ardgowan medical practice - gp surveyors · gp surveyors gives notice to anyone who may read these...

Ardgowan Medical PracticeGreenockGreenock || ScotlandScotland

Offers over £1.1 millionOffers over £1.1 millionBids close 31 July 12pmBids close 31 July 12pm

0114 281 5850 | www.gpsurveyors.co.uk

Investment Summary

• Notional Rent: £67,650 / annum

• Patient list size: 9,190

• FTE doctors: 5 + 1 part-time

• Freehold (subject to lease to GP partners)

• Draft lease attached (see page 10 onwards)

Key property features

• Ground floor area: 370 sq m

• First floor area: 87.8 sq m

• Car parking spaces: 28

• Purpose-built

Offers Invited

Offers over £1.1 million

Bids to be submitted by 31 July 12pm

0114 281 5850 | [email protected] | www.gpsurveyors.co.uk

Property description

Ardgowan Medical Practice is a large purpose built GP surgery, dated 1994 and offers two floors of accommodation, with a large tarmac car park situated to the side of the property, which has space for 28 cars.

The ground floor is 370 sq m and consists of: eight consulting rooms, a treatment room, a training room and an examination room. The surgery also benefits from a large waiting and reception area and an administration office. Storage areas include a medical records store, pram bay, a cleaning cupboard, refuse store and a storeroom. Facilities include two WCs, a parent and baby changing room and utility room.

The first floor is 87.8 sq m and consists of: two office suites, 2 WCs and a shower room and a common room including kitchen.


Floor PlansGround floor

First floor


Location

Ardgowan Medical Practice is located on Finnart Street in Greenock, situated just a 5-minute walk from Oak Mall Shopping Centre, the local amenities are fantastic.

The practice has excellent road links, due to its proximity to the A78 and is just a three-minute walk from Greenock West train station.


Contact

Rebecca AdamsGP SurveyorsBusiness Development Manager 0114 281 [email protected]

Offers Invited

Offers over £1.1 million

Bids to be submitted by 31 July 12pm


Ardgowan Medical PracticeGreenockGreenock || ScotlandScotland

IMPORTANT NOTICE:

GP Surveyors gives notice to anyone who may read these particulars as follows: 1. These particulars are prepared for the guidance only of prospective purchasers. They are intended to give a fair overall description of the property but are not indeed to constitute part of an offer or contract. 2. Any information contained herein (whether in text or photographs) is given in good faith but should not be relied upon as being a statement of representation of fact. 3. Nothing in these particulars shall be deemed to be a statement that the property is in good condition or otherwise nor that any services or facilities are in good working order. 4. The photographs appearing in this brochure show only parts and aspects of the property at the time when the photographs were taken. Certain aspects may have changed since the photographs were taken and it should not be assumed that the property remains precisely as displayed in the photographs. Furthermore, no assumptions should be made in respect of parts of the property which are not shown in the photographs. 5. Any areas, measurements or distances referred to herein are approximate only. 6. Where there is a reference in these particulars to the fact that the alterations have been carried out or that a particular use is made of any part of the property this is not intended to be a statement that any necessary planning regulations or other consents have been obtained and these matters must be verified by any intending purchaser. 7. Descriptions of a property are inevitably subjective and the descriptions contained herein are used in good faith as an option and not by way of statement or fact. 8. All areas quoted are expressed as Net Internal Area (NIA) in accordance with the RICS Code of Measuring Practice 6th Edition and Guidance Note 60. 9. All prices and rents are exclusive of VAT but may be liable at the prevailing rate.

