Common use of UNDERLEASE Clause in Contracts

UNDERLEASE. (A) This clause shall apply to any Business Property (an "UNCONSENTED PROPERTY") in relation to which a Property Consent is required where: (i) the parties agree that Property Consent has been reasonably withheld; or (ii) the Property Consent has been refused and the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Consent; or (iii) the relevant Business Seller having complied with its obligations under sub-paragraph 4(E) (i) the Court has refused to grant a declaration; or (iv) the Property Consent has not been issued by the date nine months after the date of this Agreement unless an application has been made to the Court for a declaration that the Property Consent has been unreasonably withheld and such application has not been determined. (B) The relevant Business Seller agrees to grant (or procure to be granted) and the Purchaser agrees to take up an underlease of each Unconsented Property (the "UNDERLEASE"). (C) The relevant Business Seller shall apply for and use its reasonable endeavours to obtain Property Underlease Approval and the Purchaser shall support such application in like manner as the applications pursuant to paragraph 4 above. The relevant Business Seller will make an application to a Court of competent jurisdiction for a declaration that the Property Underlease Approval is being withheld unreasonably upon request by the Purchaser (acting reasonably) (even though nine months has not elapsed since the Completion Date) and at the Purchaser's expense. This paragraph 6(C) shall not apply where the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Underlease Approval. (D) Such underlease shall be completed on the tenth Business Day after the earlier of: (i) the Property Underlease Approval being obtained; and (ii) the expiry of the period for the lodging of an appeal against a decision made by a Court of competent 170 170 jurisdiction that the Property Underlease Approval has been unreasonably withheld without such appeal being lodged. (E) The underleases of each Unconsented Property will be for terms equal to the unexpired term of the relevant Lease less three days and will be otherwise on the same terms as the relevant Lease with provision for the rent to be the same as the rent agreed or determined from time to time under the Lease, a covenant by the underlessee to observe and perform the terms of the Lease other than those relating to the payment of rent and a covenant by the underlessor to pay the rent reserved by the Lease. (F) Where the Property Consent is obtained or a declaration is obtained that such Property Consent has been unreasonably withheld after completion of such underlease this Agreement shall continue to take effect for the purpose of assigning or transferring the Lease to the Purchaser subject to and with the benefit of the Underlease. (G) The Business Seller shall be liable for all title registration costs including stamp duty associated with the Underlease when the Property Consent has been refused in the circumstances described in paragraph 6(A)(ii).

UNDERLEASE. (A) This clause shall apply to any Business Property (an "UNCONSENTED PROPERTY") in relation to which a Property Consent is required where: (i) the parties agree that Property Consent has been reasonably withheld; or (ii) the Property Consent has been refused and the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Consent; or (iii) the relevant Business Seller having complied with its obligations under sub-paragraph 4(E) (i) the Court has refused to grant a declaration; or (iv) the Property Consent has not been issued by the date nine months after the date of this Agreement unless an application has been made to the Court for a declaration that the Property Consent has been unreasonably withheld and such application has not been determined. (B) 2.1 The relevant Business Seller agrees to grant (or procure to be granted) and the Purchaser agrees to take up an underlease of each Unconsented Property (the "UNDERLEASE"). (C) The relevant Business Seller shall apply for and use its reasonable endeavours to obtain Property Underlease Approval grant or shall procure that LNC shall grant and the Purchaser shall support such application in like manner as the applications pursuant to paragraph 4 above. The relevant Business Seller will make an application to a Court of competent jurisdiction for a declaration procure that the Property Tenant shall accept each of the Underleases in accordance with the terms of this Part of this Schedule. 2.2 A relevant Underlease Approval is being withheld unreasonably upon request shall not be completed (which in the case of the Forthstone Sub-underlease means signed by the Purchaser (acting reasonablyparties) (even though nine months has not elapsed since unless and until the Completion Date) and at the Purchaser's expense. This paragraph 6(C) shall not apply where the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Underlease Approval. (D) Such underlease shall be completed on the tenth Business Day after the earlier of: (i) the Property Underlease Approval being obtained; and (ii) the expiry of the period for the lodging of an appeal against a decision made by a Court of competent 170 170 jurisdiction that the Property Underlease Approval has been unreasonably withheld without such appeal being lodged. (E) The underleases of each Unconsented Property will be for terms equal to the unexpired term of the relevant Lease less three days Consents required in relation to the relevant Property and will be otherwise on (in the same terms case of the Redhill Property) additionally the grant to LNC of the lease described in the Redhill Sub-underlease as the “Headlease” has been obtained. 2.3 In respect of a Property within 5 Business Days of the later of receipt of (a) the relevant Lease with provision for the rent to be the same as the rent agreed or determined from time to time under the LeaseConsent and (b) Completion, a covenant by the underlessee to observe and perform the terms of the Lease other than those relating relevant Underlease shall be completed by the addition of any relevant information (including in the Forthstone Sub-underlease the Entry Date and the Expiry Date and in the Redhill Sub-underlease the Start Date and the End Date) which still has to be inserted therein and an engrossment prepared by the Seller. 2.4 In the case of the Forthstone Sub-underlease the Seller shall, within two weeks of the date referred to in paragraph 2.3, execute the said Underlease in a self evidencing manner and deliver the executed documents to the payment Tenant. 2.5 In the case of rent the Redhill Sub-underlease the Seller shall within two weeks of the date referred to in paragraph 2.3 deliver the counterpart thereof to the Tenant and a covenant shall procure that the original thereof is executed by LNC within two weeks thereafter. 2.6 The Purchaser shall procure that: 2.6.1 in the case of the Forthstone Sub-underlease within two weeks following receipt by the underlessor Tenant of an engrossed and duly executed Underlease from the Seller, the Tenant shall execute it in a self evidencing manner and deliver a copy of the executed Underlease to pay the rent reserved Seller; 2.6.2 in the case of Redhill Sub-underlease within two weeks following receipt by the Lease.Tenant of the engrossed counterpart the Tenant shall execute it and return it to the Seller in readiness for completion of the Redhill Sub-underlease; 2.6.3 within thirty days following completion (Fin the case of the Redhill Sub-underlease) Where or the Property Consent is obtained last date of execution (in the case of the Forthstone Sub-underlease) of the said Underlease by the Tenant, the Tenant shall submit an appropriate Land Transaction Return to the Inland Revenue and pay any Stamp Duty Land Tax due in respect of the Underlease aforesaid; 2.6.4 within seven days following receipt, the Tenant delivers to the Seller a copy of the Revenue Certificate or a declaration self-certificate (as appropriate) required in terms of Section 79 of the Finance A▇▇ ▇▇▇▇; and 2.6.5 within eight weeks following the last date of execution of the Underlease in respect of any Property situated in Scotland, an application is obtained made to register the said executed Underlease in the Books of Council and Session and that such Property Consent has been unreasonably withheld after completion of such underlease this Agreement shall continue to take effect for the purpose of assigning or transferring the Lease Tenant delivers to the Purchaser subject to and with the benefit of the UnderleasePurchaser’s solicitors two Extracts thereof. (G) The Business Seller shall be liable for all title registration costs including stamp duty associated with the Underlease when the Property Consent has been refused in the circumstances described in paragraph 6(A)(ii).

