Common use of Alienation Clause in Contracts

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 Not to assign underlet or charge part only of the Premises save that the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied with 4.7.3 Not to assign this Lease without the consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 Not to underlet the whole of the Premises or any contiguous part of not less than 10,000 square feet without the consent of the Landlord (such consent not to be unreasonably withheld or delayed) 4.7.5 On the grant of an underlease to obtain covenants by deed from the underlessee direct with the Landlord in such form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On the grant of any underlease 4.7.6.1 to include provisions for the revision of the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Lease 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve a rent which is not less than the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.

Alienation. 4.7.1 5.9.1 Not to hold the Premises on trust for anotheranother or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this Lease) part with the possession of the whole or any part of the Premises or permit another to occupy the whole or any part of the Premises 4.7.2 5.9.2 Not to assign underlet or charge part only of the Premises save that and not to underlet the Tenant may underlet part whole of the Premises 5.9.3 Not to assign or charge the whole of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied with 4.7.3 Not to assign this Lease without the prior consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 5.9.4 Not to underlet the whole part only of the Premises or any contiguous part of not less than 10,000 square feet without first having obtained the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed)) subject to the provisions of clauses 5.9.8 to 5.9.13 hereof 4.7.5 5.9.5 Prior to any permitted assignment to procure that the assignee enters into direct covenants with the Landlord to perform and observe all the Tenant's covenants and all other provisions during the residue of the Term 5.9.6 On a permitted assignment to a limited company and if the grant Landlord shall so reasonably require to procure that at least two directors of an underlease the company or some other guarantor or guarantors reasonably acceptable to obtain the Landlord enter into direct covenants by deed from the underlessee direct with the Landlord in such the form as of the Guarantor's covenants contained in this Lease with "the Assignee' substituted for "the Tenant" 5.9.7 Prior to the completion of a permitted assignment to execute and deliver to the Landlord may require that a Deed of Guarantee (being an Authorised Guarantee Agreement within Section 16 of the underlessee will:Landlord and Tenant (Covenants) Act 1995) in a form reasonably required by the Landlord 4.7.5.1 5.9.8 That each and every permitted underlease shall be granted without any fine or premium at a rent not assign sub-underlet or charge part only less (proportionately) than the then open market rental value of the premises such rent being payable in advance on the days on which Rent is payable under this Lease and shall contain provisions reasonably approved by the Landlords: 5.9.8.1 prohibiting the undertenant from doing or allowing any act or thing in relation to The underlet and not sub-underlet the whole premises inconsistent with or in breach of the premises underlet 4.7.5.2 not part with or share possession or occupation provisions of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On 5.9.8.2 for re-entry by the grant underlandlord on breach of any underlease 4.7.6.1 to include provisions for the revision of the rent reserved covenant by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Leaseundertenant 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve a rent which is not less than the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be 5.9.8.3 imposing an absolute prohibition on against all disposition of or other dealings whatever with the Premises other than an assignment underletting of part or whole charge of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.whole

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 4.21.1 Not to assign underlet or charge share (save as hereinafter provided) or part only with the possession or occupation of the Premises save that the Tenant may underlet any part of the Premises if nor to permit any such underletting is of dealing under a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withpermitted underlease 4.7.3 4.21.2 Not to assign this Lease without the consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld hold or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 Not to underlet the whole of occupy the Premises or any contiguous part as nominee trustee or agent or otherwise for the benefit of not less than 10,000 square feet any other person 4.21.3 Not to assign the Premises without the prior consent in writing of the Landlord (such consent not to be unreasonably withheld or delayed) where the provisions hereinafter contained are satisfied.) 4.7.5 4.21.4 On any assignment: (a) lf the assignee (taking into account the covenant strength of any guarantor or other additional security provided by such assignee) is of less financial standing than the original Tenant at the date of the grant of this Lease the Tenant will enter into an underlease Authorised Guarantee Agreement which will be prepared by or on behalf of the Landlord and at the reasonable cost of the Tenant and under which the assignor will agree (inter alia) with the Landlord: (i) that it is liable as sole or principal debtor in respect of all obligations to obtain covenants be owed by deed the assignee under the Tenant Covenants (as defined in Section 28 of the Act) in this Lease (ii) to be liable as guarantor in respect of the assignee’s performance of the Tenant Covenants (as above defined) in this Lease (provided that such liability shall be no more onerous than the liability to which the assignor would be subject in the event of its being liable as sole or principal debtor in respect of the obligations owed by the assignee under the said Tenant Covenants) (iii) in the event of this Lease being