Common use of Underletting Clause in Contracts

Underletting. (a) Not to grant an Investment Underlease following the commencement of but prior to the completion of any Redevelopment but this clause shall not prevent: (i) the Tenant from contracting to grant an Investment Underlease following such completion provided that the Tenant complies with the other provisions of this clause 11; (ii) the Tenant from granting a lease of whole or substantially the whole of the Demised Premises to a s237 Assignee; (iii) a s237 Assignee (once Tenant or subtenant) granting a lease of whole or substantially the whole of the Demised Premises to the previous Tenant under this Lease ("s237 Lease") or from contracting to grant a s237 Lease (in relation to both of (ii) and (iii) the consent of the Landlord shall not be required (provided that in relation to (iii) if there is a guarantor of the Tenant immediately prior to the assignment to a s237 Assignee such guarantor shall guarantee the obligations of the Tenant under any lease granted pursuant to clause 11.1(a) (iii) and such guarantor and such Tenant enter into a direct covenant with the Landlord (in a form to be approved by the Landlord acting reasonably) to comply with the obligations of the tenant under such lease granted pursuant to clause 11.1(a)(iii))) (b) Without prejudice to clause 11.1(a) and subject to clause 11.1(c) the Tenant may underlet the Demised Premises or a part of the Demised Premises if all of the relevant conditions set out in clause 11.2 are satisfied and none of the circumstances set out in clause 11.3 apply (c) The conditions set out in clause 11.2 and the circumstances set out in clause 11.3 shall not apply in relation to the Tenant granting a lease of whole or substantially the whole of the Demised Premises to a s237 Assignee or a s237 Assignee (once Tenant or subtenant) granting a s237 Lease.

Underletting. (a) Not to grant an Investment Underlease underlet any part of the Premises (as distinct from the whole). (b) Not to underlet the whole of the Premises except where the following the commencement of but prior to the completion of any Redevelopment but this clause shall not preventconditions are fulfilled: (i) any underlease whether mediate or immediate must: (1) be at not less than an open market rent at the time of grant without fine or premium; (2) in the case of an underlease of more than 5 years contain provision for rent review in an upward direction only at least at such times as to coincide with the rent reviews provided for in this lease; (3) contain a covenant by the undertenant not to assign, underlet, part with possession of or share possession or occupation of the whole or any part or parts of the subdemised premises or mortgage or charge the whole or any part or parts of the subdemised premises except by way of an assignment, underletting or charge of the whole of the subdemised premises; (4) contain a covenant by the undertenant not to assign, underlet or charge the whole of the subdemised premises without the consent of the Landlord; (5) otherwise be on similar terms (mutatis mutandis) to the terms of this lease; and (6) be in a form approved by the Landlord prior to its grant. (ii) any underlease must contain a valid agreement under section 38A of the Landlord and Tenant Act 1954 to exclude the provisions of sections 24 to 28 of that Act in relation to that underlease; and (iii) before the grant of any underlease the Tenant must procure a covenant from contracting the undertenant with the Landlord to grant an Investment Underlease following such completion provided that pay the rents and other sums reserved by and observe and perform the undertenant’s covenants and the conditions in the proposed underlease and not to do or omit any act or thing which would or might cause the Tenant complies with to be in breach of the other provisions of Tenant’s covenants in this clause 11lease. (c) The Tenant shall: (i) not consent to or participate in any variation to any underlease without the Landlord’s consent; (ii) enforce all the Tenant from granting a lease of whole or substantially the whole covenants and obligations of the Demised Premises to a s237 Assignee;undertenant under any underlease; and (iii) a s237 Assignee operate and effect all reviews of rent under the terms of any underlease but not agree or have determined any reviewed rent until the corresponding review under this lease is agreed or determined; and (once Tenant or subtenantiv) granting a lease of whole or substantially notify the whole Landlord of the Demised Premises to the previous Tenant under this Lease ("s237 Lease") reviewed rent immediately it has been agreed or from contracting to grant a s237 Lease (in relation to both of (ii) and (iii) the consent of the Landlord shall not be required (provided that in relation to (iii) if there is a guarantor of the Tenant immediately prior to the assignment to a s237 Assignee such guarantor shall guarantee the obligations of the Tenant under any lease granted pursuant to clause 11.1(a) (iii) and such guarantor and such Tenant enter into a direct covenant with the Landlord (in a form to be approved by the Landlord acting reasonably) to comply with the obligations of the tenant under such lease granted pursuant to clause 11.1(a)(iii))) (b) Without prejudice to clause 11.1(a) and subject to clause 11.1(c) the Tenant may underlet the Demised Premises or a part of the Demised Premises if all of the relevant conditions set out in clause 11.2 are satisfied and none of the circumstances set out in clause 11.3 apply (c) The conditions set out in clause 11.2 and the circumstances set out in clause 11.3 shall not apply in relation to the Tenant granting a lease of whole or substantially the whole of the Demised Premises to a s237 Assignee or a s237 Assignee (once Tenant or subtenant) granting a s237 Leasedetermined.

