Exhibit 10.22
DATED_______________________2006
THE TRUSTEES OF THE WALLINGFEN PARK LIMITED PENSION TRUST
-to-
LAKELAND INDUSTRIES EUROPE LIMITED
***************
LEASE
Relating to:
Units 9 and 10 and office block at
Wallingfen Park, 236 Main Road Newport
East Riding of Yorkshire
Ivesons
Solicitors
HULL
<PAGE>
A LEASE DATED
-------------
1.1
The Landlord
MICHAEL ROBERT KENDALL
AND JUNE JARVIS
of Wallingfen
Lodge, 236 Main Road,
Newport, East
Yorkshire HU15 2RH and
BARNETT WADDINGHAM
TRUSTEES
LIMITED
whose registered
office is at Chalfont
Court,
Hill
Avenue, Amersham,
Buckinghamshire HP6 5BB
1.2.1 The Tenant
LAKELAND
INDUSTRIES
EUROPE LIMITED
(Company
Number
04500660)
whose
registered
office is
at Unit 11
Wallingfen Park 236
Main Road Newport
East Yorkshire HU15 2RH
1.3
The Guarantor
None
1.4
The Premises
All that the
light industrial units
known as Unit 9 and 10
TOGETHER WITH
the office
block to the south of
Unit
11 all of which form part of Warehouse
Unit 3 at Wallingfen
Park, 236 Main
Road,
Newport,
East Riding
of
Yorkshire and
are shown for the
purposes of
identification only
edged
red on the Plan
1.5
The Estate
The land
and warehouse buildings
situate at Wallingfen
Park, 236 Main
Road, Newport
(of which the
Premises
forms part)
together
with
such
additional land and
buildings owned or
acquired by the
Landlord from time
to
time as shall be
brought into use in
the Estate
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1.6
Contractual Term
Five (5) years from and including the
First day of January 2006
1.7
Rent Commencement Date
the First day of January 2006
1.8
Initial Rent
Twenty-two Thousand Nine Hundred Pounds
((pound)22,900.00) exclusive of VAT
1.9
Review Dates
the First day of
January 2007 and the
First day of January in each year
thereafter and
Review Date means any
one of the review dates
1.10
Interest Rate
4% per year
above the base lending
rate of Barclays Bank Plc or such
other Bank
(being a member of the
Committee of
London and Scottish
Bankers) as the
Landlord may from time
to time nominate in writing
1.11
Permitted User
General workshop
storage and office
use/light industrial
use or such other
use that falls within classes B1
and/or B8
of the Schedule
to the Town
and Country
Planning
(Use Classes)
Order 1987 (as amended
by the Town and
County Planning (Use Classes)
(Amendment) (England)
Order 2005 as
the Landlord
shall from time to time
approve (such
approval
not to be
unreasonably withheld or delayed)
2.
DEFINITIONS
------------------
2.1 For all
purposes of this Lease the terms defined in clauses 1 and 2
have the meanings specified
2
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2.2 "Access
Roads" means the
roadways, yards and
pavements shown
hatched
blue on the Plan
2.3
"Authorised Guarantee
Agreement" shall have the same meaning as in the
Landlord and Tenant (Covenants) Act 1995
2.4
"Buildings" means the
warehouse building or buildings now or at any
time during the Term erected on the whole or part of the Estate
2.5 "the
Industrial
Covenants"
means the covenants set out in the Third
Schedule
2.6 "the
Insurance Rent" means
the sums which the Landlord shall from time
to time pay or be required to pay by way of premium
2.6.1 for
insuring the Premises (including insuring for loss of
Rent) in accordance
with its obligations contained in this
Lease and
2.6.2 for
insuring in such amount and on such terms (as the Landlord
shall consider appropriate or shall be reasonable) against all
liability of the Landlord to third parties arising out of or
in connection
with any matter
including or relating to the
Premises
Provided that
where any policy for such insurance includes other
property as well as the Premises the Insurance Rent shall be equal
to a
fair and reasonable
proportion
attributable
to the Premises (to be
assessed by the Surveyor whose decision shall be final and
binding on
all the parties
hereto) of such sums referred to in sub-clause 2.6.1
and 2.6.2.