disclaimed to enter into a new lease of the Premises the term of which shall expire simultaneously with the date upon which (but for any disclaimer) this Lease would have expired by effluxion of time (and not by any other means) and the Tenant Covenants shall be identical to (mutatis mutandis but in any event no more onerous than) the Tenant Covenants in this Lease and if the Landlord does not require the assignor to accept a new lease of the Premises within 90 days of the date of the disclaimer then to pay to the Landlord within seven days of written demand an amount equal to the rents for the period commencing on the date of such disclaimer (allowance being made for any sums actually received from the underlessee direct then tenant) and ending on whichever is the earlier of the following dates:- (a) the date six months after the date of the disclaimer; and (b) the date (if any) upon which the Premises are re-let in full and final settlement for any liability of the assignor to the Landlord pursuant to the Authorised Guarantee Agreement (b) if it is reasonable of the Landlord to require the same the Tenant shall obtain an acceptable guarantor or guarantors for any person to whom this Lease is to be assigned who will covenant with the Landlord on the terms (mutatis mutandis) set out in the Third Schedule (c) if it is reasonable of the Landlord to require the same the proposed assignee will prior to the assignment enter into such form reasonable rent deposit arrangement and/or provide such additional security for performance by the proposed assignee of its obligations under this Lease as the Landlord may require that reasonably require (d) the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only of proposed assignee shall enter into a covenant with the premises underlet Landlord to pay the rents reserved by and not sub-underlet perform and observe the whole of covenants on the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On the grant of any underlease 4.7.6.1 to include provisions for the revision of the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent Tenant contained in this Lease 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve a rent which is not less than the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 3.10.1 Not to assign underlet or charge part only of the Premises save that Premises. 3.10.2.1 Not to assign or charge the Tenant may underlet part whole of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied with 4.7.3 Not to assign this Lease without the consent of the Landlord but but, subject to the operation of the following provisions of this clause 4.7.3 3.10.2, such consent is not to be unreasonably withheld withheld. 3.10.2.2 For the purposes of sub-section 19(1)(A) Landlord and Tenant Act 1927 (as amended) xxx xx xxxxxxxx to any other condition or delayed 4.7.3.1 In addition to reasonable grounds requirement which the Landlord may reasonably impose or any objection which the Landlord may reasonably make the Landlord may withhold its consent to an application assignment of the Premises in any one or more of the following circumstances: (a) where the proposed assignee is a Group Company except where that Group Company is of equal or greater financial standing than the Tenant; (b) where in the reasonable opinion of the Landlord the proposed assignee is not of sufficient financial standing to enable it to comply with the Tenant's covenants in this Lease; (c) where the proposed assignee enjoys diplomatic or state immunity but this circumstance shall not apply where the proposed assignee is the Government of the United Kingdom or any department therof; (d) where in the reasonable opinion of the Landlord the value of the Landlord's interest in the Premises would he diminished or otherwise adversely affected by the Tenant for licence proposed assignment on the assumption (whether or not a fact) that the Landlord wished to assign sell its reversion the day following completion of the assignment of this Lease unless (for to the proposed assignee. 3.10.2.3 For the purposes of s 19(1 Asub-section 19(1)(A) of the Landlord and Tenant Act 19271927 (as amended) xxx xx xxxxxxxx to any other condition or requirement which the Landlord may reasonably impose, the consent of the Landlord to an assignment of the Premises may be granted subject to any one or more of the following conditions: (a) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at delivery by the time of the assignment there are no arrears of rent or other monies properly due under this Lease Tenant to the Landlord 4.7.3.1.2 at the time Landlord of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as 2; (b) the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable payment to the Landlord (unless it is the assignee of all rents referred to in clause 2 which have fallen due under this Lease or it would be required under the terms any other deed supplemental to or in pursuance of this Lease prior to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment; 4.7.4 Not to underlet (c) the whole remedying of the Premises any subsisting material or persistent breach of any Tenant's covenant or condition in this Lease or any contiguous part other deed supplemental to or in pursuance of not less than 10,000 square feet without the consent of this Lease; (d) where the Landlord (such consent not reasonably so requires the delivery to be unreasonably withheld the Landlord of a deed of guarantee entered into by one or delayed) 4.7.5 On the grant of an underlease more third party guarantors reasonably acceptable to obtain covenants by deed from the underlessee direct with the Landlord in the form contained in Schedule 5 Part 1 of this Lease; (e) where the Landlord reasonably so requires the delivery to the Landlord of a rent deposit deed entered into by the proposed assignee (in such reasonable form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part from time to time reasonably determine) together with or share possession or occupation of the whole or any part of the premises underlet nor grant payment to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On the grant of any underlease 4.7.6.1 to include provisions for the revision of the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Lease 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve a rent which is not less than the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under cleared funds of such sum as the Landlord may reasonably determine provided always that this clause 4.7 4.7.7.2 shall not exceed six months rent); PROVIDED THAT the Landlord shall not be entitled to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 require both a guarantee (as referred to grant in paragraph (d) above) and a rent deposit (as referred to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.paragraph (e) above)

