Common use of Underletting Clause in Contracts

Underletting. Not to underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of any underlease without the Landlord's written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) 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; or (II) to observe and perform the Tenant's covenants in the underlease 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 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 underlet 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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)

Underletting. Not to underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of any underlease without the Landlord's ’s written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) to observe and perform the Tenant's ’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; or (II) to observe and perform the Tenant's covenants in the underlease 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 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 underlet premises without the Landlord's ’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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting UnitProperty, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four two (42) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)

Underletting. Not 3.17.1 The Tenant shall not underlet the whole of the Premises except in accordance with this clause nor without the consent of the Landlord, such consent not to be unreasonably withheld or delayed. 3.17.2 The Tenant shall not underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of Premises without first procuring that any underlease without the Landlord's written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the intended undertenant covenants shall covenant with the Landlord and in the underlease: (a) either: (I) Superior Landlord as from the date of the underlease to observe and perform the Tenant's covenants in this lease and conditions herein contained (except for payment excluding the covenant to pay the rents hereinbefore reserved) and not without the prior written consent of the rents) during Landlord and the term of Superior Landlord to assign the underlease or until released pursuant to the 1995 Act; or (II) to observe Premises and perform the Tenant's that such covenants are included in the underlease during the term of the underlease or until released pursuant to the 1995 Actunderlease. (b) 3.17.3 The Tenant shall not to underlet, share or part with possession or occupation of the whole or any part of the underlet premises, nor to assign or charge part only of the Premises. 3.17.4 The Tenant shall not underlet premisesthe Premises: 3.17.4.1 together with any property or any right over property that is not included within this Lease; (c) 3.17.4.2 at a fine or premium or reverse premium; nor 3.17.4.3 allowing any rent free period to the undertenant that exceeds the period as is then usual in the open market in respect of such a letting. 3.17.5 The Tenant shall not to assign underlet the whole of Premises unless, before the underlet premises without underlease is granted, the Tenant has given 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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit Sections 24 to 28 of the 1954 Act must be excluded and before completion of the underletting 3.17.5.1 a certified copy of each of the following documents must be supplied to the Landlord: (a) the notice served on the proposed undertenant pursuant to undertenant, as required by section 38A(3)(a) of the 1954 ActLTA 1954, applying to the tenancy to be created by the underlease; and (b) 3.17.5.2 a certified copy of the declaration actually or statutory declaration made by the proposed undertenant in compliance accordance with the requirements of Schedule 2 section 38A(3)(b) of the 2003 Order; andLTA 1954. (c) 3.17.6 Any underletting by the proposed form of underlease containing Tenant shall be by deed and shall include: 3.17.6.1 an agreement to exclude between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 Act and are excluded from applying to the tenancy created by the underlease; 3.17.6.2 the reservation of a reference to both rent which is not less than the notice pursuant to section 38A(3)(a) full open market rental value of the 1954 Act and the declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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 Premises at the date on the Premises is underlet and which is payable at the Tenant and same times as the proposed undertenant became contractually bound to enter into the tenancy to which the said notice applies; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations Rent under this lease, and reserves as rent:- Lease (a) but this shall not prevent an underlease providing for a fair proportion rent-free period of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred length permitted by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenantclause 3.17.4.3); (vii) (in 3.17.6.3 provisions for the case review of an underletting of rent at the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair same dates and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part same basis as the review of the undertenant to observe and perform the Tenant's covenants rent in this lease (except for payment of the rents) during Lease, unless the term of the underlease or untfl released pursuant to does not extend beyond the 1995 Act; ornext Review Date; (b) is on terms obliging 3.17.6.4 provisions requiring the undertenant to take a lease consent of the whole Landlord to be obtained in respect of any matter for which the consent of the Property for the unexpired residue of the term of Landlord is required under this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)Lease,

