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, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ Riding of Yorkshire
Ivesons
Solicitors
HULL
A LEASE DATED
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1.1 The Landlord ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇▇▇
of Wallingfen Lodge, ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TRUSTEES LIMITED
whose registered office is at ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
1.2.1 The Tenant LAKELAND INDUSTRIES EUROPE LIMITED
(Company Number 04500660) whose
registered office is at ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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
▇▇▇▇ ▇ at Wallingfen Park, ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ 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, ▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ (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
1
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
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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) ▇▇▇ ▇▇▇▇
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
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 ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (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 ▇▇▇ ▇▇▇▇ the
Planning (Listed Buildings and Conservation Areas) ▇▇▇ ▇▇▇▇, the
Planning (Hazardous Substances) ▇▇▇ ▇▇▇▇ 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
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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
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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
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 ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ 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
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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
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
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
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
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
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
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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) ▇▇▇ ▇▇▇▇ 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) ▇▇▇ ▇▇▇▇
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
14
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 ▇▇▇▇ ▇▇▇) 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
15
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] ▇▇▇ ▇▇▇▇ Section 17 or under the Law of
Property ▇▇▇ ▇▇▇▇ 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
16
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
17
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
forecourts serving the Premises or any other parts of the
Estate
5.16 Yield Up
At the expiration of the Term:
5.16.1 To yield up the Premises in repair and in accordance with the
terms of this Lease
5.16.2 To give up all keys of the Premises to the Landlord and
5.16.3 To remove all signs erected by the Tenant in upon or near the
Premises and immediately to make good any damage caused by
such removal
5.17 Interest on Arrears
5.17.1 If the Tenant shall fail to pay the rents or any other sum due
under this Lease within 14 days of the date due whether
formally demanded or not the Tenant shall pay to the Landlord
Interest on the rents or other sum from the date when they
were due to the date on which they are paid (both dates being
inclusive) and such interest shall be deemed to be rents due
to the Landlord
5.17.2 Nothing in the preceding clause shall entitle the Tenant to
withhold or delay any payment of the rents or any other sum
due under this Lease after the date upon which they fall due
or in any way prejudice affect or derogate from the rights of
the Landlord in relation to such non-payment including (but
without prejudice to the generality of the above) under the
proviso for re-entry contained in this Lease
5.18 Statutory Notices Etc
To give full particulars to the Landlord of any notice direction order
or proposal for the Premises made given or issued to the Tenant by any
local or public authority within 7 days of receipt and if so required
by the Landlord to produce it to the Landlord and without delay to take
all necessary steps to comply with the notice direction or order and at
the request of the Landlord but at the cost of the Tenant to make or
join with the Landlord in making such objection or representation
against or in respect of any notice direction order or proposal as the
Landlord shall deem expedient
5.19 Sale of Reversion etc
19
To permit
5.19.1 the Landlord at any time upon reasonable notice to enter upon
the Premises and affix and retain anywhere upon the Premises
(but not so as to obstruct access to or egress from the
Premises) a notice for the sale of the Landlord's reversionary
interest
5.19.2 upon reasonable notice at any time during the Term prospective
purchasers of or agents instructed in connection with the sale
of the Landlord's reversion or of any other interest superior
to the Term to view the Premises without interruption provided
they are authorised in writing by the Landlord or its agents
and provided in exercising such access as little disturbance
or interference as possible in caused to the Tenant and its
Permitted User:-
5.20 Reletting Board
To permit the Landlord at any time during the last 6 months of
the Contractual Term and at any time thereafter unless the
Tenant shall have made a valid court application under Section
24 of the 1954 or otherwise be entitled in law to remain in
occupation or to a new tenancy of the Premises (or sooner if
the Rent reserved by clause 4.1 or any part of it shall be in
arrear and unpaid for longer than 28 days) to enter upon the
Premises and affix and retain anywhere upon the Premises (but
not so as to obstruct access to or egress from the Premises) a
notice for reletting the Premises and during such period to
permit persons with the written authority of the Landlord or
its agent at reasonable times of the day to view the Premises
5.21 Defective Premises
To give notice to the Landlord of any defect in the Premises
coming to the notice of the Tenant which might give rise to an
obligation on the Landlord to do or refrain from doing any act
or thing in order to comply with the provisions of this Lease
or the duty of care imposed on the Landlord pursuant to the
Defective Premises Act 1972 or otherwise and at all times to
display and maintain all notices which the Landlord may from
time to time reasonably require to be displayed at the
Premises
5.22 Landlords Rights
20
To permit the Landlord at all times during the Term to
exercise without interruption or interference any of the
rights granted to it by virtue of the provisions of this Lease
5.23 The Industrial Covenants
To observe and perform the Industrial covenants
5.24 Keyholders
To ensure that at all times the Landlord has written notice of
the name address and home telephone number of at least 2
keyholders of the Premises
5.25 New Guarantor
Within 14 days of the death during the Term of any Guarantor
or of such person becoming bankrupt or having a receiving