2.7 "Insured
Risks"
means,
subject
to reasonable and continuing
availability of insurance cover and without limitation,
fire lightning
explosion riot
civil commotion malicious persons and vandals
earthquakes storm
tempest flood bursting
and over flowing water pipes
tanks and other
apparatus impact by road vehicles and non-hostile
aircraft (including
articles dropped from aircraft) and such other
risks or contingencies as the Landlord from time to time in its
reasonable discretion
may think fit to insure against subject to any
exclusions limitations
and conditions contained in the Policy of
Insurance
2.8 "Interest"
means interest during
the period from the date on which the
payment is due to the
date of payment both before and after any
judgement at the Interest Rate then prevailing or should the base
rate
referred to in clause
1.10 cease to exist or not be published at any
time
3
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such other rate of
interest as is most
closely comparable with the
Interest Rate to be
agreed between the parties or in default of
agreement to be determined by the Surveyor acting as an expert and not
as an arbitrator
2.9 "the 1954
Act" means the Landlord and Tenant Act 1954 (and all statutes
regulations and orders included by virtue of clause 3.14)
2.10
"Pipes" means all
pipes sewers
drains mains ducts
conduits gutters
water courses
wires cables
channels flues and all other conducting
media and includes any fixings louvres cowls and any other ancillary
apparatus which are in on or under or which serve the Premises
2.11
"the Plan" means the plan annexed to this Lease
2.12
"the Planning
Acts" means the Town
and Country Planning
Act 1990 the
Planning (Listed
Buildings and Conservation Areas) Act 1990, the
Planning
(Hazardous
Substances) Act
1990
and the Planning
(Consequential
Provisions) Act 1990 (and all statutes regulations and
orders included by virtue of clause 3.14)
2.13
Rent" means the Initial Rent and rent ascertained in accordance with
the Second Schedule
and such term does not include the Insurance Rent
or Service Charge but
the terms Rents
includes both the Rent
and the
Insurance Rent and the Service Charge
2.14
"Service Charge" means
such proportion as the gross metric area of the
Premises bears to the
gross metric area of the Buildings on the Estate
from time to time of
which it forms part (to be assessed by the
Surveyor whose decision reasonably based and reached shall be final
and
binding on all the parties hereto) of the annual expenditure referred
to in Part A of the Fourth Schedule
2.15
"Surveyor" means any suitability qualified person or firm appointed
by
the Landlord to perform any of the functions of the Surveyor under
this
Lease (including
an employee of the
Landlord or a company
that is a
member of the same group as the Landlord within the meaning of Section
42 of the 1954 Act and including also the person or the firm
appointed
by the Landlord to collect the rents)
3.