Underletting. Not to underlet or agree to The Tenant shall not underlet the whole of the Property or a Subletting Unit except in accordance with this clause nor vary the terms of any underlease without the consent of the Landlord's written , such consent (not to be unreasonably withheld or delayed)withheld. Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) The Tenant shall not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) 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; or (II) to observe and perform the Tenant's covenants in the underlease 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 any part of the underlet premises, nor to assign or charge part only of the Property. The Tenant shall not underlet premises; (c) the Property: together with any property or any right over property that is not included within this lease; at a fine or premium or reverse premium; nor allowing any rent-free period to assign the whole undertenant that exceeds the period as is then usual on the open market in respect of such a letting. The Tenant shall not underlet the underlet premises without Property unless, before the underlease is granted, the Tenant has given 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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to undertenant, as required by section 38A(3)(a) of the 1954 ActLTA 1954, applying to the tenancy to be created by the underlease; and (b) and a certified copy of the declaration actually or statutory declaration made by the proposed undertenant in compliance accordance with the requirements of Schedule 2 section 38A(3)(b) of the 2003 Order; and (c) LTA 1954. Any underletting by the proposed form of underlease containing Tenant shall be by deed and shall include: an agreement to exclude between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 Act and are excluded from applying to the tenancy created by the underlease; the reservation of a reference to both rent which is not less than the notice pursuant to section 38A(3)(a) full open market rental value of the 1954 Act Property at the date the Property is underlet and which is payable at the same times as the Annual Rent under this lease (but this shall not prevent an underlease providing for a rent-free period of a length permitted by clause 19.3(c)); provisions for the review of rent at the same dates and on the same basis as the review of rent in this lease, unless the term of the underlease does not extend beyond the next Review Date; a covenant by the undertenant, enforceable by and expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and its successors in title in their own right, to observe and perform the tenant covenants in the underlease and any document that is supplemental or collateral to it and the declaration pursuant tenant covenants in this lease, except the covenants to pay the requirements of Schedule 2 rents reserved by this lease; and provisions requiring the consent of the 2003 Order as referred Landlord to be obtained in this clause 4.13.3; and before completion respect of any matter for which the consent 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 is 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves shall otherwise be consistent with and include tenant covenants no less onerous (other than as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment thereinAnnual Rent) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants those in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (Landlord, such approval not to be unreasonably withheld or delayed)withheld. In relation to any underlease granted by the Tenant, the Tenant shall: not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld; enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord, such approval not to be unreasonably withheld. Sharing occupation The Tenant may share occupation of the Property with any company that is a member of the same group (within the meaning of section 42 of the LTA 1954) as the Tenant for as long as that company remains within that group and provided that no relationship of landlord and tenant is established by that arrangement.

Underletting. Not to underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of any underlease without the Landlord's ’s written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) to observe and perform the Tenant's ’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; or (II) to observe and perform the Tenant's ’s covenants in the underlease 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 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 underlet premises without the Landlord's ’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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four five (45) units of occupation at any time and no more than two (2) units of occupation on a single either the ground floor of the Property or the first floor of the Property and no more than one (1) unit of occupation on the second floor of the Property (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting is either: (a) of the whole or part of the Property and contains a covenant on the part of the undertenant to observe and perform the Tenant's ’s covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)the