order made against him or having a receiver appointed under
the Mental Health ▇▇▇ ▇▇▇▇ or being a company passing a
resolution to wind up or enter into liquidation or having a
receiver to give notice of this to the Landlord and if so
required by the Landlord at the expense of the Tenant within
28 days to produce some other person acceptable to the
Landlord to execute a guarantee in respect of the Tenant's
obligations contained in this Lease in the form of the
Guarantor's covenants contained in this Lease
5.26 Landlords Costs on Grant etc
To pay all proper fees and disbursements of the Landlords
Solicitors agents and surveyors and all other costs and
expenses incurred by the Landlord in relation to the
negotiation preparation execution and grant of this Lease save
that the first (pound)500.00 plus VAT of such fees costs and
expenses as aforesaid shall be paid by the Landlord
6. THE LANDLORD'S COVENANTS
---------------------------------
The Landlord covenants with the Tenant:
6.1 Quiet Enjoyment
To permit the Tenant peaceably and quietly to hold and enjoy the
Premises without any interruption or disturbance from or by the
Landlord or any person claiming under or in trust for the Landlord
6.2 To observe and perform its obligations contained in the Third Schedule
21
7. INSURANCE
7.1 Warranty re convictions
The Tenant warrants that prior to the execution of this Lease it has
disclosed to the Landlord in writing any conviction judgment or finding
of any court or tribunal relating to the Tenant (or any director other
officer or major shareholder of the Tenant) of such a nature as to be
likely to affect the decision of any insurer or underwriter to grant or
continue insurance of any of the Insured Risks
7.2 Landlord to insure
The Landlord covenants with the Tenant to insure the Premises unless
such insurance shall be vitiated by any act of the Tenant or by anyone
at the Premises expressly or by implication with the Tenant's authority
and under the Tenant's control
7.3 Details of the Insurance
Insurance shall be effected:
7.3.1 In such substantial and reputable insurance office or with
such other underwriters and through such agency as the
Landlord may from time to time decide
7.3.2 For the following sums:
7.3.2.1 such sum as the Landlord shall from time to time be
advised as being the full cost of rebuilding and
reinstatement including architects' surveyors' and
other professional fees, fees payable upon any
applications for planning permission or other permits
or consents that may be required in relation to the
rebuilding or reinstatement of the Premises the cost
of debris removal demolition site clearance any works
that may be required by statute and incidental
expenses and
7.3.2.2 the loss of Rent payable under this Lease from time
to time (having regard to any review of rent which
may become due under this Lease) for 2 years
7.3.3 Against damage or destruction by the Insured Risks to the
extent that such insurance may ordinarily be arranged for
properties such as the Premises with an insurer of repute and
subject to such excesses exclusions or limitations as the
insurer may require
22
7.4 Payment of Insurance Rent
The Tenant shall pay the Insurance Rent on the date of this Lease for
the period from and including the Rent Commencement Date to the day
before the next policy renewal date and subsequently the Tenant shall
pay the Insurance Rent on demand
7.5 Suspension of Rent
7.5.1 If and whenever during the Term:
7.5.1.1 the Premises or any part of them are damaged or
destroyed by any of the Insured Risks except one
against which insurance may not ordinarily be
arranged with an insurer of repute for properties
such as the Premises unless the Landlord has in fact
insured against that risk so that the Premises or any
part of them are unfit for occupation or use and
7.5.1.2 save where payment of the insurance money is refused
in whole or in part by reason of any act or default
of the Tenant or anyone at the Premises expressly or
by implication with the Tenants authority and under
the Tenant's control the provisions of clause 7.5.2
shall have effect
7.5.2 When the circumstances contemplated in clause 7.5.1 arise the
Rent or a fair proportion of the Rent according to the nature
and the extent of the damage sustained shall cease to be
payable until the Premises or the affected part shall have
been rebuilt or reinstated so that the Premises or the
affected part are made fit for occupation or use or until the
expiration of 2 years from the destruction or damage whichever
period is the shorter (the amount of such proportion and the
period during which the Rent shall cease to be payable to be
determined by the Surveyor acting as an expert and not as
arbitrator)
7.6 Reinstatement and Termination if prevented:
7.6.1 If and whenever during the Term:
7.6.1.1 the Premises or any part of them are damaged or
destroyed by any of the Insured Risks except one
against which insurance may not ordinarily be
arranged with an insurer of repute for properties
such as the Premises unless
23
the Landlord has in fact insured against that risk
and
7.6.1.2 save where the payment of the insurance money is
refused in whole or in part by reason of any act or
default of the Tenant or anyone at the Premises
expressly or by implication with the Tenants
authority (and under the Tenant's control) the
Landlord shall use its best endeavours to obtain all
planning permissions or other permits and consents
that may be required under the Planning Acts or other
statutes (if any) to enable the Landlord to rebuild
and reinstate ("Permissions")
7.6.2 Subject to the provisions of clause 7.6.3 and 7.6.4 the
Landlord shall as soon as the Permissions have been obtained
or immediately where no Permissions are required apply all
monies received in respect of such insurance to which the
Landlord is entitled (except such sums in respect of loss of
Rent) in rebuilding or reinstating the Premises so destroyed
or damaged
7.6.3 For the purposes of this clause the expression "Supervening
Events" means
7.6.3.1 the Landlord has failed despite using its best
endeavours to obtain the Permissions
7.6.3.2 any of the Permissions have been granted subject to a
lawful condition with which in all the circumstances
it would be unreasonable to expect the Landlord to
comply
7.6.3.3 some defect or deficiency in the site upon which the
rebuilding or reinstatement is to take place would
mean that the same could only be undertaken at a cost
that would be unreasonable in all the circumstances
7.6.3.4 the Landlord is unable to obtain access to the site
for the purposes of rebuilding or reinstating
7.6.3.5 the rebuilding or reinstating is prevented by war act
of God Government action strike lock out or
7.6.3.6 any other circumstances beyond the control of the
Landlord
24
7.6.4 The Landlord shall not be liable to rebuild or reinstate the
Premises if and for so long as such rebuilding or reinstating
is prevented by Supervening Events
7.6.5 If upon the expiry of 2 years commencing on the date of the
damage or destruction the Premises have not been rebuilt or
reinstated so as to be fit for the Tenant's occupation and use
either party by notice served at any time within 6 months of
the expiry of such period invoke the provisions of clause
7.6.6
7.6.6 Upon service of a notice in accordance with clause 7.6.5
