3.12.1 Not to part with or share the possession or occupation of the whole or any part or parts of the Property Provided that the Tenant may share occupation of part of the Property with a body or individual providing services or facilities which are ancillary to and within the uses referred to in clause 3.9.3 where no relationship of landlord and tenant arises as a result of such occupation;
3.12.2 Not to hold the Property or any part or parts of the Property or this Lease on trust for another;
3.12.3 Subject to sub-clause 3.12.4 and 3.12.5 not to assign or transfer any part or parts or the whole of the Property;
3.12.4 The Tenant is permitted to assign or transfer the whole of the Property to a successor charitable or public body where the Secretary of State has given approval in writing to such an assignment or transfer;
3.12.5 During the subsistence of the Schools Agreement where the Tenant's interest in the Schools Agreement is assigned in accordance with clause ♦ of the Schools Agreement the Tenant shall simultaneously assign the benefit of this Lease to the assignee of the Tenant's interest in the School's Agreement;
3.12.6 During any period when there is no Project Agreement subsisting:
(a) not to underlet the whole Property; and
(b) not to underlet any part or parts of the Property for a term (including any option to renew) in excess of 10 years provided that no more than three underleases are subsisting at the Property at any one time during the Term;
3.12.7 During the subsistence of the Project Agreement not to underlet the whole of the Property;
3.12.8 During the subsistence of the Project Agreement not to underlet any part or parts of the Property without the prior written consent of the Landlord and the parties agree that:
(a) the Landlord may not unreasonably withheld or delay its consent to a proposed underletting where the underlease is in form which is not inconsistent with the terms of this Lease or of the Project Agreement;
(b) the maximum term (including any option to renew) of any underlease granted pursuant to this Clause 3.12.8 will be 10 years;
(c) the Tenant shall not underlet any part or parts of the Property unless, before the underlease in question is granted, the Tenant has given the Landlord:
(i) a certified copy of the notice served on the undertenant, as required by section 38(A)(3)(a) of the 1954 Act, applying to the tenancy to be created by the underlease;
(ii) a certified copy of the declaration or statutory declaration made by the undertenant in accordance with the requirements of section 38(A)(3)(b) of the 1954 Act; and
(iii) a direct deed of covenant from the undertenant in a form approved by the Landlord (acting reasonably) in favour of the Landlord whereby the undertenant covenants to comply with the tenant's covenants contained in the underlease;
(d) any underletting by the Tenant shall be by deed and shall include an agreement between the Tenant and the undertenant that the provisions of section 24 to 28 of the 1954 Act are excluded from applying to the tenancy created by the underlease;
(e) the Tenant shall not grant any lease or rights to a telecommunication company or operator where the use of any equipment to be installed on the Property is intended to be used or made available for use by the general public;
3.12.9 Not to charge the whole or any part or parts of the Property without the Landlord's written consent.