management Company to apply to become registered as a member of the Management Company in any manner authorised by that company's articles of association. 16.7 In the event of any breach, non-performance or non-observance of any of the covenants, conditions, agreements and provisions contained or referred to in this Lease (save as to payment of rent) so far as by any subtenant forthwith upon discovering the same affect the premises to be demised by take and institute all necessary steps and proceedings to remedy such underlease 6.8 To enforce the breach, non-performance by the subtenant of the obligations on its part contained in any underlease and not to waive either expressly or by implication any breach of the same and not to vary the terms of any underlease without the prior written consent of the Landlord which shall not be unreasonably withheld 6.9 Within one month of any permitted assignment or permitted underlease or any other transmission or other devolution relating to the Premises to produce for registration with the Landlord’s solicitor such deed or document or a true copy of it duly certified by a solicitor to that effect and to pay the Landlord’s solicitors reasonable charges for the registration of every such document 6.10 Notwithstanding the provisions of paragraph 6.1 the Tenant may share the occupation of the whole or any part of the Premises with a Group Company for so long as both companies shall remain members of that group and otherwise than in a manner that transfers or creates a legal estatenon- observance.