Alienation. 4.7.1 18.1 Not to hold part with or share possession or occupation of the whole of the Premises on trust for anotherexcept by way of an assignment or underlease in accordance with the provisions of this paragraph 18 4.7.2 18.2 Not to assign underlet any part or charge part only parts of the Premises save that as distinct from the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withwhole 4.7.3 18.3 Not to assign this Lease without the consent of the Landlord but subject to the operation of Premises except where the following provisions of this clause 4.7.3 such conditions are fulfilled: 18.3.1 prior to any assignment the Tenant shall obtain the Landlord’s written consent is thereto which shall not to be unreasonably withheld or delayed 4.7.3.1 In addition 18.3.2 prior to any assignment the assignee shall have executed a deed containing a direct covenant with the Landlord in such form as shall be reasonably required having regard to the terms of such covenants prevalent at the time of the proposed assignment to pay the Rents and to perform and observe the covenants on the part of the Tenant and all other conditions and provisions contained in these Presents 18.3.3 the Landlord shall if it is reasonable grounds in all the circumstances at the time of the assignment to do so be entitled to require either: 18.3.3.1 any intended assignee to procure a guarantor or guarantors for such assignee reasonably acceptable to the Landlord and such guarantor or guarantors (if more than one jointly and severally) shall covenant by deed with the Landlord as a primary obligation on the terms of Schedule 10; or 18.3.3.2 that the intended assignee enter into a rent deposit deed and pay a rent deposit in respect of the tenant’s obligations in the Lease on such terms and of such sum as the Landlord may withhold its consent require acting reasonably but which will not be less than a sum equivalent to an application by the Tenant for licence 6 months Principal Rent plus VAT thereon nor more than a sum equivalent to assign this Lease unless (12 months Principal Rent plus VAT thereon. 18.4 The parties agree for the purposes of s Section 19(1 A) of the Landlord and Tenant Act 1927) Xxxxxx Xxx 0000 that the condition and criteria set out Landlord shall be entitled to withhold its consent to an assignment if the proposed assignee is not a person who in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time Landlord’s reasonable opinion is of sufficient financial standing to be able to comply with the obligations of the assignment there are no arrears of rent or other monies properly due Tenant under this Lease (but without prejudice to the Landlord’s right contemplated by paragraph 18.3 to withhold consent in other circumstances if it is reasonable to do so) 4.7.3.1.2 at the time 18.5 to require as a condition of assignment its consent that the Tenant enters into an authorised guarantee agreement within the operative provisions meaning of which are Section 16 of the Landlord and Tenant (Covenants) Xxx 0000 no later than the date of the instrument of assignment in respect of the form required performance by the assignee of the Tenant’s obligations contained in Schedule 5 Part 2 or this Lease, such authorised guarantee agreement to be in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member require in accordance with Section 16 of the Tenant’s Group said Act 18.6 Not to underlet any part or parts of the Tenant procures that another company Premises as distinct from the whole except in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would manner set out in this sub-paragraph namely: Not more than 2 separate units of accommodation may be required under the terms underlet and those shall be capable of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member separate beneficial occupation so that there may be not more than two occupiers of the Premises (including the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard ) at any guarantee being given on behalf of the proposed assignee.one time 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 18.7 Not to underlet the whole or any part of the Premises or any contiguous part of not less than 10,000 square feet without except where the following conditions are fulfilled: 18.7.1 The Landlord’s prior written consent of the Landlord (shall be obtained such consent not to be unreasonably withheld or delayed) 4.7.5 On 18.7.2 Each underlease shall be granted subject to the grant covenants on the part of an underlease the Tenant (other than the covenant to obtain covenants by deed from pay the underlessee direct with Rents) and the Landlord conditions and provisions contained in such form these Presents (so far as the Landlord may require that said covenants conditions and provisions are applicable or appropriate to the underlessee will: 4.7.5.1 premises thereby demised) and shall contain an unqualified covenant by the undertenant not assign sub-to charge underlet or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet thereby demised nor grant to third parties rights over them otherwise than assign any part or parts thereof and shall contain a qualified covenant by a permitted assignment 4.7.5.3 the undertenant not to assign the whole of the premises underlet thereby demised without obtaining the previous prior consent in writing of the Landlord under this Lease(such consent not to be unreasonably withheld or delayed) 4.7.6 On 18.7.3 Prior to the grant of any underlease 4.7.6.1 underlease the undertenant shall have executed a deed containing a direct covenant with the Landlord in such form as may reasonably be required (having regard to include provisions for the revision