INTERPRETATION
-----------------------
3.1 The
expressions "the Landlord" and "the Tenant" wherever the context
so
admits include
4
<PAGE>
the person for the time being entitled to the reversion immediately
expectant on the
determination of the Term and the Tenants successors
in title respectively and any reference to a superior landlord
includes
the Landlord's
immediate reversioner
(and any superior
landlords) at
any time
3.2 Where the
Landlord the Tenant or the Guarantor for the time being are
two or more persons
obligations expressed
or implied to be made by or
with such party are deemed to be made by or with such persons jointly
and severally
3.3 Words
importing one gender include all other genders and words
importing the singular include the plural and vice versa
3.4 The
expression "Guarantor"
includes not only the
person registered to
in clause 1.3 (if any) but also any person who enters into covenants
with the Landlord pursuant to clauses 5.9.5 or 5.25
3.5 The
expression "the Premises" includes but without limitation
3.5.1 the
interior faces (including plaster surfaces) of all walls
and ceiling contiguous with the Premises
3.5.2 the
interior faces (including plaster surfaces) of all columns
within the Premises
3.5.3 the
floor boards of the
Premises including beams or joists
supporting the same
3.5.4 the
suspended ceilings (if any) and lighting of the Premises
3.5.5
Doors and all doors contiguous with the Premises including the
fasteners catches locks and glass herein
3.5.6 all
windows but excluding the lintels as are contiguous with
the Premises including
the fasteners catches locks frames and
glass therein
3.5.7 all
additions alterations and improvements to the Premises
3.5.8 all
the Landlord's fixtures and fittings and fixtures of every
kind which shall from time to time be in or upon the Premises
(whether originally
affixed or fastened to or upon the
Premises or otherwise)
except any such fixtures installed by
the Tenant
3.5.9 all
Pipes in on under or
over and exclusively serving the
Premises
5
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and excludes:-
3.5.10 the
exterior of the Premises
3.5.11 the
structure of the Premises (save as may be included by
virtue of clause 3.5.3)
3.5.12 the
foundation of the Premises
but such expression
includes no air space
above the height of the top
of the Premises and
references
to the Premises in the
absence of any
provision to the contrary include any part of the Premises
3.6 The
expression "the Term" includes the Contractual Term and any period
of holding over or extension or continuance of the Contractual Term
whether by statute or
common law
3.7 References
to "the last year of
the Term" include the last year of the
Term if the Term shall
determine otherwise
than by effluxion of
time
and references
to "the expiration of the Term" include such other
determination of the Term
3.8 References
to any right of the
Landlord to have access to the Premises
shall be construed
as extending to any superior landlord and any
mortgagee of the Premises and to all persons authorised by the
Landlord
and any superior landlord or mortgagee (including agents professional
advisers contractors
or workmen and others) (where such superior Lease
or mortgage
grants such right of
access to the superior
Landlord or
mortgagee)
3.9 Any
covenant by the Tenant not to do an act or thing shall be deemed
to
include an obligation
not to permit or
suffer such act or thing to be
done by another person where the Tenant is aware that such act or
thing
is being done
3.10
Any provision in this Lease referring to the consent or approval of
the
Landlord shall be
construed as also
requiring the consent or approval
of any mortgagee of the Premises and any superior landlord where such
consent shall be
required but nothing in this Lease shall be construed
as implying that any
obligation
is imposed upon any
mortgagee or any
superior landlord
not unreasonably to refuse any such consent or
approval
3.11
References to "consent of the Landlord" or words to similar effect
mean
a consent in
writing signed by or on behalf of the
Landlord and to
"approved" and
"authorised"
or words to similar
effect mean (as
the
case may be) approved or authorised in writing by or
6
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on behalf of the Landlord
3.12
The terms "the parties" or "party" mean the Landlord and/or the Tenant
but except where there is an express indication to the contrary
exclude
the Guarantor
3.13
"Development" has the
meaning given by the
Town and Country
Planning
Act 1990 Section 55
3.14
Any references to a specific statute include any statutory
extension or
modification
amendment or
re-enactment
of such statute and any
regulations or orders made under such statute and any general
reference
to "statute" or
"statutes" includes
any regulations or orders made
under such statute or statutes
3.15
References in this
Lease to any clause sub clause or schedule without
further designation shall be construed as a reference to the clause
sub
clause or
schedule to this Lease so numbered
3.16
The clause paragraph
and schedule headings do not form part of
this
Lease and shall
not be taken
into account in its construction or
interpretation
4.