Underletting. Not to underlet or agree to 3.15.1 The Tenant will not underlet the whole of the Property or Property. 3.15.2 The Tenant will not underlet a Subletting Unit Permitted Part, except in accordance with this clause nor vary the terms of any underlease without the Landlord's written consent of the Landlord (except as permitted in clause 3.15.6), such consent not to be unreasonably withheld or delayed). An application for consent is to be accompanied by full written details of the proposed underletting including the proposed payments to be made by the intended undertenant. 3.15.3 Any permitted underletting consent of the Landlord required pursuant to this clause 3.15 must comply be by deed to be valid. 3.15.4 The Tenant will not underlet a Permitted Part at a fine or premium or reverse premium. 3.15.5 The Tenant will not underlet a Permitted Part unless, before the underlease is granted, or, if earlier, before the undertenant becomes contractually bound to take the underlease, the underlease is validly excluded from the operation of sections 24 to 28 (inclusive) of the Landlord and Tenant Act 1954, in accordance with the following:provisions of section 38A of that Act and the relevant schedules of The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 and the Tenant produces to the Landlord adequate evidence of such valid exclusion as referred to in this clause. (i) 3.15.6 Any underletting by the rent payable under the underlease Tenant must bebe by deed and must include: (a) not less than a covenant by the rent reasonably obtainable undertenant, expressed to be enforceable by the Landlord (as superior landlord at the date of grant) and its successors in title in their own right, to observe and perform the tenant covenants in the open market for the Property underlease and any document that is supplemental or the Subletting Unit without fine or premiumcollateral to it; (b) payable no more than one quarter where relevant provisions requiring the consent of the Landlord to be obtained in advancerespect of any matter for which the consent of the Landlord is required under this Lease; (c) subject to upward only reviews at intervals no less frequent than a condition for re-entry on breach of the rent reviews under this lease; (ii) underlease by the undertenant covenants with the Landlord undertenant; and in the underleaseand must otherwise be: (ad) either: consistent with and include tenant covenants no less onerous (Iother than as to the Basic Rent) to observe and perform the Tenant's covenants than those in this lease (except for payment of the rents) during the term of the underlease or until released pursuant to the 1995 Act; or (II) to observe and perform the Tenant's covenants in the underlease 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 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 underlet 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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 ActLease; and (be) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) the proposed form of underlease containing an agreement to exclude the provisions of sections 24 to 28 of the 1954 Act and for a reference to both the notice pursuant to section 38A(3)(a) of the 1954 Act and the declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to in this clause 4.13.3; and before completion of the underletting the Tenant must warrant to the Landlord term 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no will expire more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) 2 days before the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue end of the term of this lease (less one day) on Lease and contain breaks that operate at the same terms time as those contained in this lease (including as to rents Lease; and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is and must otherwise be in a form approved by the Landlord (Landlord, such approval not to be unreasonably withheld save that the Landlord's approval to the form of the underlease shall be deemed to have been given if the underlease is in the form or substantially the same form as the specimen underlease attached in Schedule 10. 3.15.7 In relation to any underlease granted by the Tenant, the Tenant will enforce the tenant covenants in the underlease and not vary the terms of the underlease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed). 3.15.8 If required by the EPC Regulations the Tenant shall obtain a valid EPC in respect of any underlease of the whole of the Property and deliver a copy to the Landlord (together with details of the reference number of such EPC if not apparent from the copy) within 5 Working Days of such EPC being issued. 3.15.9 If any sub-lease granted by the Tenant invalidates a valid EPC for any Neighbouring Property (or any part thereof) held by the Landlord of which the Tenant has prior written notification or adversely affects the asset rating in any such EPC then the Tenant shall (at the option of the Landlord) indemnify the Landlord in respect of the reasonable expenses properly incurred in respect of the cost of a new and valid EPC for the Neighbouring Property.

Underletting. Not to underlet or agree to ‌ 19.1 The Tenant shall not underlet the whole of the Property. 19.2 The Tenant shall not underlet a part of the Property or unless it is a Subletting Unit nor vary Permitted Part and otherwise than on the terms of any underlease without the Landlord's written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the followingfollowing conditions: (i) 19.2.1 the rent payable under combined floor area of all underlet premises shall not exceed fifteen per centum of the underlease must be:total internal floor area of the Property; and (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable 19.2.2 there shall be no more than three underleases at any one quarter in advance;time. (c) subject to upward only reviews at intervals no less frequent than 19.3 The Tenant shall not underlet a Permitted Part of the rent reviews under this lease;Property: (ii) 19.3.1 unless the undertenant Tenant covenants with the Landlord and in to pay to the underlease: (a) either: (I) to observe and perform the Tenant's covenants in this lease (except for payment Landlord, within 10 working days of receipt of the rents) same as prescribed by the sublease, fifty per centum of the rental income under such sublease; nor 19.3.2 unless the proposed undertenant has first covenanted by deed with the Landlord in such form as the Landlord may reasonably require that with effect from the date of the underlease and during the term of the underlease or until released pursuant to the 1995 Act; or (II) to undertenant will observe and perform all the Tenant's covenants in the underlease during the term provisions of the underlease or until released pursuant to be observed and performed by the undertenant and the provisions of this Underlease (other than payment of the Annual Rent) to be observed and performed by the Tenant; nor 19.3.3 (where the proposed undertenant is a corporate body and the Landlord reasonably so requires) without first procuring either covenants by deed with the Landlord in the which is acceptable to the 1995 ActLandlord as guarantor or an alternative form of security reasonably acceptable to the Landlord; nor (b) not to underlet, share or part with possession or occupation 19.3.4 except by way of the whole or any part of the underlet premises, nor to assign or charge part only of the underlet premises;a Permitted Underlease; nor (c) not to assign the whole of the underlet premises 19.3.5 without the Landlord's prior written consent of the Landlord (which shall will not be unreasonably withheld or delayed);. (iii) all rents 19.4 The Tenant shall enforce and other payments due under this lease (not the subject of a bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) the proposed form of underlease containing an agreement to exclude waive or vary the provisions of sections 24 a Permitted Underlease and 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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 operate at the relevant persons as required by dates of review 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those review provisions contained in this lease (including as an underlease but not to rents and agree the rent review) in upon such a review without the event prior written approval of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed). 19.5 The Tenant shall not accept a surrender of part only of any underlet premises without the prior written consent of the Landlord (such approval not to be unreasonably withheld or delayed).