terms of such covenants prevalent as at the date of the rent reserved by proposed underlease to perform and observe all the covenants on the part of the Tenant (other than the covenant to pay the Rents) and all other conditions and provisions contained in these Presents so far as the said covenants conditions and provisions are applicable or appropriate to the premises thereby demised 18.7.4 Each underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Lease 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve shall be at a rent which is not less than the open market rent rental value (without taking or giving a fine or premium or other valuable consideration) reasonably obtainable for the underlet premises thereby demised at the time such underlease is granted 18.7.5 In no such underlease shall the rent be commuted or be payable more than one quarter in advance provided that for the avoidance of doubt this shall not preclude the grant of a reasonable rent free period for the underleasepurposes of fitting out. 4.7.6.4 18.7.6 Prior to include such covenants the grant of any underlease of the underlessee Premises, or part thereof, the Tenant shall first ensure that all steps are taken as are necessary to ensure that the underlease is a Contracted-Out Tenancy 18.7.7 The Tenant will waive the terms to be contained in any underlease in accordance with the provisions of this paragraph and will at all times diligently and at its own expense take all reasonable steps to enforce the same 18.7.8 The Tenant will not inconsistent vary the terms contained in any underlease save to the extent the same comply with the terms of this lease and subject to the Tenant first obtaining the Landlord’s written consent (not to be unreasonably withheld) 18.8 Without prejudice to the foregoing provisions of this paragraph 18 neither the Tenant nor any undertenant of the Tenant (whether immediate or impair not) shall charge or mortgage the due Premises or any part or parts thereof without the prior consent in writing of the Landlord such consent not to be unreasonably withheld or delayed 18.9 Provided always and notwithstanding any of the foregoing provisions of this paragraph not by assignment underletting or otherwise to permit the occupation of the Premises or any part thereof by or the vesting of any interest or estate therein in any person firm company or other body or entity which has the right to claim diplomatic immunity or exemption in relation to the observance and performance and observance of the covenants and conditions of and contained in these Presents 18.10 Nothing in the preceding sub-paragraphs of this paragraph 18 shall prevent the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or from sharing occupation of the whole or any part or parts of the Premises or 4.7.7.3 to grant to third parties with either a parent company or any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of other company which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if same Group of Companies as the Tenant and Carlton Communications Limited may in addition as a personal concession share occupation with HTV Group Limited, Scottish Television Limited and Ulster Television PLC provided that no relationship of landlord and tenant is thereby created and the relevant member cease for any reason whatsoever to be members Landlord is kept informed of the same group companies so occupying the Premises and the phrase “Group of companies.Companies” shall have the meaning ascribed to it by Section 42(1) of the Landlord and Xxxxxx Xxx 0000 without requiring the Landlord’s consent

Alienation. 4.7.1 Not 5.9.1 (Save pursuant to hold a transaction permitted by and effected in accordance with the Premises on trust for another 4.7.2 Not provisions of this Lease) not to assign underlet or charge part only with possession of the Premises save that the Tenant may underlet whole or any part of the Premises if such underletting is or permit another to occupy the whole or any part of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withPremises 4.7.3 5.9.2 Not to assign this Lease or charge part of the Premises 5.9.3 Not to assign or charge the whole of the Premises without the prior consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 5.9.3 such consent is shall not to be unreasonably withheld or delayedwithheld 4.7.3.1 In addition to reasonable grounds the 5.9.3.1 The Landlord may withhold its consent to an the application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) if any of the Landlord and Tenant Act 1927) the condition conditions and criteria set out in this clause 4.7.3.1 Clause 5.9. 3.1 are met not met, that: 4.7.3.1.1 (a) at the time of the assignment there are no arrears of rent rents or other monies properly ascertained moneys due under this Lease to the LandlordLandlord and 4.7.3.1.2 at the time of assignment (b) the Tenant enters into an authorised gives to the Landlord a guarantee agreement the operative provisions of which are in the form required in the Eighth Schedule 5 Part 2 or in such other form as the Landlord shall reasonably requireand 4.7.3.1.3 on an assignment by (c) the Tenant is able to a company which is another member demonstrate to the satisfaction of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreementacting reasonably) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord that the proposed assignee is a person who is likely responsible and respectable and will be able to be unable is likely to become unable to comply pay the rents and meet the other outgoings and liabilities arising under the Lease and (d) any proposed assignee covenants by Deed with the tenant covenants of Landlord to pay the rents reserved by this Lease which likelihood is adjudged by reference and to observe and perform all the financial strength covenants on the part of the proposed assignee aggregate with that of any guarantor offered Lessee and conditions in this Lease during the Term until released by virtue of the Landlord & Tenant (Covenants) Axx 0000 and (e) that if reasonably required the proposed assignee at Assignee shall provide a reasonably acceptable guarantor or guarantors who shall enter into a guarantee in the date form in the Eighth Schedule 5.9.3.2 The conditions and criteria set