0114 281 5850 | www.gpsurveyors.co.uk

ARDG/001/001_2678188_1 CLO ID=1425978

LEASE

between

[ ] (hereinafter called “the Landlords” which

expression shall include all persons deriving title

from them)

OF THE FIRST PART and

DOCTOR ALAN ROBERT DICKSON, 3 Overton

Grove, Kilmalcolm PA13 4DR, DOCTOR ROBERT FRASER GRAY, 78 Lyle Road,

Greenock PA1 7QT and DOCTOR JAMES GALLAGHER, 79 Union Street, Greenock, PA16

8BG, DOCTOR P[ ] S[ ] BARR, [

] and DOCTOR JOHN McPHERSON, 8 Knockdhu Place, Gourock PA19 1DP as

partners of and as such trustees for the Firm of

Ardgowan Medical Practice, having its principal

place of business at Ardgowan Medical Practice,

2 Finnart Street, Greenock PA16 8HW

(hereinafter called “the Tenants” which

expression shall in substitution therefor include

their permitted successors and assignees)

OF THE SECOND PART

IT IS CONTRACTED and AGREED between the Landlords and the Tenants as

follows:-

1. DEFINITIONS AND INTERPRETATION

1.1 In the Lease (as hereinafter defined) unless the context otherwise

requires, words importing the masculine gender shall include the

feminine and vice versa; words importing persons shall include

companies and corporations and vice versa, and words importing

the singular number shall include the plural and vice versa, and

2.

ARDG/001/001_2678188_1

where at any time there are two or more persons included in the

expression “the Tenants” then the undertakings on the part of the

Tenants in terms of the Lease shall be deemed to be joint and

several but no so as to infer or imply continuing liability on a cedent

following an assignation.

1.2 If the tenants’ part of the Lease is at any time vested in a firm or

partnership the Tenants’ obligations while it is so vested shall be

binding jointly and severally not only on all persons who are

partners of the firm at the time that the Lease first comes to be so

vested, but also on all persons who shall become partners of the

firm at any time when the Lease is vested in such firm and their

respective executors and representatives whomsoever, as well as

on the firm and its whole stock, funds, assets and estate without the

necessity of discussing them in their order, and such obligations

shall subsist and remain in full force and effect notwithstanding any

change or changes which may take place in the name of the firm or

the constitution of the partnership whether by the assumption of a

new partner or partners or by the retiral, death or outgoing for any

other cause of any individual partner, and shall also be binding on

any successor firm carrying on the business of such firm.

1.3 The headings and sub-headings in the Lease are inserted for

convenience only and shall not affect the construction of the Lease.

1.4 Reference to either the Landlords or the Tenants having a right of

approval or consent under the Lease means a prior written approval

or consent, which must not be unreasonably withheld or delayed

except where the Lease specifies that either the Landlords or the

Tenants have absolute discretion.

3.

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1.5 Where either the Landlords or the Tenants have the right to

approve, decide, designate, nominate, request, require, specify or

stipulate any matter or thing under the Lease, that right will be

subject to a condition that it will act reasonably and properly when

exercising that right except where the Lease specifies that it has

absolute discretion.

1.6 Where either the Tenants or the Landlords must pay any costs that

the other incurs (or any proportion of them), those costs must be

reasonable and proper and reasonably and properly incurred.

1.7 In the Lease, the following expressions shall have the following

meanings:-

1.7.1 “Act” means any act of the UK or Scottish Parliament

and any delegated law made under it;

1.7.2 “Business Day” means a day on which clearing

banks in Edinburgh, Glasgow and London are open for

normal business;

1.7.3 “the Date of Entry” means [TBC];

1.7.4 “the Date of Expiry” means [TBC- 15 years after

Date of Entry];

1.7.5 “the DV Approved Rental” has the meaning ascribed

to it in Part III of the Schedule;

1.7.6 “District Valuer” means the district valuer for the

relevant Health Board and includes any successor

person or body thereto;

1.7.7 “First Review Date” means [ ] December 2022;

4.

