Where the landlord is obliged to proceed but is precluded by a covenant, condition or other obligation from disposing of the protected interest to the nominated person unless the consent of some other person is obtained—
he shall use his best endeavours to secure that the consent of that person to that disposal is given, and
if it appears to him that that person is obliged not to withhold his consent unreasonably but has nevertheless so withheld it, he shall institute proceedings for a declaration to that effect.
Subsection (1) ceases to apply if a notice of withdrawal is served under section 9A or 9B (withdrawal of either party from transaction) or if notice is served under section 10 (lapse of landlord's offer: premises ceasing to be premises to which this Part applies).
Where the offer notice was one to which section 5B applied (sale by auction), the restrictions are—
that the disposal is made by means of a sale at a public auction, and
that the other terms correspond to those specified in the offer notice.
In any other case the restrictions are—
that the deposit and consideration required are not less than those specified in the offer notice or, if higher, those agreed between the landlord and the nominated person (subject to contract), and
that the other terms correspond to those specified in the offer notice.