out in Clause 5.9.3.1 are specified for the purposes of Section 19 (1A) of the proposed assignmentLandlord and Txxxxx Xxx 0000 4.7.4 5.9.4 Not to underlet the whole of the Premises or any contiguous part underlet a Permitted Part of not less than 10,000 square feet the Premises without the consent of the Landlord (such consent not to be unreasonably withheld or delayedwithheld) 4.7.5 On 5.9.5 That each and every permitted underlease shall be granted without receiving any fine or premium at a rent not less than the grant full market rent of the Premises underlet or in the case of an underlease Underlease of the whole of the Premises at a rent equal to obtain covenants the Rent payable under this Lease such rent being payable in advance on the days on which Rent is payable under this Lease and shall contain provisions consistent with those herein contained: 5.9.5.1 prohibiting the undertenant from doing or allowing any act or thing in relation to the underlet premises inconsistent with or in breach of the provisions of this Lease 5.9.5.2 for re-entry by deed from the underlessee direct underlandlord on breach of any covenant by the undertenant 5.9.5.3 imposing an absolute prohibition against all dispositions of or other dealings whatever with the Landlord in such form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet Premises other than an assignment or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On the grant of any underlease 4.7.6.1 to include provisions for the revision of the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Lease 4.7.6.2 not to reserve or take a premium or fine 4.7.6.3 to reserve a rent which is not less than the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions comprised in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.underletting

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 Not to assign underlet 9.1 The Tenant shall be prohibited from assigning, sub-letting or charge part only of the Premises save that the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied with 4.7.3 Not to assign otherwise dealing with its interest under this Lease in whole or part thereof, without the prior written consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 Not to underlet the whole of the Premises or any contiguous part of not less than 10,000 square feet without the consent of the Landlord (such , said consent not to be unreasonably withheld or delayed) 4.7.5 On delayed in the grant case of an underlease a proposed assignee or sub- tenant of sound financial standing and demonstrably capable of performing the Tenant’s obligations under the Lease including, without prejudice, the obligation to obtain covenants by deed from the underlessee direct with pay Rent. The parties hereto agree that the Landlord shall not be acting unreasonably in such form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only granting a conditional consent to any proposed assignation of the premises underlet and not sub-underlet Tenant’s interest under the whole of the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not to assign the whole of the premises underlet without obtaining the previous consent of the Landlord under this Lease 4.7.6 On the grant of any underlease 4.7.6.1 to include provisions . Furthermore, it shall be reasonable for the revision of Landlord, in granting such consent, to insist that any proposed assignee deliver a bond on terms similar to the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this Lease 4.7.6.2 not to reserve or take Bond securing a premium or fine 4.7.6.3 to reserve a rent which is sum not less than the market rent for Restoration Sum (the underlet premises at terms of said substitute bond to be acceptable to the time Landlord and to be no less favourable to the Landlord than the terms of the grant Bond). 9.2 It is hereby acknowledged that the Tenant may require funding from a bank or other financial institution (the “Funder”) to construct and operate the Development and that, in arranging such finance, the Funder may require, as a condition of the underlease 4.7.6.4 availability of that finance, to include such covenants enter into a direct agreement with the Landlord to cover any or all of the underlessee as are not inconsistent with or impair following matters and any related ancillary matters reasonably requested by the due performance Funder:- 9.2.1 an acknowledgement by the Landlord of any security taken by the Funder over the Tenant and observance its assets; 9.2.2 an obligation to give notice to the Funder of any intended exercise of the covenants Landlord’s rights to terminate this Lease; 9.2.3 the ability of a receiver appointed by the Funder, pursuant to a charge in favour of the Funder following a default by the Tenants under its finance agreement with the Funder, to assign this Lease, subject always to the terms of Clause 9.1 above; 9.2.4 a step in right to allow the Funder to ensure that the obligations of the Tenant are complied with so as to prevent any circumstances arising under which the Landlord could seek to terminate this Lease; 9.2.5 an acknowledgement by the Funder that if it exercises its step in rights then it will be on the basis that it is assuming all of the rights and obligations of the Tenant under this Lease Lease; and 4.7.6.5 to include provisions 9.3 The Landlord confirms that in the underlease event of the Landlord being requested to do so by the Tenant, the Landlord will grant to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole Funder a direct agreement containing such of the underlet premises 4.7.7 Not terms in Clause 9.2 as the Funder may require subject to underlet the whole or any part of the Premises otherwise than Landlord’s proper and reasonable legal fees and outlays incurred in doing so being met by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 the possession occupation or subdivision are immediately determined if the Tenant and subject to the relevant member cease for any reason whatsoever to be members Landlord being satisfied with the financial covenant of the same group Funder and satisfied that the Funder is demonstrably capable of companiesmeeting the Tenant’s obligations under the Lease including, without prejudice, the obligation to pay Rent .