DEMISE
---------------
The Landlord demises
to the Tenant the Premises EXCEPTING AND RESERVING to the
Landlord the rights
specified in Part I of the First Schedule BUT TOGETHER WITH
the rights specified
in Part II of the
First Schedule TO HOLD
the Premises to
the Tenant for the Contractual Term SUBJECT to all rights
easements privileges
restrictions covenants
and stipulations of whatever nature affecting the
Premises YIELDING
AND PAYING to the Landlord
4.1 The Rent
payable without deduction by equal quarterly payments in
advance on the usual quarter days in every year and proportionately
for
any period
of less than a year the first such payment being a
proportionate sum in
respect of the period from and including the Rent
Commencement Date to and including the day before the quarter days
next
after the Rent
Commencement Date to
be paid on the date of this Lease
and
4.2 By way of
further rent the Insurance Rent payable on demand in
accordance with clause
7 and the Service
Charge payable in accordance
with the Third Schedule
7
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5. THE
TENANT'S COVENANTS
-------------------------------
The Tenant covenants with the Landlord
5.1 Rent
5.1.1 to
pay the rents on the days and in the manner set out in this
Lease and not to
exercise or seek to
exercise any right or
claim to withhold rent or any right or claim to legal or
equitable set-off
5.1.2 if
so required
in writing by the Landlord to make such
payments by
banker's order or credit transfer to any bank
account in the United
Kingdom that the
Landlord may from time
to time nominate
5.2 Outgoings
and VAT
To pay and to indemnify the Landlord against
5.2.1 all
rates taxes
assessments duties
charges impositions
and
outgoings which are
now or during the Term
shall be charged
assessed or imposed
upon the Premises or upon the owner or
occupier of
them (excluding any payable by the Landlord
occasioned by a
receipt of rents or by any disposition or
dealing with or ownership of any interest reversionary to the
interest created
by this Lease) and if the Landlord shall
suffer any loss of rating relief which may be applicable to
empty premises
after the end of the Term by
reason of such
relief being
allowed to the Tenant in respect of any
period
before the
end of the
Term to make
good such loss to the
Landlord and
5.2.2 VAT
(or any tax of a similar nature that may be substituted
for it or levied in addition to it) chargeable in respect of
any
payment made by the Tenant under any of the terms of or in
connection with this
Lease or in respect of any payment made
by the Landlord
where the Tenant agrees in this Lease to
reimburse the Landlord for such payment
5.3
Electricity Gas and Other Services Consumed
To pay to the
suppliers and to
indemnify the Landlord against all
charges for water
electricity gas and other services consumed or used
at or in relation to
the Premises (including meter rents)
5.4 Repair
Cleaning Decoration etc
5.4.1 to
keep the Premises in as good repair as the same are now in,
as evidenced by
the
8
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Schedule of Condition
attached hereto excepting damage caused
by an Insured Risk save to the extent that the insurance money
is irrecoverable
in consequence of any
act or default of the
Tenant or anyone at the Premises expressly or by implication
with the Tenant's authority and under the Tenant's control
5.4.2 to
replace from time to time the Landlord's fixtures and
fittings in the Premises which may be or become beyond
repair
at any time during or at the expiration of the Term
5.4.3 to
clean the Premises and keep them in a clean condition
5.4.4 the
Tenant must redecorate the Premises in a good and
workmanlike manner
and with appropriate materials of good
quality as
often as is in the reasonable opinion of the
Landlord or his Surveyor necessary in order to maintain a high
standard of decorative finish and preserve the Premises and in
the last year of the
Term and when in the last year of the
Term any change to the
tints, colours
and patterns of the
decoration are
to be first approved by the Landlord in
writing, provided that the covenants relating to the last year
of the Term are not to apply where the Tenant has redecorated
the Premises less than 18 months before the end of the Term.