UNDERLEASE. (A) This clause paragraph shall apply to any Business the Bedford Property (an "UNCONSENTED PROPERTY") in relation to which where a Property Consent is required whereand: (i) the parties Vendor and the relevant Designated Purchaser agree that the Property Consent has been reasonably withheld; or (ii) the Property Consent has been refused and the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Consent; or (iii) the relevant Business Seller Vendor having complied with its obligations under sub-paragraph 4(E) (i) the Court has refused to grant a declaration; or (iviii) the Property Consent has not been issued by the date nine months after the date of this Agreement unless an application has been made to the Court for a declaration that the Property Consent has been unreasonably withheld and such application has not been determined. (B) The relevant Business Seller Vendor agrees to grant (or procure to be granted) and the relevant Designated Purchaser agrees to take up an underlease of each Unconsented Property (the "UNDERLEASE")Bedford Property. (C) The relevant Business Seller Vendor shall apply for and use its reasonable endeavours to obtain Property Underlease Approval and the relevant Designated Purchaser shall support such application in like manner as the applications pursuant to paragraph 4 above. The relevant Business Seller Vendor will make an application to a Court of competent jurisdiction for a declaration that the Property Underlease Approval is being withheld unreasonably upon request by the relevant Designated Purchaser (acting reasonably) (even though nine months has not elapsed since the Completion DateCompletion) and at the relevant Designated Purchaser's ’s expense. This paragraph 6(C) shall not apply where the landlord has no obligation to act reasonably in deciding whether or not to grant a Property Underlease Approval. (D) Such underlease shall be completed on the tenth Business Day after the earlier of: (i) the Property Underlease Approval being obtained; and (ii) the expiry of the period for the lodging of an appeal against a decision made by a Court of competent 170 170 jurisdiction that the Property Underlease Approval has been unreasonably withheld without such appeal being lodged. (E) The underleases underlease of each Unconsented the Bedford Property will be for terms a term equal to the unexpired term of the relevant Lease less three days and will be otherwise on the same terms as the relevant Lease with provision for the rent to be the same as the rent agreed or determined from time to time under the Lease, a covenant by the underlessee to observe and perform the terms of the Lease other than those relating to the payment of rent and a covenant by the underlessor to pay the rent reserved by the Lease. (F) Where the Property Consent is obtained or a declaration is obtained that such Property Consent has been unreasonably withheld after completion of such underlease this Agreement shall continue to take effect for the purpose of assigning or transferring the Lease to the relevant Designated Purchaser subject to and with the benefit of the Underlease. (G) The Business Seller If no such application to Court as is contemplated in sub-paragraph (C) above is made or after the expiry of the period for lodging an appeal against the decision of a Court of competent jurisdiction that the Property Approval is being unreasonably withheld, then the relevant Designated Purchaser shall be liable for all title registration costs including stamp duty associated with entitled (but not obliged) by written notice to the Underlease when Vendor to take an underlease on the terms of sub-paragraph (E) above notwithstanding the fact that the Property Consent Approval has not been refused in the circumstances described in paragraph 6(A)(ii)obtained.