Alienation. 4.7.1 5.9.1 Not to hold the Premises on trust for anotheranother or (save pursuant to a transaction permitted by and effected in accordance with the provisions of this lease) part with or share the possession of the whole or any part of the Premises or permit another to occupy the whole or any part of the Premises 4.7.2 5.9.2 Not to assign underlet or charge part only of the Premises save that the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withPremises 4.7.3 Not to assign this Lease without the consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time of assignment the Tenant enters into an authorised guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 5.9.3 Not to underlet or charge the whole of the Premises or any contiguous part of not less than 10,000 square feet without the prior consent of the Landlord (such consent not to be unreasonably withheld or delayed) 4.7.5 On the grant of an underlease to obtain covenants by deed from the underlessee direct with the Landlord in such form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment 4.7.5.3 not 5.9.4 Not to assign the whole of the premises underlet Premises without obtaining the previous consent written licence of the Landlord under which licence shall not be unreasonably withheld Provided that pursuant to the provisions of Section 22 of the Landlord & Tenant (Covenants) Axx 0000 hereinafter called the 1995 Act and Section 19 (1A) of the Landlord and Txxxxx Xxx 0000 no licence shall be granted if one or more of the grounds or circumstances set out in Part 1 of the Fourth Schedule are met and to grant such licence subject to the conditions set out in Part 2 of such Schedule subject in each case to the provisions as to interpretation set out in Part 3 of such Schedule Provided further that a U.K. government department nationalised industry or public utility company to which the Tenant proposes to assign this LeaseLease shall be deemed to satisfy any financial criteria in the Fourth Schedule 4.7.6 On 5.9.5 Prior to any permitted assignment to procure that the grant assignee enters into direct covenants with the Landlord to perform and observe all the Tenant’s covenants and all other provisions during the residue of any underleasethe Term 4.7.6.1 5.9.6 Prior to include provisions an assignment to a limited company and if reasonably required by the landlord to procure guarantors acceptable to the Landlord for the revision assignee who covenant with the Landlord as surety (and jointly and severally if more than one) in terms similar to those set out in the Fifth Schedule or in such other terms as the Landlord may reasonably specify 5.9.7 The Landlord may as a condition of giving consent to any assignment of the rent reserved by Premises require the underlease Tenant to enter into a guarantee in an upward only direction the form of a deed embodying the terms set out in the Fifth Schedule or in such other reasonably comparable form which the Landlord (acting reasonably) may require subject to correspond in time and effect such other terms complying with the provisions requirements for an authorised guarantee as set out in Section 16 of the revision of rent 1995 Act (the guarantor under such guarantee being called in this Leaselease an authorised guarantor) 4.7.6.2 not to reserve 5.9.8 That each and every permitted underlease shall be granted without any fine or take a premium or fine 4.7.6.3 to reserve at a rent which is not less than the then open market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than by way of Unsecured Underletting 4.7.7.1 Not otherwise than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part with or share possession or occupation of the whole or any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division rental value of the Premises to be approved by the Landlord prior to any such underlease or with any member of a group of companies of the Rent then being paid (whichever shall be the greater) such rent being payable in advance on the days on which Rent is payable under this lease and shall contain provisions approved by the Tenant is itself a member ifLandlord: 4.7.8.1 5.9.8.1 prohibiting the interest undertenant from doing or allowing any act or thing in relation to the underlet premises inconsistent with or in breach of the provisions of this lease 5.9.8.2 for re-entry by the under-landlord on breach of any covenant by the undertenant 5.9.8.3 imposing an absolute prohibition against all dispositions of or other dealings whatever with the Premises so created is and remains no more other than a tenancy-at-will and 4.7.8.2 the possession occupation an assignment or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members charge of the same group of companies.whole

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 Not 4.12.1. not to assign underlet part with possession or share occupation mortgage or charge any part only of parts of the Demised Premises save that (as distinct from the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withwhole) 4.7.3 Not to assign this Lease without the consent of the Landlord but subject to the operation of the following provisions of this clause 4.7.3 such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the Landlord may withhold its consent to an application 4.12.2. except by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) of the Landlord and Tenant Act 1927) the condition and criteria set out in this clause 4.7.3.1 are met that 4.7.3.1.1 at the time of the assignment there are no arrears of rent or other monies properly due under this Lease to the Landlord 4.7.3.1.2 at the time way of assignment the Tenant enters into an authorised guarantee agreement the operative provisions or underletting mortgage or charse of which are in the form required in Schedule 5 Part 2 or in such other form as the Landlord shall reasonably require 4.7.3.1.3 on an assignment by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee. 4.7.3.1.4 on an assignment if the Landlord reasonably so requires to procure a guarantee to the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord the operative provisions of which are in the form required in Schedule 5 Part 1. 