7.6.6.1 the Term will absolutely cease but without prejudice
to any rights or remedies that may have accrued to
either party against the other including (without
prejudice to the generality of the above) any right
that the Tenant may have against the Landlord for a
breach of the Landlords covenants set out in clauses
7.6.1 and 7.6.2
7.6.6.2 all money received in respect of the insurance
effected by the Landlord pursuant to this clause
shall belong to the Landlord
7.7 Tenant's Insurance Covenants The Tenant covenants with the Landlord
7.7.1 To comply with all the requirements and recommendations of the
insurers
7.7.2 Not to do or omit anything that could cause any policy of
insurance on or in relation to the Premises to become void or
voidable wholly or in part nor (unless the Tenant shall have
previously notified the Landlord and have agreed to pay the
increased premium) anything by which additional or increased
insurance premiums may become payable
7.7.3 To keep the Premises supplied with such fire fighting
equipment as the insurers and the fire authority may require
and to maintain such equipment to their satisfaction and in
efficient working order and that at least once in every six
months to cause any sprinkler system and other fire fighting
equipment to be inspected by a competent person
7.7.4 Not to store or bring on to the Premises any articles
substance or liquid of a specially combustible inflammable or
explosive nature and to comply with the requirements and
25
recommendations of the fire authority as to fire precautions
relating to the Premises
7.7.5 Not to obstruct the access to any fire fighting equipment or
means of escape from the Premises nor to lock any fire door
while the Premises are occupied
7.7.6 To give notice to the Landlord immediately upon the happening
of any event which might affect any insurance policy on or
relating to the Premises or upon the happening of any event
against which the Landlord may have insured under this Lease
7.7.7 Immediately to inform the Landlord in writing of any
conviction judgement or finding of any court or tribunal
relating to the Tenant (or any director or other officer or
major shareholder of the Tenant) of such a nature as to be
likely to affect the decision of any insurer or underwriter to
grant or to continue any such insurance
7.7.8 If at any time the Tenant shall be entitled to the benefit of
any insurance on the Premises (which is not effected or
maintained in pursuance of any obligation contained in this
Lease) to apply all money received by virtue of such insurance
in making good the loss or damage in respect of which such
money shall have been received
7.7.9 If however during the Term the Premises or any part of them
are damaged or destroyed by an Insured Risk and the insurance
money under the policy of insurance effected by the Landlord
pursuant to its obligation contained in this Lease is by
reason 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 wholly or partially
irrecoverable immediately in every such case (at the option of
the Landlord) either
7.7.9.1 to rebuild and reinstate at its own expense the
Premises or the part destroyed or damaged to the
reasonable satisfaction and under the supervision of
the Surveyor the Tenant being allowed towards the
expenses of so doing upon such rebuilding and
reinstatement being completed the amount (if any)
actually received in respect of such destruction or
damage under any such insurance policy or
7.7.9.2 to pay to the Landlord on demand with Interest the
amount of such insurance
26
money so irrecoverable in which event the provisions
of clause 7.5 and 7.6 shall apply
7.8 Landlords Insurance Covenants
The Landlord covenants with the Tenant in relation to the policy of
insurance effected by the Landlord pursuant to its obligations
contained in this Lease
7.8.1 To produce to the Tenant on demand a copy of the policy and
the last premium renewal receipt or reasonable evidence of the
terms of the policy and the fact that the last premium has
been paid
7.8.2 To procure that the interest of the Tenant is noted or
endorsed on the policy
7.8.3 To notify the Tenant of any material change and the risks
covered by the policy from time to time
8. PROVISOS
-----------------
8.1 Re-entry
If and whenever during the Term
8.1.1 the rents (or any of them or any part of them) under this
Lease are outstanding for 14 days after becoming due whether
formally demanded or not or
8.1.2 there is a breach by the Tenant of any covenant or other term
of this Lease or any document supplemental to this Lease or
8.1.3 an individual Tenant becomes bankrupt or
8.1.4 a company Tenant or the Guarantor
8.1.4.1 enters into liquidation whether compulsory or
voluntary (but not if the liquidation is for
amalgamation or reconstruction of a solvent company)
or
8.1.4.2 has a receiver appointed or
8.1.5 the Tenant enters into an arrangement for the benefit of its
creditors or
8.1.6 the Tenant has any distress or execution levied on its goods
the Landlord may re-enter the Premises (or any part of them in the name
of the whole) at any time (and even if any previous right of re-entry
has been waived) then the Term will absolutely cease but without
prejudice to any rights or remedies which may have accrued to the
Landlord against
27
the Tenant or the Guarantor or to the Tenant against the Landlord in
respect of any breach of covenant or other term of this Lease
(including the breach in respect of which the re-entry is made)
8.2 Exclusion of Use Warranty
Nothing in this Lease or any consent granted by the Landlord under this
Lease shall imply or warrant that the Premises may lawfully be used
under the Planning Acts for the purposes authorised in this Lease (or
any purpose subsequently authorised)
8.3 Entire Understanding
This Lease embodies the entire understanding of the parties relating to
the Premises and to all matters dealt with by any of the provisions of
this Lease
8.4 Representations
The Tenant acknowledges that this Lease has not been entered into in
reliance wholly or partly on any statement or representation made by or
on behalf of the Landlord except any such statement or representation
that is expressly set out in this Lease or in written replies to
enquiries given by the Landlord's Solicitors
8.5 Licences etc under hand
Whilst the Landlord is a limited company or other corporation all
licences consents approvals and notices required to be given by the
Landlord shall be sufficiently given if given under the hand of a
director the secretary or other duly authorised officer of the Landlord
or the Surveyor on behalf of the Landlord
8.6 Tenant's Property
If after the Tenant has vacated the Premises on the expiry of the Term
any property of the Tenant remains in or on the Premises and the Tenant
fails to remove it within 7 days after being requested in writing by
Landlord to do so or if after using its best endeavours the Landlord is
unable to make such a request to the Tenant within 14 days from the
first attempt so made by the Landlord
8.6.1 the Landlord may as the agent of the Tenant sell such property
and the Tenant will indemnify the Landlord against any
liability incurred by it to any third party whose property
shall have been sold by the Landlord in the mistaken belief
held in good faith
28