Underletting. Not to underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of any underlease without the Landlord's ’s written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) where the term of the underlease is in excess of three years (but not otherwise) subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) not to observe and perform do anything which might amount to a breach of the Tenant's ’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; or; (IIb) to observe and perform the Tenant's covenants on the part of the undertenant in the underlease during the term of the underlease or until released pursuant to the 1995 Act; (bc) not to underlet, share or part with possession or occupation of the whole or any part of the underlet premises, nor to assign or charge part only of the underlet premises; (cd) not to assign the whole of the underlet premises without the Landlord's ’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 bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)

Underletting. Not to underlet or agree to underlet the whole of the Property or a Subletting Unit nor vary the terms of any underlease without the Landlord's ’s written consent (not to be unreasonably withheld or delayed). Any permitted underletting must comply with the following: (i) the rent payable under the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) where an underlease is for a term of more than 5 years, subject to upward only reviews at intervals no less frequent than the rent reviews under this lease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) to observe and perform the Tenant's ’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; or (II) to observe and perform the Tenant's covenants in the underlease 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 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 underlet premises without the Landlord's ’s prior written consent (which shall not be unreasonably withheld or delayed); (iii) all rents and other payments due and demanded (other than in the case of Principal Rent) under this lease (not the subject of a bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit 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 Landlord: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; and (b) the declaration actually made by the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 Order; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayed)

