SUCH
OBJECTIONS OR REPRESENTATIONS WOULD BE MATERIALLY DETRIMENTAL TO THE TENANT'S
BUSINESS INTERESTS).
13
3.12
3.12.1
NOT TO USE THE
PROPERTY OTHERWISE THAN AS OFFICES AND FOR PURPOSES ANCILLARY TO THAT USE.
3.12.2
NOTHING IN THIS
LEASE IMPLIES OR IS TO BE TREATED AS A WARRANTY TO THE EFFECT THAT THE USE OF
THE PROPERTY FOR THOSE PURPOSES IS IN COMPLIANCE WITH THE PLANNING ACTS AND ALL
OTHER STATUTES AND REGULATIONS RELATING TO TOWN AND COUNTRY PLANNING FROM TIME
TO TIME IN FORCE.
3.13
3.13.1
NOT TO ASSIGN OR
CHARGE PART ONLY OF THE PROPERTY.
3.13.2
NOT TO ASSIGN OR
CHARGE THIS LEASE WITHOUT THE CONSENT OF THE LANDLORD BUT SUBJECT TO THE
OPERATION OF THE FOLLOWING PROVISIONS OF THIS CLAUSE 3.13.2 SUCH CONSENT IS NOT
TO BE UNREASONABLY WITHHELD OR DELAYED:
ON AN ASSIGNMENT BY THE TENANT THE
LANDLORD MAY REQUIRE IF IT IS REASONABLE AND PROPER TO DO SO A GUARANTEE OF THE
TENANT COVENANTS OF THE ASSIGNEE FROM A GUARANTOR WHO IS REASONABLY AND PROPERLY
ACCEPTABLE TO THE LANDLORD (THE OPERATIVE PROVISIONS OF WHICH ARE IN THE FORM
REQUIRED IN SCHEDULE 5 PART 1); AND
THE LANDLORD MAY IN ADDITION TO
REASONABLE AND PROPER GROUNDS WITHHOLD ITS CONSENT TO AN APPLICATION BY THE
TENANT FOR LICENCE TO ASSIGN THIS LEASE UNLESS (FOR THE PURPOSES OF SECTION
19(1A) OF THE LANDLORD AND TENANT ACT 1927) THE CONDITIONS IN THIS CLAUSE
ARE MET; THAT:
(A)
AT THE TIME OF THE ASSIGNMENT THERE ARE NO
ARREARS OF RENT OR OTHER MONIES DUE TO THE LANDLORD;
(B)
IF REASONABLY REQUIRED AT THE TIME OF
ASSIGNMENT THE TENANT ENTERS INTO AN AUTHORISED GUARANTEE AGREEMENT THE
OPERATIVE PROVISIONS OF WHICH ARE IN THE FORM REQUIRED IN SCHEDULE 5 PART 2;
AND/OR
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(C)
ON AN ASSIGNMENT BY THE TENANT TO A COMPANY
WHICH IS ANOTHER MEMBER OF THE SAME GROUP OF COMPANIES THE ULTIMATE HOLDING
COMPANY (UNLESS IT IS THE ASSIGNEE OR IT WOULD ITSELF BE GIVING AN AUTHORISED
GUARANTEE AGREEMENT) ENTERS INTO A GUARANTEE (THE OPERATIVE PROVISIONS OF WHICH
ARE IN THE FORM REQUIRED IN SCHEDULE 5 PART 1) BUT IF THE ULTIMATE HOLDING
COMPANY WOULD OTHERWISE BE RELEASED FROM LIABILITY THE LANDLORD MAY REQUIRE
ANOTHER SUBSTANTIAL MEMBER OF THE GROUP TO GIVE THE GUARANTEE.
3.13.3
NOT TO UNDERLET THE
WHOLE OR ANY PART OF THE PROPERTY WITHOUT THE CONSENT OF THE LANDLORD (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
3.13.4
ON THE GRANT OF AN
UNDERLEASE TO OBTAIN COVENANTS BY DEED FROM THE UNDERLESSEE DIRECT WITH THE
LANDLORD IN SUCH FORM AS THE LANDLORD MAY REASONABLY REQUIRE THAT THE
UNDERLESSEE WILL:
NOT ASSIGN SUB-UNDERLET OR CHARGE
PART ONLY OF THE PREMISES UNDERLET;
NOT PART WITH OR SHARE POSSESSION
OR OCCUPATION OF THE WHOLE OR ANY PART OF THE PREMISES UNDERLET NOR GRANT RIGHTS
TO THIRD PARTIES OVER THEM EXCEPT BY A PERMITTED ASSIGNMENT OR SUB-UNDERLETTING;
NOT ASSIGN, CHARGE OR SUB-UNDERLET
THE WHOLE OF THE PREMISES UNDERLET WITHOUT OBTAINING THE PREVIOUS CONSENT