ARDG/001/001_2678188_1

1.7.8 “Health and Safety File” means the health and safety

file for the Leased Subjects prepared in accordance

with the terms of the Construction (Design and

Management) Regulations 2015 or any statutory

amendment or re-enactment thereof;

1.7.9 “Initial Rent” means [TBC] POUNDS (£[ ]) STERLING per annum;

“Insolvency Practitioner” means any Liquidator,

Receiver or Administrator appointed in respect of the

Tenants’ assets or any part thereof;

1.7.10 “Insured Risk” means any risk against which the

Landlords undertake to insure in terms of Part V of the

Schedule together with such other risks or perils as the

Landlords shall from time to time require or the

Tenants shall from time to time have reasonably

requested in terms of Part V and against which such

risks or perils the Landlords shall have so insured;

1.7.11 “Indexed Linked” means the item or amount to be

indexed linked multiplied by A where:-

“A” means RIPn

RPIa

“RPI” means “all items” figure of the Retail Prices

published by the Office of National Statistics or any

successor Ministry, Department or Government

Agency or such other index as may be substituted by

virtue of Clause 4 of Part III of the Schedule;

“RPIn” means the RPI for the month preceding the

month in which indexation is to take place; and

“RPIa" means RPI for the month and year in which the

Premises Directions Cessation Date falls;

5.

ARDG/001/001_2678188_1

1.7.12 “Interest” means the rate of Four per centum per

annum above the base lending rate or other base

lending rate for the time being in force of the Bank of

Scotland (or such other bank being a member of the

London committee of Clearing Banks as the Landlords

may from time to time specify);

1.7.13 “Interim Notice” shall have the meaning ascribed to it

in Part III of the Schedule;

1.7.14 “the Lease” means this Lease and the Schedule and

Plan (if any) annexed and executed as relative hereto;

1.7.15 the “Leased Subjects” means the subjects described

in Part I of the Schedule;

1.7.16 the “New Rent” has the meaning ascribed to it in Part

III of the Schedule;

1.7.17 “Open Market Rent” has the meaning ascribed to it in

Part III of the Schedule;

1.7.18 “the Parties” means the Landlords and the Tenants

together, and “Party” means either one or the other of

them;

1.7.19 the “Permitted Use” means (i) the provision of

primary medical services and other primary and

community healthcare and social care services and (ii)

office and other accommodation ancillary thereto;

1.7.20 the “Plan” means the plan annexed and executed as

relative hereto which plan is demonstrative only and

not taxative;

6.

ARDG/001/001_2678188_1

1.7.21 the “Planning Acts” means the Town and Country

Planning (Scotland) Act 1997, the Planning (Listed

Buildings and Conservation Areas) (Scotland) Act

1997, the Planning (Hazardous Substances)

(Scotland) Act 1997, the Planning (Consequential

Provisions) (Scotland) Act 1997 and the Planning

(Scotland) Act 2006 and any statutory modifications or

re-enactments thereof for the time being in force and

any rules, regulations or orders made thereunder;

1.7.22 “Premises Directions” means the Primary Medical

Services (Premises Development Grants,

Improvement Grants and Premises Costs) Directions

2004 as amended or any other statement of fees and

allowances or the like (including rent reimbursement)

which may be substituted therefor;

1.7.23 “Premises Directions Cessation Date” means the

date on which the Tenants cease to be a Qualifying

Practice or the date when the Premises Directions

cease to permit the appeal of any assessment made

by the District Valuer of the Open Market Rent

thereunder either to the Scottish Ministers or by some

other independent person;

1.7.24 “Premises Directions Cessation Date Rent” means

the Rent operative at the Premises Directions

Cessation Date which Rent shall never be less than

the Stepped Rent;

1.7.25 “Qualifying Practice” means a doctor's practice

having the benefit of reimbursement of rental costs

under the Premises Directions;

7.