Underletting. (a) 2.10.1 Not to grant an Investment Underlease following underlease of part of the commencement of but prior to the completion of any Redevelopment but this clause shall not prevent:Premises. (i) the Tenant from contracting 2.10.2 Not to grant an Investment Underlease following such completion provided that the Tenant complies with the other provisions underlease of this clause 11; (ii) the Tenant from granting a lease of whole or substantially the whole of the Demised Premises to a s237 Assignee;unless - (iii) a s237 Assignee (once Tenant or subtenant) granting a lease of whole or substantially the whole of the Demised Premises to the previous Tenant under this Lease ("s237 Lease") or from contracting to grant a s237 Lease (in relation to both of (ii) and (iiia) the Tenant first obtains the written consent of the Landlord (which consent shall not be required unreasonably withheld or delayed); and (provided that in relation to (iiib) if there is a guarantor of the Tenant immediately prior to the assignment to a s237 Assignee such guarantor shall guarantee the obligations of the Tenant under any lease granted pursuant to clause 11.1(a) (iii) and such guarantor and such Tenant enter into a direct covenant first complies with the Landlord provisions of clauses 2.10.2 to 2.10.7 (inclusive). 2.10.3 Prior to granting an underlease to obtain a deed (in a form to be approved by the Landlord acting reasonablyLandlord) - (a) from the proposed undertenant containing covenants by the undertenant that it will during the time for which it remains liable for the covenants on the part of the undertenant (whether pursuant to the underlease or any authorised guarantee agreement) comply with the obligations of the tenant under such lease granted pursuant in the underlease and the obligations of the Tenant in this Lease (except for the obligation to clause 11.1(a)(iiipay the Basic Rent and where inappropriate to the premises to be underlet))); and (b) Without prejudice (if the Landlord reasonably requires) from a surety or sureties reasonably acceptable to the Landlord to guarantee the performance of the undertenant’s obligations to the Landlord given pursuant to paragraph (a) of this clause 11.1(a) and subject 2.10.2. 2.10.4 The rent to clause 11.1(c) be reserved by an underlease must be not less than the open market value of the Premises. 2.10.5 To include in the underlease covenants by the undertenant with the Tenant may underlet the Demised Premises (as landlord) - (a) not to assign or charge a part of the Demised Premises if all underlet premises; (b) not to underlet a part of the relevant conditions set out in clause 11.2 are satisfied and none of the circumstances set out in clause 11.3 applyunderlet premises; and (c) The conditions set out in clause 11.2 and the circumstances set out in clause 11.3 shall not apply in relation to the Tenant granting a lease of whole or substantially assign the whole of the Demised Premises underlet premises without the prior written consent of the Tenant (as landlord) and the Landlord (which consent shall not be unreasonably withheld or delayed). 2.10.6 Except where provided otherwise in clause 2.10.4 to a s237 Assignee include in the underlease obligations and conditions which correspond with the obligations of the Tenant and the conditions in this Lease (except for the obligation to pay the Basic Rent and where inappropriate to the premises underlet). 2.10.7 The underlease shall exclude sections 24 to 28 of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in accordance with the requirements of section 38(1A) of that Act. 2.10.8 Not without the prior written consent of the Landlord to - (a) vary the terms of or a s237 Assignee waive (once whether expressly or by implication) the benefit of any covenant of an undertenant or condition in an underlease; (b) accept any sum or payment in kind by way of commutation of the rent payable by an undertenant; or (c) accept payment of rent from an undertenant otherwise than by regular quarterly (or more frequent) payments in advance. 2.10.9 The Tenant or subtenant) granting a s237 Lease.will use reasonable endeavours to enforce the obligations of an undertenant