(which shall be presumed unless the contrary be proved) that
such property belonged to the Tenant
8.6.2 if the Landlord having made reasonable efforts is unable to
locate the Tenant the Landlord shall be entitled to retain
such proceeds of sale absolutely unless the Tenant shall claim
them within 6 months of the date upon which the Tenant vacated
the Premises and
8.6.3 the Tenant shall indemnify the Landlord against any damage
occasioned to the Premises and any actions claims proceedings
costs expenses and demands made against the Landlord caused by
or related to the presence of the property in or on the
Premises
8.7 Compensation on Vacating
Any statutory right of the Tenant to claim compensation from the
Landlord on vacating the Premises shall be excluded to the extent that
the law allows
8.8 Service of Notices
The provisions of the Law of Property ▇▇▇ ▇▇▇▇ Section 196 as amended
by the Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall apply to the giving and
service of all notices and documents under or in connection with this
Lease except that Section 196 shall be deemed to be amended as
follows:-
8.8.1 the final words of Section 196(4) "and that service...be
delivered" shall be deleted and there shall be substituted
"and that service shall be deemed to be made on the third
Working Day after the registered letter has been posted
"Working Day" meaning any day from Monday to Friday inclusive
other than Christmas Day Good Friday and any statutory bank or
public holiday"
8.8.2 any notice or document shall also be sufficiently served on a
party if served on solicitors who have acted for that party in
relation to this Lease or the Premises at anytime within the
year preceding the service of the notice or document
8.8.3 any notice or document shall also be sufficiently served if
sent by telex telephonic facsimile transmission or any other
means of electronic transmission to the party to be
29
served (or its solicitors where clause 8.8.2 applies) and that
service shall be deemed to be made on the day of transmission
if transmitted before 4 p.m. on a Working Day but otherwise on
the next following Working Day (as defined above)
And in the clause "Party" includes the Guarantor
8.9 Power to Determine
8.9.1 The Tenant may terminate this Lease on the First day of
January 2009 ("the Break Date") if the Tenant shall up to the
time of such termination have paid Rent and performed and
observed the covenants contained in this Lease by giving
notice in writing ("the Break Notice") to the Landlord not
more than 18 months nor less than 12 months and one day before
the Break Date
8.9.2 The Tenant may withdraw the Break Notice by giving notice in
writing to that effect to the Landlord not less than six
months before the Break Date
8.9.3 If a Break Notice is given in accordance with clause 8.9.1 and
not withdrawn in accordance with clause 8.9.2 this Lease will
terminate on the Break Date but without prejudice to the
respective right of either part in respect of any antecedent
claim or breach of covenant
8.10 Jurisdiction
This Lease shall be construed and governed by the Laws of England and
Wales to the exclusive jurisdiction of whose Courts the parties hereto
unconditionally submit
8.11 Rights of Third Parties
This Lease does not create any right enforceable by any person not a
party to it who is not the Landlord for the time being or the Tenant
for the time being or (where relevant) the Guarantor for the time being
9. The Guarantor's Covenants
The Guarantor covenants with the person named in clause 1.1 and without
the need for any express assignment with all its successors in title in
the terms set out in the Fifth Schedule
IN WITNESS WHEREOF the parties hereto have executed this Lease as a
deed the day and year first
30
before written
FIRST SCHEDULE
--------------
Part I
(Rights Reserved)
1. The free and uninterrupted passage of water and soil through the pipes
drains and watercourse and of electricity, gas and other services through
the Pipes which are now or may at any time during the Term be in on or
under or passing through the Premises for the benefit of the remainder of
the Estate and any adjoining or neighbouring property and every part
thereof with the right to construct and maintain new services for the
benefit of the remainder of the Estate and any adjoining or neighbouring
property and every part thereof the right to repair and maintain and renew
such existing and new services and the right at any time but (except in
emergency) after giving reasonable notice to enter upon the Premises in
the exercise of such rights
2. Full right and liberty at any time hereafter or from time to time to
execute works services and erections and buildings upon or to alter,
demolish or rebuild any of the erections services or buildings erected on
the remainder of the Estate and any adjoining or neighbouring property or
any part thereof providing the Landlord is acting reasonably and to use
the remainder of the Estate and any adjoining neighbouring property or
buildings erected or to be erected thereon in such manner as the Landlord
acting reasonably shall think fit notwithstanding that the access of light
or air to the Premises may be interfered with or that access to the
Premises may be unavoidably obstructed provided that the Landlord or the
person exercising such rights shall make good all damage occasioned
thereby and shall ▇▇▇▇▇ an appropriate amount of rent for any part of the
Premises inaccessible by reason of such works
3. The right (upon reasonable prior notice except in emergency) to enter upon
the Premises so far as may be necessary for the purpose of executing
repairs or alteration to and maintaining the Retained Parts or to the
remainder of the Estate and any adjoining or neighbouring property owned
by the Landlord or any part thereof making good any damage caused as soon
as reasonably practicable
4. The right of support and protection from the Premises for the remainder of
the Estate and any
31
adjoining or neighbouring property and every part thereof
5. The right at any time during the Term at reasonable times and upon
reasonable notice except in cases of emergency to enter (or in cases of
emergency to break and enter) the Premises
5.1 to exercise any of the rights granted to the Landlord elsewhere in this
Lease
5.2 to inspect the condition and state of repair of the Premises
5.3 to take schedules or inventories of fixtures and fittings and other items
to be yielded up on the expiry of the Term
6. The right with the Surveyor at any time or convenient hours and on
reasonable prior notice to enter and inspect and measure the Premises for
all purposes connected with any pending or intended step or action under
the 1954 Act or the implementation of the provisions for rent review
7. The right to vary alter or change the route leading to and from the
Premises or close or build upon the Access Roads forming part of the
Estate provided that the Landlord shall provide or maintain suitable
alternate access to and from the Premises
8. The right in case of emergency for itself or others the occupier or
Tenants of the remainder of the Estate and their visitors or licensees to
gain egress through such parts of the Premises (if any) as are classified
and maintained as fire exits or emergency escape routes
Part II
(Rights Granted)