4.7.3.1.5 in the reasonable opinion of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignment 4.7.4 Not to underlet the whole of the Demised Premises or any contiguous part of not less than 10,000 square feet without the consent of the Landlord (such consent not to be unreasonably withheld or delayed) 4.7.5 On the grant of an underlease to obtain covenants by deed from the underlessee direct with the Landlord in such form as the Landlord may require that the underlessee will: 4.7.5.1 not assign sub-underlet or charge part only of the premises underlet and not sub-underlet the whole of the premises underlet 4.7.5.2 not part with or share the possession or occupation of the whole or any part of the premises underlet nor grant Demised Premises to third parties rights over them otherwise than by or with any other persons or bodies provided that the Tenant may be permitted to share occupation with a permitted assignment 4.7.5.3 not company within the same group of companies as within the meaning of Section 42 of the Landlord and Xxxxxx Xxx 0000 4.12.3.not to assign the whole of the premises underlet Demised Premises: 4.12.3.1. unless the Tenant itself stands as Surety for its assignee (if the Landlord shall in its reasonable discretion so require) by giving a covenant by way of indemnity and guarantee to the Landlord before any assignment in the terms set out in the Eighth Schedule PROVIDED ALWAYS that such covenant shall be an Authorised Guarantee Agreement within the meaning of Section 16 of the Landlord and Tenant (Covenants) Xxx 0000 and for the avoidance of doubt shall not impose on the Tenant any liability in relation to any time after the assignee is released from the covenants on the part of the Tenant contained in this lease by virtue of the Landlord and Tenant (Covenants) Xxx 0000 4.12.3.2. unless the proposed assignee has first produced evidence which is reasonably acceptable to the Landlord that the proposed assignee would be capable of complying with the covenants on behalf of the Tenant contained herein 4.12.3.3. without obtaining the previous written consent of the Landlord under which shall not be unreasonably withheld or delayed 4.12.3.4. unless in the reasonable opinion of the Landlord there are at the date of the application for the licence to assign no material outstanding breaches of any substantial covenant on the Tenant’s part contained in this Lease 4.7.6 On 4.12.3.5. unless upon or before any assignment and before giving occupation to the grant assignee the Tenant has: 4.12.3.5.1. obtained and delivered to the Landlord a direct covenant by the assignee with the Landlord to observe and perform the covenants and restrictions of this Lease and any underlease 4.7.6.1 deed licence consent or other instrument supplemental to include provisions for the revision of this Lease and to pay the rent reserved by the underlease Lease for the remainder of the Term (or if earlier) until the assignee shall have parted with its interest in an upward only direction to correspond the Lease in time and effect accordance with the provisions for terms hereof 4.12.3.5.2. if the revision of rent intended assignee shall be a limited liability company then if in this Lease 4.7.6.2 not to reserve its absolute discretion the Landlord shall so require or take a premium or fine 4.7.6.3 to reserve a rent which is not less than otherwise if the market rent for the underlet premises at the time of the grant of the underlease 4.7.6.4 to include such covenants of the underlessee as are not inconsistent with or impair the due performance and observance of the covenants of the Tenant in this Lease and 4.7.6.5 to include provisions in the underlease Landlord shall reasonably so require obtain sureties acceptable to the same effect as those in clause 4.7.5 and 4.7.6 save that there Landlord who shall be an absolute prohibition on underletting of part or whole of the underlet premises 4.7.7 Not to underlet the whole or any part of the Premises otherwise than covenant by way of Unsecured Underletting 4.7.7.1 Not otherwise indemnity and guarantee (if more than by assignment or underletting permitted under this clause 4.7 4.7.7.2 to part one jointly and severally) with or share possession or occupation of the whole or Landlord before any part of the Premises or 4.7.7.3 to grant to third parties any rights over the Premises 4.7.8 The preceding provisions of this clause 4.7 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if: 4.7.8.1 the interest assignments in the Premises so created is and remains no more than a tenancy-at-will and 4.7.8.2 terms set out in the possession occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.Third Schedule

Alienation. 4.7.1 Not to hold the Premises on trust for another 4.7.2 3.10.1 Not to assign underlet or charge part only of the Premises save that the Tenant may underlet part of the Premises if such underletting is of a contiguous area of not less than 10,000 square feet and the requirements of clause 4.7.5 – 4.7.8 (inclusive) are complied withPremises 4.7.3 3.10.2 Not to assign or charge this Lease without the consent of the Landlord but but, subject to the operation of the following provisions of this clause 4.7.3 3.10.3, such consent is not to be unreasonably withheld or delayed 4.7.3.1 In addition to reasonable grounds the 3.10.3 The Landlord may withhold its consent to an application by the Tenant for licence to assign this Lease unless (for the purposes of s 19(1 A) if any one or more of the Landlord and Tenant Act 1927) the condition conditions and criteria set out in by this clause 4.7.3.1 3.10.3 are met thatnot met, that:- 4.7.3.1.1 3.10.3.1 at the time of the assignment assignment, there are no arrears of rent rents or other monies properly due under this Lease to the Landlord; 4.7.3.1.2 at the time of assignment 3.10.3.2 the Tenant enters into an authorised and (to the extent not prohibited by law) the Surety each gives to the Landlord a guarantee agreement the operative provisions of which are in the form required in Schedule 5 Part 2 or in 1; 3.10.3.3 the Tenant shall supply to the Landlord such financial and other form information as the Landlord shall reasonably requirerequire about the intended assignee or its sureties which may include if so requested audited accounts or trading figures for the preceding three years together with verified statements as to current financial trading; 4.7.3.1.3 on an assignment 3.10.3.4 the