Underletting. (a) Not to grant an Investment Underlease following underlet or agree to underlet the commencement whole of but prior to the completion Property nor vary the terms of any Redevelopment but this clause shall underlease without the Landlord’s written consent (not preventto be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the Tenant from contracting rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property without fine or premium; (b) payable no more than one quarter in advance; (c) subject to grant an Investment Underlease following such completion provided that upward only reviews at intervals no less frequent than the Tenant complies with the other provisions of rent reviews under this clause 11lease; (ii) the Tenant from granting a undertenant covenants with the Landlord and in the underlease: (a) to observe and perform the Tenant’s covenants in this lease (except for payment of the rents) during the term of the underlease or until released pursuant to the 1995 Act; (b) not to underlet, share or part with possession or occupation of the whole or substantially any part of the underlet premises, nor to assign or charge part only of the underlet premises; (c) not to assign the whole of the Demised Premises to a s237 Assigneeunderlet premises without the Landlord’s prior written consent (which shall not be unreasonably withheld or delayed); (iii) all rents and other payments due under this lease (not the subject of a s237 Assignee (once Tenant or subtenantbona tide dispute) granting a lease of whole or substantially the whole are paid before completion of the Demised Premises underletting; (iv) Sections 24 to 28 of the 1954 Act must be excluded and before completion of the underletting a certified copy of each of the following documents must be supplied to the previous Tenant under this Lease Landlord: ("s237 Lease") or from contracting to grant a s237 Lease (in relation to both of (ii) and (iiia) the consent notice served on the proposed undertenant pursuant to section 38A(3)(a) of the Landlord shall not be required (provided that in relation to (iii) if there is a guarantor of the Tenant immediately prior to the assignment to a s237 Assignee such guarantor shall guarantee the obligations of the Tenant under any lease granted pursuant to clause 11.1(a) (iii) and such guarantor and such Tenant enter into a direct covenant with the Landlord (in a form to be approved by the Landlord acting reasonably) to comply with the obligations of the tenant under such lease granted pursuant to clause 11.1(a)(iii)))1954 Act; and (b) Without prejudice to clause 11.1(a) and subject to clause 11.1(c) the Tenant may underlet declaration actually made by the Demised Premises or a part proposed undertenant in compliance with the requirements of Schedule 2 of the Demised Premises if all of the relevant conditions set out in clause 11.2 are satisfied and none of the circumstances set out in clause 11.3 apply2003 Order; and (c) The conditions set out in clause 11.2 the proposed form of underlease containing an agreement to exclude the provisions of sections 24 to 28 of the 1954 Act and a reference to both the notice pursuant to section 38A(3)(a) of the 1954 Act and the circumstances set out in clause 11.3 shall not apply in relation declaration pursuant to the Tenant granting a lease requirements of whole or substantially the whole Schedule 2 of the Demised Premises 2003 Order as referred to a s237 Assignee or a s237 Assignee in this clause 4.13.3; and before completion of the underletting the Tenant must warrant to the Landlord that both the notice pursuant to section 38A(3)(a) of the 1954 Act has been served on the relevant persons as required by the 1954 Act and the appropriate declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to in this clause 4.13.3 has been made prior to the date on which the Tenant and the proposed undertenant became contractually bound to enter into the tenancy to which the said notice applies; (once Tenant or subtenantv) granting a s237 Lease.the underlease reserves as rent the Service Charge payable under this lease;