1. The free and uninterrupted passage of water and soil through the pipes
drains and watercourse and of electricity, gas and other services through
the Pipes which are now or may at any time during the Term be in or under
or passing through or over the other parts of the Estate or any adjoining
or neighbouring property of the Landlord
2. All necessary rights of subjacent and lateral support and protection for
the Premises
3. A right (upon reasonable prior notice except in emergencies) to enter onto
the remainder of the Estate so far as may be necessary for the purpose of
executing repairs to and maintaining the Premises and a right to enter
into such part of the Building in which meters are housed in relation to
mains service supplies provided that the Tenant or the person exercising
such rights shall make
32
good all damage occasioned thereby to the remainder of the Estate
4. A right of way without or without vehicles over the Access Roads for the
Tenant or any persons expressly or impliedly authorised by him at all
times and for all purposes connected with such Tenant's use and enjoyment
of the Premises and so far only as is necessary and to load and unload in
the Access Roads without causing congestion or any permanent or
unnecessary obstruction
5. The right at all usual times of business to park up to 3 motor cars in the
parking spaces coloured red on the Plan or in other such places as the
Landlord acting reasonably may from time to time designate together with
the right to casual parking in such other parking spaces which the
Landlord may provide and designate from time to time and which may be
available
6. All necessary rights in the event of fire or other similar emergency to
use the fire and emergency exits with the necessary egress to a place of
safety
THE SECOND SCHEDULE
-------------------
Rent Review
1. DEFINITIONS
------------------
For all purposes of this schedule the terms defined in this paragraph
shall have the meanings specified
1.1 "The Base Figure" means being the amount of the latest index figure of the
index last published before the date of this Lease
1.2 "the Index" means the Index of Retail Prices published by H M Stationary
Office or any official publication substituted for it
1.3 "The New Rent" means that rent to apply after the relevant Review Date
until the next Review Date
1.4 "The Revised Rent" means the rent determined in accordance with this
schedule
1.5 "The Review Date Figure" means the amount of the latest index figure of
the Index last published before the relevant Review Date
2. THE NEW RENT
------------------
33
2.1 The New Rent shall be whichever is the higher of:
2.1.1 An increase of 3% of the Rent then payable and
2.1.2 The Revised Rent
2.2 If the relevant Review Date is not a quarter day the Tenants shall on that
Review Date pay to the Landlord the amount by which one quarters rent at
the rate payable on the immediately preceding quarter day in less then one
Quarters Rent at the rate of the New Rent apportioned on a daily basis for
then part of the Quarter during which the New Rent is payable
3. REVISED RENT
------------------
The Revised Rent shall be the amount to be determined at the Review Date
by multiplying the Initial Rent by the Review Date Figure and dividing the
result by the Base Figure
4. PROVISOS
--------------
4.1 In the event of any change after the date of this Lease in the reference
base used to complete the Index the figure taken to be shown in the Index
after the change shall be the figure which would have been shown in the
Index if the reference base current at the date of this Lease had been
retained
4.2 In the event of it becoming impossible by reason of any change after the
date of this Lease in the methods used to compile the Index or for any
other reason whatsoever to calculate the Revised Rent by reference to the
Index or if any dispute or question whatsoever arises between the parties
to this Lease with respect to the amount of the Revised Rent or with
respect to the construction or effect of this clause the dispute or
question shall be determined by a valuer acting as an expert who shall
have full power to determine on such dates as he shall deem apposite what
would have been the Review Date Figure had the Index continued on the
basis and giving the information assumed to be available for the operation
of this Schedule
5. NOTIFICATION OF THE REVISED RENT
--------------------------------------
5.1 The Landlord shall obtain copies of the Index and shall supply the Tenant
with a copy of the latest publication of the Index before the Review Date
together with a calculation of the amount of the Revised Rent
5.2 Within one month of receipt of the Tenant shall in writing acknowledge
receipt of the copy and
34
statement and state whether or not he agrees with the calculation
6. DEFAULT PROVISION
-----------------------
6.1 If the Tenant fails to acknowledge the Landlords calculation of the amount
of the Revised Rent within one month or the procedure laid down in this
Schedule is not complied with the Revised Rent shall be the amount stated
in the Landlords calculation
6.2 If it is impossible to determine the Revised Rent in accordance with
paragraph 2 of this Schedule then the Revised Rent shall be determined in
accordance with paragraph 4.2 of this Schedule
7. PAYMENT OF THE NEW RENT
-----------------------------
7.1 The Tenant shall continue to pay the previous Rent payable in accordance
with the terms of this Lease until ascertainment of the Revised Rent
7.2 Upon ascertainment of the Revised Rent the New Rent shall be payable from
the Review Date and the Tenant shall pay the New Rent until the next
relevant Review Date
7.3 Upon ascertainment of the Revised Rent the Tenant shall forthwith pay to
the Landlord the amount of any difference between the rent immediately
payable before that Review Date and the New Rent for the period between
the Review Date and the ascertainment of the New Rent with interest at the
Interest Rate calculated on a daily basis from the date of ascertainment
of the New Rent to the date of payment
8. MEMORANDUM OF NEW RENT
----------------------------
When the New Rent have been ascertained in accordance with this Schedule
memoranda of the amounts shall be endorsed on this Lease and the
counterpart of it and shall be signed by or on behalf of the Landlord and
the Tenant
THE THIRD SCHEDULE