5.4.5 not
to deposit or permit to be deposited any waste rubbish or
refuse on the Access Roads
5.4.6 not
to keep or store on the Access Roads any vehicle caravan
or movable dwelling
5.4.7 not
to cause the Access Roads to be untidy or in a dirty
condition and in
particular
(but without prejudice to the
generality of the
above) not to
deposit on them refuse or
other materials
5.4.8 where the use of Pipes boundary
structures or other things is common to the Premises and other
property to be
responsible for and to
indemnify the Landlord
against all sums due
from and to undertake
all work that is
the responsibility
of the owner
lessee or occupier of the
Premises in relation to those Pipes or other things
5.5 Waste and
Alterations
5.5.1 Not
to
5.5.1.1 commit any
waste
5.5.1.2 make any
addition to the Premises
9
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5.5.1.3 unite the
Premises with any adjoining premises
5.5.1.4 make any
alteration to the Premises save as permitted
by the following provisions of this clause
5.5.2 not
to make any alterations to the Premises without
5.5.2.1 obtaining and
complying with all
necessary consents
of any competent
authority and paying all charges of
any such authority in respect of such consents
5.5.2.2 making an
application supported by drawings and where
appropriate a specification in duplicate prepared by
an Architect
or member of some other appropriate
profession
5.5.2.3 paying the
fees of the Landlord any superior landlord
any mortgagee
and their respective professional
advisers and
5.5.2.4
entering into such covenants as the Landlord may
require as to the execution and reinstatement of the
alterations and
in the case of any works of a
substantial nature the
Landlord may require prior to
the commencement
of such works the
provision by the
Tenant of adequate
security in the form of a deposit
of money or the
provision of a bond as
assurance to
the Landlord
that any works
which may from time
to
time be permitted
by the Landlord shall be fully
completed
5.5.3 subject to the provisions of clause 5.5.2 not to make any
internal
non-structural
alterations to the Premises without
the consent
of the Landlord (such consent not to be
unreasonably withheld or delayed)
5.5.4 to
remove any additional
buildings additions
alterations or
improvements made to
the Premises at the
expiration
of the
Term if so requested by the Landlord and to make good any part
or parts of the Premises which may be damaged by such removal
5.5.5 not
to make connection
with the Pipes that serve the Premises
otherwise than in
accordance
with plans and
specifications
approved by the Landlord (such approval not to be unreasonably
withheld or
delayed)
subject
to consent to make such
connections having previously been obtained from the competent
statutory
authority or undertaker
10
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5.6 Aerials
Signs and Advertisements
5.6.1 Not
to erect any pole mast or wire (whether in connection with
telegraphic telephonic
radio or television
communication or
otherwise) upon the Premises
5.6.2 Not
to affix to or exhibit on the outside of the Premises or
to or through any window of the Premises nor display anywhere
on the Premises
any placard sign notice fascia board or
advertisement except
any sign permitted by virtue of any
consent given by the Landlord pursuant to a covenant contained
in this Lease
5.7 Statutory
Obligations
5.7.1 At
the Tenant's
own expense to execute
all works and provide
and maintain
all arrangements upon or in respect of the
Premises or the use to which the Premises are being put that
are required in order to comply with the requirements of any
statute (already
or in the future to be passed) or any
government
department local
authority
other public or
competent
authority or
Court of competent jurisdiction
regardless of whether
such requirements are imposed on the
lessor the lessee or
the occupier
PROVIDED THAT the Tenant
shall not be responsible for the remediation of any
contamination in on or under the Premises or the Estate at the
date of this Lease
5.7.2 Not
to do in or near the
Premises any act or
thing by reason
of which the Landlord may under any statute incur have imposed
upon it or become liable to pay any penalty damages
compensation costs charges or expenses
5.7.3
Without
prejudice to the
generality of the above to comply in
all respects with the provisions of any statutes and any other
obligations imposed by law or by any byelaws applicable to the
Premises or in regard to carrying on the trade or business for
the time being carried on the Premises
5.8 Access of
Landlord and Notice to Repair
5.8.1 To
permit the Landlord:
5.8.1.1 to
enter upon the Premises on giving reasonable
notice to the Tenant and causing as little
inconvenience and
disturbance to the
Tenant and its
business as possible for the purpose of ascertaining