intended assignee shall provide such security (whether by way of rental deposit or otherwise) for the performance of the intended assignee's obligations under this Lease as shall be reasonably required by the Tenant to a company which is another member of the Tenant’s Group the Tenant procures that another company in the Tenant’s Group which is reasonably acceptable to the Landlord (unless it is the assignee or it would be required under the terms of this Lease to enter into an authorised guarantee agreement) enters into a guarantee the operative provisions of which are in the form required in Schedule 5 Part 1 but in determining whether a member of the Tenant’s Group is an acceptable assignee the Landlord shall be entitled to disregard any guarantee being given on behalf of the proposed assignee.Landlord; 4.7.3.1.4 on an assignment 3.10.3.5 if the Landlord reasonably so requires to the Tenant shall procure a guarantee to of the tenant covenants of the assignee from a guarantor who is reasonably acceptable to the Landlord Landlord, the operative provisions of which are guarantee to be in the form required terms set out in Schedule 5 Part 1.; 4.7.3.1.5 3.10.3.6 at the time of the application by the Tenant for the Landlord's licence to assign, the proposed assignee satisfies the criteria set out in Schedule 5 Part 2 The conditions and criteria contained or referred to in this clause 3.10.3 are specified for the reasonable opinion purposes of Section 19(A) of the Landlord the proposed assignee is a person who is likely to be unable is likely to become unable to comply with the tenant covenants of this Lease which likelihood is adjudged by reference to the financial strength of the proposed assignee aggregate with that of any guarantor offered of the proposed assignee at the date of the proposed assignmentand Xxxxxx Xxx 0000 4.7.4 3.10.4 Not to underlet the whole or any part of the Premises or any contiguous part of not less than 10,000 square feet without the consent of the Landlord (such consent not to be unreasonably withheld or delayed) 4.7.5 3.10.5 Not to underlet any part or parts of the Premises (so far as permitted by this clause 3.10):- 3.10.5.1 being less than one-half of each floor of the Premises; 3.10.5.2 so as to sub-divide the Premises into more than 4 units of occupation, of which one (at least) shall remain occupied by the Tenant; 3.10.5.3 otherwise than by way of Unsecured Underletting and for a term not exceeding 5 years 3.10.6 Not to underlet the whole or any part of the Premises prior to the latest to occur of the First Termination Date and the Second Termination Date or following service of any notice to terminate pursuant to clause 8 hereof otherwise than by way of Unsecured Underletting and otherwise than upon the terms which entitle the Tenant lawfully to require the Undertenant to vacate the underlet premises prior to the date of expiry of any notice to terminate which has been or may be served pursuant to clause 8 hereof 3.10.7 On the grant of an underlease to obtain the Landlord's approval of the form of underlease (such approval not to be unreasonably withheld or delayed) and to obtain covenants by deed from the underlessee direct with the Landlord in such form as the Landlord may require that the underlessee will:will:- 4.7.5.1 3.10.7.1 not assign assign, sub-underlet or charge part only of the premises underlet and not underlet, nor sub-underlet the whole of the premises underletwhole; 4.7.5.2 3.10.7.2 not part with or share possession or occupation of the whole or any part of the premises underlet nor grant to third parties rights over them otherwise than by a permitted assignment; 4.7.5.3 3.10.7.3 not to assign or charge the whole of the premises sub-underlet without obtaining the previous consent of the Landlord under this LeaseLease (such consent not to be unreasonably withheld) 4.7.6 3.10.8 On the grant of any underleaseunderlease:- 4.7.6.1 3.10.8.1 to include provisions for the revision of the rent reserved by the underlease in an upward only direction to correspond in time and effect with the provisions for the revision of rent in this LeaseLease and on the basis that the underlet premises shall be substituted for the Hypothetical Premises in such provisions; 4.7.6.2 3.10.8.2 not to reserve or take a premium or fine; 4.7.6.3 3.10.8.3 to reserve a rent which is not no less than the market rent for of the underlet premises as at the time of the grant of the underleaseunderlease (assessed in accordance with the principles in Schedule 2) ; and 4.7.6.4 3.10.8.4 to include such ensure that the covenants of the underlessee as are not inconsistent with or and do not impair the due performance and observance of the covenants of the Tenant in this his Lease and 4.7.6.5 and to include provisions a covenant by the underlessee not to do anything which shall result in the underlease to the same effect as those in clause 4.7.5 and 4.7.6 save that there shall be an absolute prohibition on underletting of part or whole a breach of the underlet premises 4.7.7 Not to underlet covenants on the whole or any part of the Premises otherwise than by way of Unsecured UnderlettingTenant in this Lease 4.7.7.1 3.10.9 Not otherwise than by assignment or underletting permitted under this clause 4.73.10 to:- 4.7.7.2 to 3.10.9.1 part with or share possession or occupation of the whole or any part of the Premises Premises; or 4.7.7.3 to 3.10.9.2 grant to third parties any rights over the Premises 4.7.8 3.10.10 The preceding provisions of this clause 4.7 3.10 do not apply to any parting with possession or occupation or the sharing of occupation or sub-division of the Premises to or with any member of a group of companies of which the Tenant is itself a member if:if:- 4.7.8.1 3.10.10.1 the interest in the Premises so created is and remains no more than a tenancy-at-will tenancy at will; and 4.7.8.2 3.10.10.2 the possession possession, occupation or subdivision are immediately determined if the Tenant and the relevant member cease for any reason whatsoever to be members of the same group of companies.companies and for this purpose two companies are members of a group if, and only if, one is a subsidiary of the other or both are subsidiaries of a third company, "subsidiary" having the meaning given to it by Section 736 of the Companies Xxx 0000