------------------
The Industrial Covenants
1. User.
1.1 To use the Premises for the Permitted User only
1.2 Not to leave the Premises continuously unoccupied for more than 1 month
without
35
1.2.1 notifying the Landlord and
1.2.2 providing such caretaking or other security arrangements as the
Landlord shall reasonably require and the insurers shall require in
order to protect the Premises from vandalism theft damage or
unlawful occupation
2. Smoke Abatements
2.1 To ensure that every furnace boiler or heater at the Premises (whether
using solid liquid or gaseous fuel) is constructed and used so as
substantially to consume or burn the smoke arising from it
2.2 Not to cause or permit any grit or noxious or offensive effluvia to be
emitted from any engine furnace chimney or other apparatus on the Premises
without using the best possible means for preventing or counteracting such
emission
2.3 To comply with the provisions of the Clean Air Acts 1956 and 1968 the
Control of Pollution ▇▇▇ ▇▇▇▇ and the Environmental Protection Act 1996
and with the requirements of any notice of the local authority served
under them
3. Pollution
Not to permit to be discharged into any Pipes serving the Premises or to
be spilled or deposited on the Premises or any neighbouring or adjoining
land
3.1 Any oil or grease or any deleterious objectionable dangerous poisonous
noxious or explosive matter or substance and to take all reasonable
measures to ensure that any effluent discharged into the Pipes will not be
corrosive or otherwise harmful to the Pipes or cause obstruction or
deposit in them or
3.2 Any fluid of a poisonous or noxious nature or other kind likely to or that
does in fact destroy sicken or injure the fish or contaminate or pollute
the water of any stream or river
3.3 Any controlled or special waste or any other substance that may produce
concentrations or accumulations of noxious gases or noxious liquids that
may cause pollution of the environment or harm to human health
4. Roof and Floor Weighting
4.1 Not to bring or permit to remain upon the Premises any safes machinery
goods or other articles
36
which shall or may strain or damage the Premises or any part of it
4.2 Not without the consent of the Landlord to suspend any weight from the
portal frames stanchions or roof purlins of the Premises or use the same
for the storage of goods or place any weight on them
4.3 On the application by the Tenant for the Landlord's consent under
paragraph 4.2 the Landlord shall be entitled to consult and obtain the
advice of an engineer or other person in relation to the roof or floor
loading proposed by the Tenant and the Tenant shall repay to the Landlord
on demand the fee of such engineer or other person
5. Machinery
5.1 To keep all plant apparatus and machinery (including any boilers and
furnaces) upon the Premises properly maintained and in good working order
and for that purpose to employ reputable contractors for the regular
periodic inspection and maintenance of them
5.2 To renew all working and other parts as and when necessary or when
recommended by such contractors
5.3 To ensure by directions to the Tenants staff and otherwise that such plant
apparatus and machinery are properly operated and
5.4 To avoid damage to the Premises by vibration or otherwise
6. Signs
At all times to display and maintain a suitable sign showing the Tenant's
trading name and business of the size and kind specified by the Landlord
at points designated within the Estate by the Landlord
7. To comply with all regulations made by the Landlord from time to time for
the management of the Estate
THE FOURTH SCHEDULE
-------------------
Service Charge
PART A
Definitions
1. "Services" means the services facilities and amenities specified in Part C
of this Schedule
37
2. "Annual Expenditure" means
2.1 all costs expenses and outgoings whatever properly incurred by the
Landlord during a Financial Year in or incidental to providing all
or any of the Services and
2.2 all sums reasonably and properly incurred by the Landlord during a
Financial Year in relation to the matters specified in Part D of
this Schedule ("the Additional Items")
and any VAT payable on such items (save where such VAT is recoverable by
the Landlord) but
2.3 excluding any expenditure in respect of any part of the Estate for
which the Tenant or any other Tenant shall be wholly responsible and
excluding any expenditure that the Landlord shall recover or which
shall be met under any policy of insurance maintained by the
Landlord pursuant to its obligations in this Lease
3. "Computing Date" means 31st August in every year of the Term or such other
date as the Landlord may from time to time nominate and "Computing Dates"
shall be construed accordingly
4. "Financial Years" means the period
4.1 from the commencement of the Term to and including the first
Computing Date and subsequently
4.2 between 2 consecutive Computing Dates (excluding the first Computing
Date from but including the second Computing Date in the period)
5. "Retained Parts" mean all parts of the Estate not let or constructed or
adapted for letting including (but without prejudice to the generality of
the above):
5.1 any rooms and storage premises used in connection with the provision
of services for the Estate
5.2 all Pipes equipment and apparatus used in the Building (except such
as are within and solely serve an individual unit which is let or
constructed or adapted for letting)
5.3 Such parts of the structure walls foundations and roofs of the
Building that are not included in the Premises and that would not be
included in the Premises demised by leases of all the other units in
the Building if let on the same terms as this Lease
38
PART B
Performance of the Services and Payment
of the Service Charge
6. Performance of the Services
Subject to the Tenant paying to the Landlord the Service Charge the
Landlord shall perform the Services throughout the Term provided that the
Landlord shall not be liable to the Tenant in respect of :
6.1 any failure or interruption in any of the Services by reason of
repair replacement maintenance of any installations or apparatus or
their damage or destruction or by reason of mechanical or other
defect or breakdown or frost other inclement conditions or shortage
of fuel materials water or labour or any other cause beyond the
Landlord's control save as to the extent that any such failure or