that the covenants and
conditions of this Lease
11
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have been observed and performed
5.8.1.2 to view (and
to open up floors under the parts of the
Premises where such
opening up is required
in order
to view) the state of
repair and
condition of the
Premises and
5.8.1.3
to give to the Tenant
(or leave upon the
Premises) a
notice specifying any repairs cleaning maintenance or
painting that the
Tenant has failed to execute in
breach of the terms of this Lease and to request the
Tenant to execute the
same within
such reasonable
time as the notice may specify having regard to the
nature and extent of the work required to remedy the
breach including
the making good of
such opening up
(if any) providing that any such opening-up shall be
made good by and at
the cost of the
Landlord where
such opening-up
reveals no breaches of
the terms of
this Lease
5.8.2 As
soon as possible to repair cleanse maintain and paint the
Premises as required by such notice
5.8.3 If
within one month of the service of such a notice the Tenant
shall not have commenced and be proceeding diligently with the
execution of the work
referred to in the notice or shall fail
to complete the work within two months or if in the Landlord's
Surveyors reasonable
opinion the Tenant is unlikely to have
completed the work
within such period to permit the Landlord
to enter the Premises to execute such work as may be necessary
to comply with the notice and to pay to the Landlord the cost
of so doing and all expenses incurred by the Landlord
(including
legal costs and surveyors fees) within 14 days of a
written demand
5.9
Alienation
5.9.1 Not
to hold on trust
for another or (save pursuant to a
transaction permitted
by and effected in accordance with the
provisions of this
Lease) part with the possession of the
whole or any part of the Premises or permit another to occupy
the whole or any part of the Premises
5.9.2 Not to assign or
charge part only of the Premises and not to
underlet the whole or any part
12
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of the Premises
5.9.3 Not
to assign or charge
the whole of the Premises without
prior consent
to the Landlord such consent not to be
unreasonably withheld
or delayed provided
that the Landlord
shall be entitled (for
the purposes of Section 19(1A) of the
Landlord and Tenant Act 1925) in relation to an assignment
5.9.3.1 to withhold
its consent in any of
the circumstances
set out in clause 5.9.4
5.9.3.2 to impose all
or any of the matters set out in clause
5.9.5 as a condition of its consent
The provisos to this subclause shall operate without prejudice
to the right of the
Landlord to withhold
such consent on any
other ground or
grounds where such withholding of consent
would be reasonable
or to impose any
further condition or
conditions upon the
grant of consent where the imposition of
such condition or conditions would be reasonable
5.9.4 The
circumstances
referred to in clause
5.9.3.1 above are as
follows:-
5.9.4.1 where the
assignee is an
associated
company of the
Tenant
5.9.4.2. where in the
reasonable opinion of
the Landlord the
proposed assignee is
not responsible or
respectable
or of sufficient
financial standing to
enable it to
comply with the tenant's covenants in the Lease
5.9.4.3 where prior to
completion of the intended assignment
the Tenant
has not paid
all of the
rents or other
monetary
payments due
hereunder
or had not
substantially observed
or performed the covenants on
the part of the Tenant herein contains
5.9.5
The
matters referred to in clause 5.9.3.2 as conditions are as
follows:-
5.9.5.1 that the
Tenant enters into an
Authorised
Guarantee
Agreement on or before
completion of the
assignment
whereby the
Tenant covenants by deed with the
Landlord to guarantee the performance by the proposed
Assignee of all
covenants on the part
of the Tenant
and conditions
contained in this Lease in a form
reasonably required by
the Landlord to
incorporate
all or any of the terms set out in the Fifth Schedule
(as if reference
therein to "the Guarantor" were
reference to the
Tenant) with such amendments or
additions as the
Landlord may require
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within the provisions
of S.16 of the
Landlord and
Tenant (Covenants) Act
1995 save that such guarantee
shall not extend
to any liability restriction or
other requirement
arising after the Assignee is
released from its covenants by virtue of the Landlord
and Tenant (Covenants) 1995
5.9.5.2 that the
Tenant provides two
references
confirming
that the proposed
assignee responsible
and will be
able to pay the rent and meet the other outgoings and
liabilities arising
under the Lease from
any of the
following namely
a former landlord bank trade
creditor solicitor or
accountant
(except where the
financial status of