Underletting. Not to underlet or agree to 14.1 The Tenant may underlet the whole or part of the Property or a Subletting Unit nor vary in accordance with this clause 14 and with the, consent of the terms of any underlease without the Landlord's written Landlord (such consent (not to be unreasonably withheld withheld) and provided that the Tenant does not create more than three concurrent underleases at any time. 14.2 The Tenant must not underlet the whole or delayedpart of the Property: (a) together with any property, or any right over property, that is not included within this lease; (b) at a fine or premium or reverse premium; (c) allowing any rent-free period to the undertenant that exceeds the period that is then usual in the open market for such a letting; (d) unless the underlease has first been validly excluded from the provisions of the LTA 1954 (where it is a lease that might otherwise acquire security of tenure under Part II of the LTA 1954). ; (e) other than for a term that will expire on the earlier of (a) no later than three days before the Contractual Term expires by effluxion of time and (b) the date that this lease ends or is otherwise determined in accordance with this lease; (f) unless the undertenant has first entered into a direct covenant in favour of the Landlord to observe and perform the tenant covenants in the underlease and any document that is collateral or supplemental to it; and (g) unless a person of standing acceptable to the Landlord (acting reasonably) enters into a guarantee and indemnity of the tenant covenants of the underlease in favour of the Landlord in the form set out in Schedule 5 (but with such amendments and additions as the Landlord may reasonably require). 14.3 Any underletting by the Tenant must include: (a) an agreement between the Tenant and the undertenant that the provisions of sections 24 to 28 of the LTA 1954 are excluded from applying to the tenancy created by the underlease (where the underlease was required to be contracted out under clause 14.2(d)); (b) the reservation of a rent which is not less than the open market rental value of the Property at the date on which the Landlord grants consent to the underletting or that reasonably attributable to the part of the Property underlet; and which is payable at the same times as the Annual Rent under this lease (but this shall not prevent an underlease providing for a rent-free period of a length permitted underletting must comply with by clause 14.2(c)); (c) provisions for the followingreview of rent at the same dates and on the same basis as the review of the Annual Rent in this lease; (d) a covenant by the undertenant not to: (i) assign or charge the rent payable under whole or any part of the underlease must be: (a) not less than the rent reasonably obtainable in the open market for the Property or the Subletting Unit without fine or premium; (b) payable no more than one quarter in advance; (c) subject to upward only reviews at intervals no less frequent than the rent reviews under this leaseunderlease; (ii) the undertenant covenants with the Landlord and in the underlease: (a) either: (I) 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; or (II) to observe and perform the Tenant's covenants in the underlease during the term of the underlease or until released pursuant to the 1995 Act (b) not to underletpart with, share or part with possession or share occupation of the whole or any part of the underlet premises, nor to assign property; (iii) underlet the whole or charge part only of the underlet premisesproperty; and (iv) hold the underlease on trust for any person (except pending registration of a dealing permitted by the underlease at HM Land Registry or by reason only of joint legal ownership); (a) a covenant to comply with the terms of this lease except the covenant to pay the Annual Rent; (b) covenants by the undertenant not to use the Property other than for the Permitted Use and including covenants consistent with this Lease and the Permitted Use; (c) not to assign contains a right of re-entry on breach of any covenant by the whole undertenant; and (d) provisions requiring the consent or approval of the underlet premises without Landlord to be obtained in respect of any matter for which the Landlord's prior written consent (which shall not be unreasonably withheld or delayed); (iii) all rents and other payments due approval of the Landlord is required under this lease (not lease. 14.4 Any underletting by the subject of a bona fide dispute) are paid before completion of the underletting; (iv) in relation to any Subletting Unit Sections 24 to 28 of the 1954 Act Tenant must be excluded and before completion of the underletting a certified copy of each of the following documents must be supplied to the Landlordotherwise be: (a) the notice served on the proposed undertenant pursuant to section 38A(3)(a) of the 1954 Act; andby deed; (b) consistent with and include tenant covenants no less onerous than those in this lease excluding the declaration actually made by covenant in this lease to pay the proposed undertenant in compliance with the requirements of Schedule 2 of the 2003 OrderAnnual Rent; and (c) 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 declaration pursuant to the requirements of Schedule 2 of the 2003 Order as referred to 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; (v) in relation to any Subletting Unit the underlease grants such rights as are appropriate for the separate occupation and use of the Subletting Unit, reserves such rights as are appropriate for the separate occupation and use of the remainder of the property let by this lease and to enable the Tenant to comply with its obligations under this lease, and reserves as rent:- (a) a fair proportion of the cost of insuring the Property and the whole cost of insuring the loss of the principal rent and service charge payable under the underlease; and (b) a service charge which provides for the undertenant to pay a fair and reasonable proportion of expenditure incurred by the Tenant in relation to the maintenance, repair, renewal, decoration and cleaning of the Property (including without limitation the Conduits, plant and equipment therein) and the provision of services to the Property; (vi) there shall be no more than four (4) units of occupation at any time and no more than two (2) units of occupation on a single floor (and for this purpose a unit of occupation shall comprise (a) each Subletting Unit which is separately underlet and (b) the residue of the net lettable area of the Property (if any) retained by the Tenant); (vii) (in the case of an underletting of the whole of the Property) the underlease reserves as rent the Service Charge payable under this lease; (viii) (in the case of an underletting of a Subletting Unit) the underlease reserves as rent a fair and reasonable proportion of the Service Charge payable under this lease; (ix) if the Subletting Unit comprises less than a whole floor of the Property then unless the underletting either: (a) contains a covenant on the part of the undertenant to observe and perform the Tenant's covenants in this lease (except for payment of the rents) during the term of the underlease or untfl released pursuant to the 1995 Act; or (b) is on terms obliging the undertenant to take a lease of the whole of the Property for the unexpired residue of the term of this lease (less one day) on the same terms as those contained in this lease (including as to rents and rent review) in the event of the immediate reversion to such underlease becoming vested in the Landlord the underlease shall contain a break exercisable by the landlord on three (3) months' notice in the event of the immediate reversion thereto becoming vested in the Landlord; (x) the underlease is in a form approved by the Landlord (such approval not to be unreasonably withheld or delayedwithheld). 14.5 In relation to any underlease granted by the Tenant, the Tenant must: (a) not vary the terms of the underlease nor accept a surrender of the underlease without the consent of the Landlord (such consent not to be unreasonably withheld); (b) enforce the tenant covenants in the underlease and not waive any of them nor allow any reduction in the rent payable under the underlease; and (c) ensure that in relation to any rent review the revised rent is not agreed without the approval of the Landlord (such approval not to be unreasonably withheld).