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1.7.26 “Quarter Days” means Candlemas (28 February),

Whitsunday (28 May), Lammas (28 August) and

Martinmas (28 November) in each year and “Quarter Day” means any of them;

1.7.27 “the Rent” means the Initial Rent per annum,

together with Value Added Tax (if any chargeable

thereon) or such increased sum as may be substituted

therefor in terms of Clause 2 of Part III of the

Schedule;

1.7.28 the “Reserved Rights” means the rights and others

specified in Part II of the Schedule;

1.7.29 “the Review Dates” means the First Review Date and

every three years thereafter, on the anniversary of the

First Review Date, and ‘Review Date’ means any one

of such dates;

1.7.30 “relevant Health Board” means NHS Greater

Glasgow & Clyde Health Board or any successor body

having responsibility for the delivery of primary care in

the area where the Leased Subjects are situated;

1.7.31 “the Relevant Review Date” has the meaning

ascribed to it in Part III of the Schedule;

1.7.32 the “Schedule” means the schedule of Six parts

annexed and executed as relative hereto;

1.7.33 the “Schedule of Condition” means the schedule of

condition forming Part VI of the Schedule and which

records the condition of the Leased Subjects at the

Date of Entry;

1.7.34 “Subsequent Review Dates” means the Review

Dates following the First Review Date;

8.

ARDG/001/001_2678188_1

1.7.35 “the Surveyor” means a surveyor appointed by either

the Landlords or the Tenants in accordance with Part

III of the Schedule;

1.7.36 “Term” means the period of this Lease (including any

continuation of this Lease whether by Act or tacit

relocation or otherwise);

1.7.37 “Termination Date” means the Date of Expiry or, in

the event of continuation of the Lease beyond the Date

of Expiry by operation of law or otherwise, the date

when the Lease is terminated validly by either party;

1.7.38 “Uninsured Risk” means any risk specified in the

Insured Risks definition that (a) is not insured against

because, at the time the insurance is taken out or

renewed, insurance is not generally available in the UK

market on normal commercial terms; or (b) is not, at

the date of the damage or destruction, insured against

by reason of a limitation or exclusion imposed by the

insurers but will not include loss or damage (or the risk

of it) caused by reason of the Tenants’ act, failure to

act, neglect or default;

1.7.39 “Value Added Tax” means value added tax and any

tax of a similar nature imposed in substitution for or in

addition to Value Added Tax.

2. LET

The Landlords in consideration of the rent and other prestations hereinafter

contained HEREBY LET to the Tenants the Leased Subjects, but

EXCEPTING and RESERVING to the Landlords and any others for the time

being authorised by them as entitled thereto, the Reserved Rights.

9.

ARDG/001/001_2678188_1

3. DURATION

3.1 The Lease shall commence on the Date of Entry, notwithstanding

the date or dates of execution hereof, and shall continue in force

until the Termination Date, subjects always to the other terms and

conditions hereof.

3.2 Notwithstanding the foregoing, the Tenants shall be entitled to

extend the Lease for a period of Fifteen (15) years by giving at least

six (6) months’ written notice to that effect to the Landlords prior to

the Date of Expiry provided that the Tenants have fully complied

with their obligations under the Lease throughout the Term and at

both the date of service of said written notice and the Termination

Date the Tenants are not in arrears of the Rent or any other sums

payable under the Lease. If the Tenants are in arrears of the Rent

or any other sums as at the date of service of said written notice,

then the written notice shall be invalid and the Lease shall not be

extended for a further period of Fifteen (15) years, without prejudice

to the other rights and remedies available to the Landlords in

respect of any breach of the Lease by the Tenants.

4. RENT

The Rent shall be paid by the Tenants to the Landlords in accordance with

the provisions and others contained or referred to in Part III of the Schedule.

5. TENANTS’ OBLIGATIONS

The Tenants bind and oblige themselves to observe and perform throughout

the currency of the Lease the undertakings, conditions, obligations and others

specified or referred to in Part IV of the Schedule.

10.