the proposes
assignee is such
that it would be
unreasonable for the
Landlord to
require such references)
5.9.5.3 that
any assignee of the whole of the Premises
covenants by deed with
the Landlord to pay the rents
reserved by this Lease and to observe and perform all
covenants on the part
of the Tenant and
conditions
contained in
this Lease during the Term until
released by
virtue of the Landlord and Tenant
(Covenants) Act 1995
5.9.5.4 that
(where it is reasonable so to require) in
addition to the
guarantee provided by the Tenant
pursuant to sub clause
5.9.5.1 at least two sureties
acceptable to the Landlord (acting reasonably) act as
sureties for
the assignee in order to covenant
jointly and
severally with the Landlord that the
assignee will pay the
rents reserved
by this Lease
and perform and observe the covenants on the part of
the Tenant and the conditions contained in this Lease
and otherwise
in the terms set out in the Fifth
Schedule hereto
(as if reference therein to "the
Guarantor" were
reference to the
sureties) or such
other terms as the Landlord may reasonably require
5.9.5.5 that the
Tenant has with the
application for consent
to assign produced to the Landlord either an
undertaking from its
solicitors to pay or such other
security
satisfactory to
the Landlord (acting
reasonably) to cover
payment of, whether the licence
is granted
or not, all costs and disbursements
(including
irrecoverable
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VAT) which may be properly incurred by the Landlord
in connection
with
the application for consent
(including without prejudice to the generality of the
foregoing) its solicitors' costs, it surveyors' costs
and the costs of any
accountants employed
to advise
in whether
the intended assignee satisfies any
financial criteria
specified in this Lease or is a
person of such financial standing that it is
reasonable for the
Landlord to grant licence for the
assignment of this Lease to it
5.9.6
Within 28 days of any assignment charge underlease or
sub-underlease
or any transmission or other devolution
relating to the Premises to produce for registration with the
Landlord's solicitors
such deed to
document or a certified
copy of it an to pay to the Landlord's solicitors reasonable
charges for the registration of every such document
5.9.7
Notwithstanding
clause 5.9.1
the Tenant may share the
occupation of the
whole or any part of
the Premises
with a
company which is a
member of the
same group as the Tenant
(within the meaning of Section 42 of the 1954 Act) for so long
as both companies
shall remain members of that group and
otherwise than in a
manner that transfers
or creates a legal
estate
5.10
Nuisance etc and Residential Restrictions
5.10.1 Not to do
nor allow to remain upon the Premises anything which
may be or become or
cause a nuisance
annoyance disturbance
inconvenience injury
or damage to the Landlord or its tenants
or the owners or occupiers of adjacent or neighbouring
premises
5.10.2 Not to
use the Premises for a sale by auction or for any
dangerous
noxious noisy
or offensive trade business
manufacture or
occupation nor for any
illegal or immoral act
or purpose
5.10.3 Not to
use the Premises as sleeping accommodation or for
residential purposes
nor keep any animal fish reptile or bird
anywhere on the Premises
5.11
Landlords Costs
To pay to the Landlord
on an indemnity
basis all costs fees
charges
disbursements and
expenses (including without prejudice to the
generality of the above those payable to counsel solicitors
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surveyors and
bailiffs) properly and reasonably incurred by the
Landlord in relation to or incidental to
5.11.1 every
application made by
the Tenant for a consent or licence
required by the
provisions of this Lease whether such consent
or licence is granted or refused or proffered subject to any
qualification or
condition or whether the application is
withdrawn
5.11.2 the
preparation and service of a notice under the Landlord and
Tenant [Covenants]
Act 1995 Section 17 or under the Law of
Property Act
1925 Section 146 or incurred by or in
contemplation of proceedings under section 146 or 147 of
that
Act notwithstanding
that forfeiture is avoided otherwise than
by relief granted by the court
5.11.3 the
recovery or attempted recovery of arrears of rent or other
sums due from the Tenant and
5.11.4 any steps
taken in contemplation
of or in connection with the
preparation and service of a schedule of dilapidations during
or within 2 months
after the expiration of the Term (but
relating in all cases to dilapidations which occurred prior to
such expiration of the Term)
5.12
The Planning Acts
5.12.1 Not to
commit any breach of planning control (such term to be
construed as it is
used in the Planning
Acts) and to
comply
with the provisions and requirements of the Planning Acts that