interruption could have been prevented or shortened by the exercise
of proper care attention and diligence and skill by the Landlord or
those undertaking the Services on behalf of the Landlord and
provided that the Landlord uses and continues to use its reasonable
endeavours to restore the Services in question as quickly as
possible
6.2 any act omission or negligence of any person undertaking the
Services or any of them on behalf of the Landlord provided that this
paragraph shall not be construed as relieving the Landlord from
liability for breach by the Landlord of any covenants on the part of
the Landlord contained in this Lease
7. Payment of the Service Charge
7.1 For each Financial Year, the Tenant must pay to the Landlord on account of
the Service Charge the sum of (pound)750.00 or such other sum as the
Landlord's Surveyor certifies to be fair and reasonable having regard to
the likely amount of the Service Charge. That sum shall be paid in
advance, without deduction or set off by equal instalments on the usual
quarter days, the first instalment or proportionate part thereof for the
period from the rent commencement date to the next quarter being paid on
the execution thereof. During any Financial Year the Surveyor may
39
revise the contribution on account of the service charge for that
Financial Year so as to take into account any actual or expected increase
in expenditure, and as soon as reasonably practicable after such revisions
the Surveyor must certify the amount of the revised contribution
7.2 The Landlord shall as soon as convenient after each Computing Date prepare
and serve on the Tenant an account showing the Annual Expenditure for the
Financial Year ending on that Computing Date and containing a fair summary
of the expenditure referred to in it and upon such account being certified
by the Surveyor it shall be conclusive evidence for the purposes of this
lease of all matters of fact referred to in the account except in the case
of manifest error
7.3 The Tenant shall be entitled at any time to inspect the vouchers and
receipts relating to the Annual Expenditure
7.4 With the account prepared and served under the provisions of paragraph 7.2
of this Schedule the Landlord will furnish the Tenant with an account of
the service charge payable by him for that Financial Year, credit being
given for payments made on account. Within 14 days of the furnishing of
such an account, the Tenant must pay the service charge or the balance of
any balance of it payable, to the Landlord. The Landlord must allow to the
Tenant any amount overpaid by him against future payment of the Service
Charge, whether on account or not. At the end of the Financial Year
current at the end of the Term the Landlord must repay to the Tenant any
outstanding overpayment of the service charge
7.5 The Tenant shall pay the Service Charge each Financial Year within 14 days
after service upon it of the account certified by the Surveyor as provided
by paragraph 7.1 of this Schedule
8. Variations
The Landlord may withhold add to extend vary or make any alteration in the
rendering of the Services or any of them from time to time provided that
the same complies with the principles of good estate management and is
reasonable in all the circumstances
PART C
The Services
9. Maintaining etc Retained Parts
Maintaining repairing renewing where beyond economic repair and
reinstating and where
40
appropriate treating washing down painting and decorating the Retained
Parts
10. Maintaining etc apparatus plant machinery etc
Inspecting servicing maintaining repairing amending overhauling replacing
where beyond economic repair and insuring (save in so far as insured under
other provisions of this lease) all apparatus plant machinery and
equipment within the Retained Parts from time to time including (without
prejudice to the generality of the above) all (if any) lifts and lift
shafts stand-by generators and boilers and closed-circuit television
11. Maintaining etc Pipes
Maintaining repairing cleansing emptying draining and renewing where
necessary for the purpose of repair only all Pipes within the Retained
Parts
12. Maintaining etc Fire Alarms etc
Maintaining and renewing where necessary for the purposes of repair only
any fire alarms and ancillary apparatus and fire prevention and fire
fighting equipment and apparatus in the Retained Parts
13. Cleaning etc Retained Parts
Cleaning treating heating and lighting the Retained Parts to such standard
as the Landlord may from time to time consider adequate
14. Fixtures Fittings, etc
Supplying providing purchasing hiring maintaining renewing where beyond
economic repair replacing where necessary for the purposes of repair only
repairing servicing overhauling and keeping in good and serviceable order
and condition all fixtures and fittings bins receptacles tools appliances
materials equipment and other things which the Landlord may deem desirable
or necessary for the maintenance appearance upkeep or cleanliness of the
Estate or any part of the Estate
15. Other Services
Any other services relating to the Estate or any part of the Estate
provided by the Landlord from time to time and not expressly mentioned
which shall at any time during the Term be in keeping with the principles
of good estate management
41
PART D
The Additional Items
16. Fees
16.1 The reasonable and proper fees and disbursements (and any VAT payable
on them save where recoverable by the Landlord) of :
16.1.1 the Surveyor and other individual firm or company employed or retained
by the Landlord for (or in connection with) such surveying or
accounting functions or the management of the Estate
16.1.2 the managing agents (whether or not the Surveyor) for or in
connection with:
16.1.2.1 the management of the Estate
16.1.2.2 the collection of the rents and all other sums due to
the Landlord from the tenants of the Estate
16.1.2.3 the performance of the Services and any other duties
in and about the Estate or any part of it relating to
(without prejudice to the generality of the above)
the general management administration security
maintenance protection and cleanliness of the Estate
16.1.3 any individual firm or company valuing the Estate for the
purposes of assessing the full cost of rebuilding and
reinstatement
16.1.4 any individual firm or company providing caretaking or