ARDG/001/001_2678188_1

6. LANDLORDS’ OBLIGATIONS

The Landlords bind and oblige themselves:-

6.1 to allow the Tenants, on paying the Rent and performing and

observing the undertakings, conditions, obligations and others on

the part of the Tenants specified or referred to in Part IV of the

Schedule to quietly enjoy the Leased Subjects during the currency

of the Lease without any interruption by the Landlords or any

person lawfully claiming through, under or in trust for the Landlords;

6.2 to observe and perform throughout the currency of the Lease the

conditions, obligations and others specified or referred to in Part IV

of the Schedule as being the responsibility of the Landlords and

those in Part V of the Schedule;

6.3 to grant warrandice;

6.4 the Landlords must refund any Rent and/or insurance premiums

paid in advance by the Tenants in relation to the period following

after the Termination Date within ten working days after the

Termination Date unless such termination is a result of irritancy

following fault on the part of the Tenants;

6.5 in exercising any right of access or entry granted in terms of the

Lease, the Landlords must and shall procure any party authorised

by it shall:-

11.

ARDG/001/001_2678188_1

6.5.1 give the Tenants at least two working days prior

notice (except in the case of emergency, when the

Landlords must give such notice as may be

reasonably practicable);

6.5.2 observe the Tenants’ requirements particularly

regarding medical and patient confidentiality (but

where that includes being accompanied by the

Tenants’ representative the Tenants must make that

representative available);

6.5.3 cause as little interference to the Tenants’ operations

as reasonably practicable;

6.5.4 cause as little physical damage as reasonably

practicable;

6.5.5 repair any physical damage that the Landlords’ cause

as soon as reasonably practicable; and

6.5.6 remain upon the Leased Subjects for no longer than

is reasonably necessary.

6.6 Notwithstanding any other provision of this Lease the Landlords must, at its

own cost, keep the structural and external parts of the Leased Subjects

(including without limitation all external, structural and load-bearing walls, the

floor slab and/or foundations, the roofs, rainwater goods, drains, soil and

other pipes and sewers (other than those for which the Tenants are

responsible for), the car parks, pavements, hard and soft landscaped areas,

boundaries and accesses) exterior of the structure of the Leased Subjects in

good and substantial repair and condition, and as necessary renew, replace

and rebuild structural and external parts of the Leased Subjects.

12.

ARDG/001/001_2678188_1

7. IRRITANCY

If at any time during the currency of the Lease the Tenants shall allow the

Rent or any part thereof to remain unpaid for a period of twenty one days

(whether demanded or not) or if the Tenants fail to comply with or contravene

any of the other conditions, obligations, provisions and restrictions

hereinbefore and hereinafter contained or referred to, or become insolvent or

are sequestrated, or being a company go into liquidation whether voluntarily

or compulsorily (other than as a result of a voluntary liquidation of a solvent

company for the purpose of amalgamation or reconstruction carried out with

the consent of the Landlords, which consent shall not be unreasonably

withheld or delayed) or if a Receiver shall be appointed or an application be

made to the Court for an Administration Order or if an attachment of the

Tenants’ effects shall be executed or if they shall voluntarily divest

themselves of their property by Trust Deed for behoof of creditors or

otherwise then and in any of these events it shall be in the power of the

Landlords to terminate the Lease without any declarator or process of law to

be used to that effect and to remove the Tenants from possession of the

Leased Subjects, and that without prejudice to the Landlords’ claim for past

due or current rents or any other claims competent to them, and the Tenants

consent that summary diligence shall proceed hereon for removing them in

any of the events foresaid;

DECLARING however that subject always to the provisions of the Law

Reform (Miscellaneous Provisions) (Scotland) Act 1985 the Landlords’ right of

forfeiture and re-entry herein contained shall not be exercised:-

7.1 In the event of any failure by the Tenants to make payment of the

Rent or any part thereof within twenty one days after the same shall

have become due unless a further period of twenty one days has

13.

