You act for Freeway Properties Limited, the landlord of a three-storey office building. The whole of the building is let to ARK Accountants Limited for a term of 15 years from and including 24 June 2019.

ExtractsfromtheleaseofthepropertyareattachedasDocument 2.

1. TENANT'SCOVENANTS

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1. Prohibitionof Dealings

1. Except as expressly permitted by this Lease, the Tenant shall not assign, underlet, charge, part with or share possession or share occupation of this lease or the Property or hold this Lease on trust for any person (except pending registration of a dealing permitted by this Lease at Land Registryor by reason only of joint legal ownership).

1. TheTenantshallnotunderletthe wholeor anypartofthis Lease

1. TheTenantshallnot:

1. Charge the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld; or

1. Chargepartonlyofthis Lease

1. Assignment

1. The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld.

1. TheTenantshallnotassignpartonlyofthis Lease.

1. TheLandlordandtheTenantagreethat forthepurposesofsection19(1A) of the Landlord and Tenant Act 1927 the Landlord may give its consent to an assignment subject to all of the following conditions:

1. A condition that the assignor (and any former tenant who because of section 11 of the Landlord and Tenant (Covenants) Act 1995 has not been released from the tenant covenants of this Lease) enters into an authorised guarantee agreement which:

1. Isinrespectofallthetenantcovenants ofthis Lease;

1. Is in respect of the period beginning with the date the assignee becomes bound by these covenants and ending on the date when the assignee is released from those covenants by virtue of section 5 of the Landlord and Tenant (Covenants) Act 1995;

1. Imposesprincipaldebtorliabilityontheassignor(andanyformer tenant);

1. Requires (in the event of a disclaimer of liability of this lease) the assignor (or former tenant as the case may be) to enter into a new tenancy for a term equal to the unexpired residue of the Contractual Term; and

1. Isotherwiseinaform reasonablyrequiredbythe Landlord;

1. A condition that a person standing acceptable to the Landlord enters into a guarantee and indemnity of the tenant covenants of this Lease in such form as the Landlord may reasonably require).

1. The Landlord and the Teant agree that for the purposes of section 19(1A)oftheLandlordandTenantAct1927theLandlordmayrefuseitsconsentto an assignment in the circumstance that:

1. AnyRentorothermoneydueunderthisLeaseisoutstanding;or

1. IntheLandlord'sreasonableopiniontheassigneeisnotapersonwho is likely to be able to comply with the tenant covenants of this Lease and to be able to continue to comply with them following the assignment.

1. Nothing in this clause shall prevent the Landlord from giving consent subject to any other reasonable condition, nor from refusing consent to an assignment in any other circumstances where it is reasonable to do so.

1. Promptly, the Tenant shall apply to register the transaction at Land Registry. The Tenant shall ensure that any requisitions raised by Land Registry in connection with that application are dealt with promptly and properly. Within one month after completion of the registration, the Tenant shall send the Landlord official copies of its title.

1. No laterthan one month following anyassignment of this Lease the Tenant shall:

1. GivetheLandlord'ssolicitorsnoticeofthe assignment

1. Deliver two certified copies of any document effecting the assignment to the Landlord's solicitors; and

1. PaytheLandlord'ssolicitorsaregistrationfeeof200(plusVAT)

You are aware from the Advance Facts thatyou act for Freeway Properties Limited ("the Landlord"). The Landlord owns a three-storey office building ("the Property"). The whole of the Property is let to ARK Accountants Limited ("the Tenant") for a term of 15 years from and including the 24June 2019 ("the Lease").

The existing planning use of the Property is an office under Use Class E.

1. It is nowMay 2025. Due to changes within the company the Tenant has approached the Landlord requesting permission to assign their lease to Williams Architects Limited ("the New Tenant"). The New Tenant will continue to use the Property as an office and is a recently formed company.

The Landlord has no concerns with the Tenant who has always paid the rent on time and appears financially stable. The Landlord would like to keep the Tenant on the hook if at all possible as it is concerned about the New Tenant with it being a new business.

1. For this question assume it is April 2025 and that you act for the New Tenant. Prior to the assignment of the Lease the Tenant is considering as to whether to buy or lease the Property.

The Landlord and the New Tenant decided not to transfer the freehold interest in the Property and the assignment to the New Tenant completed successfully in accordance with Document 2 of the Advance Facts. It is now July 2027. The Landlord has called you with some concerns as to the New Tenant. The Rent is payable by equal quarterly payments in advance on the usual quarter days and is 7 days late. The New Tenant has assured the Landlord that the rent will be paid shortly but the Landlord would like to understand its legal options.

Advise the Landlord on its options in respect of the unpaid rent and the advantages and disadvantages of each option.