security arrangements and services to the Estate as a whole
16.1.5 any other individual firm or company employed or retained by
the Landlord to perform (or in connection with) any of the
Services or any of the functions or duties referred to in this
paragraph
PROVIDED that such fees and expenses shall not relate to collecting
arrears of rent negotiating new lettings or negotiations or other
matters relating to rent reviews or dilapidations
16.2 The reasonable and proper fees of the Landlord for any of the Services
or the other functions and duties referred to in paragraph 16.1 above
that shall be undertaken by the Landlord and not by a third party
42
17. Contracts for Services
The cost of entering into any contracts for the carrying out of all or
any of the Services and other functions and duties that the Landlord
may in its absolute discretion deem desirable or necessary
18. Outgoings
All taxes assessments duties charges impositions and outgoings which
are now or during the Term shall be charged assessed or imposed on:
18.1 the whole of the Estate where there is no separate charge
assessment or imposition on or in respect of an individual unit
18.2 the whole of the Retained Parts or any part of them
19. Electricity Gas etc
The cost of supply of electricity gas oil or other fuel for the
provision of the Services and for all purposes in connection with the
Retained Parts
20. Road Charges etc
The expense of repairing maintaining and rebuilding and cleaning the
access roads and any ways roads pavements or structures Pipes or
anything which may belong to or be used for the Estate or any part of
it exclusively or in common with other neighbouring or adjoining
premises
21. Regulations
The costs charges and expenses of preparing and supplying to the
tenants copies of any regulation made by the Landlord to the Estate or
the use of it
22. Statutory etc Requirements
The cost of taking all steps deemed desirable or expedient by the
Landlord for complying with making representations against or otherwise
contesting the incidence of the provisions of any statute byelaw or
notice concerning town planning public health highways streets drainage
or other matters relating to or alleged to relate to the Estate or any
part of it for which any tenant is not directly and exclusively liable
23. Nuisance
The cost of the Landlord of abating a nuisance in respect of the Estate
or any part of it in so far as the same is not the liability of any
individual tenant
43
24. Interest
Any reasonable and proper interest and fees in respect of money
borrowed to finance the provisions of the Services of the Additional
Items
25. Anticipated Expenditure
Such Provision (if any) for the anticipated expenditure in respect of
any of the Services or the Additional Items as the Landlord shall in
its reasonable discretion consider appropriate.
THE FIFTH SCHEDULE
------------------
Guarantors Covenants
1. That as between the Guarantor and the Landlord the liability of the
Guarantor will be as principal debtor and covenantor
2. That the Tenant will at all times during the Term (and as well after as
before any disclaimer of this Lease) duly and punctually pay the rents
as herein provided and will observe and perform all the tenant's
covenants and the conditions contained in this Lease
3. That if at any time during the Term the Tenant defaults in paying any
of the rents or in observing or performing any of the covenants and
conditions contained in this Lease the Guarantor will pay such rents
and observe and perform the covenants and conditions in respect of
which the Tenant is in default and pay and make good to the Landlord on
demand all losses damages and costs and expenses sustained by the
Landlord through the default of the Tenant notwithstanding:-
3.1 any time or indulgence granted by the Landlord to the Tenant
or any neglect or forbearance of the Landlord in enforcing the
payment of rents or the observance or performance of the
Tenant's covenants or other terms of this Lease or any refusal
by the Landlord to accept rents tendered by or on behalf of
the Tenant at a time when the Landlord was entitled (or would
after the service of a notice under Section 146 of the Law of
Property ▇▇▇ ▇▇▇▇ have been entitled) to re-enter the Premises
3.2 that the terms of this Lease may have been varied by agreement
between the parties
3.3 that the Tenant may have surrendered part of the Premises in
which event the liability of
44
the Guarantor hereunder shall continue in respect of the parts
of the Premises not so surrendered after making any necessary
apportionments under the Law of Property ▇▇▇ ▇▇▇▇ s.140
3.4 that the Tenant may have ceased to exist
3.5 any other act or thing whereby but for this provision the
Guarantor would have been released
4. If at any time during the Term the Tenant (being an individual) becomes
bankrupt or (being a company) goes into liquidation and the trustee in
bankruptcy or liquidator disclaims this Lease or if this Lease is
forfeited then this Schedule will remain in full force and effect
notwithstanding such event and the Guarantor will if the Landlord shall
by notice in writing within 60 days after such disclaimer or forfeiture
so require take from the Landlord a lease of the Premises for a term
commensurate with the residue of the Contractual Term which would have
remained had there been a disclaimer or forfeiture at the same Rent
then being payable and subject to the same covenants and conditions as
are reserved by and contained in this Lease to take effect from the
date of the said disclaimer or forfeiture and in such case the
Guarantor shall pay the costs of such new Lease and execute and deliver
to the Landlord a counterpart thereof
5. The parties agree that this guarantee shall only subsist for such
period and extend to such liabilities restrictions and other
requirements as may be permitted by the Landlord and Tenant (Covenants)
▇▇▇ ▇▇▇▇
SIGNED AS A DEED AND DELIVERED )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ )
in the presence of:- )
45
SIGNED AS A DEED AND DELIVERED )
by ▇▇▇▇ ▇▇▇▇▇▇ in the presence of:- )
SIGNED AS A DEED AND DELIVERED by )
by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TRUSTEES )
LIMITED acting by a Director and its Secretary)
Director:
Secretary:
SIGNED AS A DEED AND DELIVERED by )
LAKELAND INDUSTRIES EUROPE LIMITED )
acting by a Director and its Secretary )
Director:
Secretary:
46