ARDG/001/001_2678188_1

elapsed after written notice shall have been given by the Landlords

to the Tenants detailing the failure and referring to this clause,

without the Tenants having made payment to the Landlords of the

amount due, or

7.2 In the event of any other breach, non-observance or non-

performance by the Tenants which is capable of being remedied

unless a period of twenty one days (or such longer period as the

Landlords shall acting reasonably having regard to the

circumstances, prescribe as appropriate in any case) has elapsed

after written notice shall have been given by the Landlords to the

Tenants detailing the breach, non-observance or non-performance

and referring to this clause, without the Tenants having remedied

the same;

7.3 In the event of an Insolvency Practitioner being appointed, unless

and until the Landlords shall have given the Insolvency Practitioner

a period of six months within which to dispose of the Tenants’

interest under the Lease provided always that the Insolvency

Practitioner within fourteen days of his appointment shall personally

accept in writing and implement full responsibility for payment of the

rents and for performance of all other obligations of the Tenants

under this Lease to the date of disposal or termination of this Lease

including settlement of any arrears of the rents and the

performance of any outstanding obligations which may subsist at

the date of liquidation, receivership or administration as the case

may be (subject to the provisions of the Enterprise Act 2002).

14.

ARDG/001/001_2678188_1

8. NO WARRANTY OF USE

Nothing contained in the Lease shall be deemed to constitute any warranty by

the Landlords that the Leased Subjects or any part thereof are authorised for

use under the Planning Acts for the purpose hereby authorised.

9. NOTICES

9.1 All notices, counter notices, demands, requests or consents under

the Lease shall be made in writing; any notice or others to the

Tenants shall be sufficiently served if sent by recorded delivery post

to their Registered Office or to the last Registered Office intimated

to the Landlords by the Tenants (if the Tenants shall be an

incorporated body), and to the Tenants’ last known address in

Great Britain or Northern Ireland or to the Leased Subjects (if the

Tenants shall not be an incorporated body) and to their principal

place of business or to the Leased Subjects (if the Tenants shall be

a firm) and in any other case to the Tenants at the Leased

Subjects; any notice to the Landlords, if an incorporated body, shall

be sufficiently served if sent by recorded delivery post to its

Registered Office or to such other address as shall be intimated to

the Tenants from time to time, and if the Landlords shall be a

person, shall be sufficiently served if sent by recorded delivery post

to the Landlords at their last known address in Great Britain or

Northern Ireland;

9.2 Any notice sent by recorded delivery post shall be deemed to have

been duly served at the expiry of forty eight hours after the date and

time of posting. In proving service on such occasions it shall be

sufficient to prove that the envelope containing the notice was duly

addressed to the Tenants or the Landlords (as the case may be) in

15.

ARDG/001/001_2678188_1

accordance with the terms of Clause 9.1 and posted to the place to

which it was so addressed;

9.3 Where notice is served for the purpose of the Landlords gaining

entry to the Leased Subjects, such notice shall be sufficiently given

by ordinary letter sent to the Tenants at the Leased Subjects

notwithstanding the terms of Clause 9.1.

10. REFUSAL OF CONSENTS

Without prejudice to any other reason which may be stated by the Landlords,

where in terms of the Lease the Landlords’ consent or approval is not to be

unreasonably withheld, the fact that the full and unqualified consent or

approval of the Local Authority and any other statutory authority whose

approval is necessary cannot be obtained shall be deemed to be a valid

reason for withholding the Landlord’s consent or approval.

11. VALUE ADDED TAX

11.1 All sums payable in terms of the Lease are expressed exclusive of

Value Added Tax and the Tenants will be responsible for all (if any)

Value Added Tax payable on such sums and the Landlords shall

issue in return a valid Value Added Tax invoice. Notwithstanding

the foregoing, any amount which the Tenants are obliged to pay to

the Landlords hereunder by way of reimbursement or indemnity for

any supply of goods or services (as defined for the purposes of

Value Added Tax) made to the Landlords or their agents

whomsoever shall include an amount equal to the Value Added Tax

included within the consideration paid by the Landlords for that

supply, unless the Landlords are able to recover such Value Added

Tax as input tax.

16.

ARDG/001/001_2678188_1

11.2 Save in so far as required to do by operation of law the Landlords

will not apply for the option to tax in respect of the Landlords’

interest in the Leased Subjects while the Tenants are a Qualifying

Practice.