affect the
Premises whether as to the Permitted User or
otherwise and to
indemnify (both during or following the
expiration of the
Term) and keep the Landlord indemnified
against all liability
whatsoever including
cost and expenses
in respect of any contravention
5.12.2 At
the expense of the Tenant to obtain all planning
permissions and to
serve all such notices
as may be required
for the carrying out of any operations or user on the Premises
which may constitute
Development provided that no application
for planning
permission
shall be made
without the
previous
consent of the Landlord (such consent not to be
unreasonably
withheld or delayed) in any case where the application for and
implementation of such planning permission will not create or
give rise to any tax or
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other fiscal liability for the Landlord
5.12.3
Subject only to
any statutory direction to the contrary to pay
and satisfy
any charge or levy that may subsequently be
imposed under the Planning Acts in respect of the carrying out
or maintenance of any
such operations or the
commencement or
continuance of any such user
5.12.4
Notwithstanding any
consent which may be granted by the
Landlord under
this Lease not to carry out or make any
alteration or addition
to the Premises or any change of use
until
5.12.4.1 all necessary
notices under the Planning Acts have
been served and copies produced to the Landlord
5.12.4.2 all necessary
permissions
under the Planning
Acts
have been obtained and produced to the Landlord and
5.12.4.3 the Landlord has acknowledged that every necessary
planning
permission is
acceptable
to it (such
acknowledgement not to be unreasonably withheld) the
Landlord being entitled to refuse to acknowledge its
acceptance of a
planning permission
on the grounds
that any condition contained in it or anything
omitted from it or the period referred to in it would
be (or be likely to be) prejudicial to the Landlord's
interest in the Premises whether during or following
the expiration of the Term
5.12.5 Unless
the Landlord shall
otherwise direct to carry out and
complete before the expiration of the Term
5.12.5.1 any works
stipulated
to be carried out to the
Premises by a date subsequent to such expiration as a
condition of any planning permission granted for any
Development begun
before the expiration
of the Term
and
5.12.5.2 any Development begun upon the Premises in respect of
which the Landlord
shall or may be or become liable
for any change or levy under the Planning Acts
5.13
Plans Documents and Information
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5.13.1 If called
upon to do so to
produce to the Landlord or the
Surveyor all
plans documents and other evidence as the
Landlord may
require in order to satisfy itself that the
provisions of this Lease have been complied with
5.13.2 If
called upon to do so to furnish to the Landlord the
Surveyor or any person
acting as the third party determining
the Rent in default of agreement between the parties under any
provisions for
rent review contained in this Lease such
information as may
reasonably
be requested in writing in
relation to any pending or intended step under the 1954 Act or
the implementation of any provision for rent review
5.14
Indemnities
To be responsible
for and to keep the Landlord fully indemnified
against all damage
damages losses costs expenses actions demands
proceedings claims and liabilities made against or suffered or
incurred
by the Landlord
arising directly or
indirectly out of
5.14.1 any act
omission or negligence of the Tenant or any persons at
the Premises
expressly
or impliedly with the Tenant's
authority and under the Tenant's control
5.14.2 any
breach or
non-observance by the
Tenant of the
covenants
conditions or other
provisions
of this Lease or any of the
matters to which this demise is subject
5.15
Encroachments
5.15.1 Not to
stop up darken or obstruct any windows or light
belonging to the Building
5.15.2 To take
all reasonable
steps to prevent any window light
opening doorway path
passage pipe or other
encroachment
or
easement being made or
acquired in against out of or upon the
Premises and to notify
the Landlord
immediately if any
such
encroachment or
easement shall be made or acquired (or
attempted to be made
or acquired)
and at the request of
the
Landlord to adopt such means as shall reasonably be required
to prevent such
encroachment or the
acquisition of any
such
easement
5.15.3 Not in
any event to place or
store or leave any
articles or
materials of any description on the retained parts (as defined
in clause 5 of Part A of the Fourth Schedule)
5.15.4 Not to
allow at any time any vehicular or other obstruction by
any employee or
invitees of the Tenant of the highways or the
access and service
roads or the service
areas or
18