17.

ARDG/001/001_2678188_1

12. CONSENT TO REGISTRATION

The Parties consent to registration hereof and of the Schedule and all

memoranda by or on behalf of the Parties and of all certificates relative hereto

for preservation and execution: IN WITNESS WHEREOF these presents

consisting of this and the preceding 14 pages together with the Schedule

consisting of six parts are subscribed as follows:

Witness

Signature: Name:

Address: Place of Signing

Date of Signing

Witness

Signature: Name:

Address: Place of Signing

Date of Signing

18.

ARDG/001/001_2678188_1

For and on behalf of ………………………………………………… …………………………………………… Signature of Witness

Signature of Authorised Signatory

………………………………………………… …………………………………………… Full name of above (print) Full name of above (print) ………………………………………………… …………………………………………… Date of signing …………………………………………………

……………………………………………

Address of Witness Place of signing

19.

ARDG/001/001_2678188_1

This is the SCHEDULE referred to in the foregoing LEASE

between in favour of in respect of

PART I

The Leased Subjects

The subjects known as Ardgowan Medical Practice, 2 Finnart Road, Greenock PA16

8HW comprising ALL and WHOLE the subjects registered in the Land Register of

Scotland under Title Number REN76505.

20.

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SCHEDULE PART II

Exceptions and Reservations to the Landlords and Others

1. To the Landlords and to the owners and occupiers of any adjoining or

neighbouring property:

1.1 the right of passage and running of water and soil, gas and electricity

or other services or supplies from and to such adjoining or

neighbouring property through such of the sewers, drains, conduits,

gutters, water courses, pipes, cables, wires and mains serving such

adjoining and neighbouring property which now are or may during the

period of the Lease be in, on or under the Leased Subjects, and

1.2 the right on prior appointment to enter upon the Leased Subjects for

the purpose of inspecting, repairing, renewing, relaying, cleansing,

maintaining and connecting up to any such existing or future sewers,

drains, conduits, gutters, water courses, pipes, cables, wires and

mains, the persons exercising such rights causing as little damage

and disturbance to the Leased Subjects as possible and making good

any damage to the Leased Subjects thereby caused;

2. To the Landlords the right to erect or consent to any person erecting a new

building or to alter any building for the time being on any land adjoining,

neighbouring, opposite or near to the Leased Subjects notwithstanding that

such alteration or erection may diminish the access of light and air enjoyed by

the Leased Subjects and the right to deal with any property adjoining,

neighbouring, opposite or near to the Leased Subjects as the Landlords may

think fit, but not so as to obstruct access to the Leased Subjects;

3. To the Landlords and their employees, agents and licensees the right at all

reasonable times so far as may be necessary or desirable with or without

21.

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workmen, on giving reasonable notice to the Tenants (except in case of

emergency) to enter and remain upon the Leased Subjects with all necessary

tools, appliances and materials, making good all damage occasioned thereby

to the Leased Subjects for the purpose of repairing, altering or rebuilding any

adjoining or contiguous premises belonging to the Landlords and to cleanse,

empty and repair any of the sewers, drains and gutters belonging to the

same, the persons exercising such rights causing as little damage and

disturbance to the Leased Subjects as possible and making good any

damage to the Leased Subjects thereby caused;

4. To the Landlords and their employees, agents, workmen and others the right

at all reasonable times to enter the Leased Subjects or any part or parts

thereof for the purpose of carrying out any of the obligations imposed upon

the Landlords by the provisions of the Lease or of exercising any of the

powers conferred upon the Landlords whether by the Lease or otherwise;

22.

ARDG/001/001_2678188_1

SCHEDULE PART III

1. Defined Terms

This part of the Schedule uses the following definitions:

“Assumptions” means that:

(a) that the Leased Subjects are vacant and available to be

let as a whole (no fine or premium being taken);

(b) that the Leased Subjects are ready for immediate

beneficial occupation and use by the willing tenant;

(c) that the Tenants have already had the benefit of any

rental concession, rent free period or other inducement to

enable the Leased Subjects to be fitted out and ready for

immediate beneficial occupation and use by the willing

lessee;

(d) that the Leased Subjects are in good and substantial

repair and condition in accordance with the obligations in

that respect under the Lease and the Tenants have

complied with its obligations hereunder;

(e) that the length of the term of the notional lease is 15

years commencing on the Relevant Review Date and that

the rent payable under the notional lease shall

commence from that date;

(f) that any work undertaken by the Tenants during the

period of the Lease which has diminished the rental value

of the Leased Subjects has not been carried out;

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(g) if the Leased Subjects have been destroyed or damaged

then they have been fully restored, and

(h) the Leased Subjects may be lawfully used for the

Permitted Use;

“Disregards” means

(i) Any goodwill attached to the Leased Subjects since the

Date of Entry by reason of the carrying on at the Leased

Subjects of the business of the Tenants, sub-tenant or

permitted occupier and of any predecessor of the

Tenants as occupier;

(ii) any effect on rent of the fact that the Tenants or any sub-

tenant has been in occupation of the Leased Subjects;

(iii) any effect on rent of any alteration or improvement

carried out by and at the cost of the Tenants or any sub-

tenant of the Tenants during the period of the Lease

which has increased the rental value of the Leased

Subjects but only if it was carried out with the Landlords’

permission if required and otherwise than in pursuance of

an obligation to the Landlords (but any obligations

relating to the method or timing of works in this Lease or

any other document giving consent will not be treated as

an obligation for these purposes);

(i) any damage to or destruction of the Leased Subjects;

(iv) any statutory restriction or regulation of the rent

recoverable under the Lease operative at the time, and

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(k) any effect on rent of the fact that the Tenants are not

registered for the purposes of Value Added Tax and are

not able to set off in full by way of input tax any Value

Added Tax payable in respect of any payment of Rent

against the output tax payable by it.

“Notional Lease” means a lease:

of the whole Leased Subjects;

(a) on the same terms as this Lease (including this Part of the

Schedule) except for the amount of Rent payable immediately

before the Review Date but including the provisions for rent

review;

(b) by a willing landlord to a willing tenant;

(c) with vacant possession;

(d) without any premium being payable by or to the willing tenant;

“Open Market Rent” means the yearly rent which could reasonably be

expected to be obtained in the open market on the Relevant Review Date for

the Leased Subjects with vacant possession upon the grant of the Notional

Lease and applying the Assumptions and Disregards.

1. Payment of Rent

1.1 The Rent together with any Value Added Tax chargeable thereon

shall be paid by the Tenants to the Landlords by Banker’s Standing

Order without any deduction whatever throughout the duration of

the Lease by equal quarterly payments in advance on the Quarter

Days, declaring that so long as The Scottish Ministers or any other

local or national government body are the Tenants they will not be

obliged to pay by Banker’s Standing Order;

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1.2 The first of such payments shall become due and payable on the

Date of Entry and shall be a proportionate payment for the period

from the Date of Entry to the Quarter Day following, and the next

payment shall become due and payable on the Quarter Day

following the Date of Entry for the quarter beginning on that date

and so forth quarterly and termly thereafter during the currency of

the Lease.

1.3 In the event of the Rent being in arrear at any time, the Tenants

shall if demanded by the Landlords pay Interest thereon calculated

on a daily basis from the date on which such rent falls due until the

same is paid.

2. Rent Reviews

2.1 On the First Review Date the Rent will be increased to SEVENTY

TWO THOUSAND, TWO HUNDRED AND FIFTY POUNDS

(£72,250) STERLING per annum exclusive of Value Added Tax

(“Stepped Rent”).

2.2 Where the Tenants are a Qualifying Practice and for so long as the

Premises Directions permit the appeal of any assessment made by

the District Valuer of the Open Market Rent thereunder whether to

the Scottish Ministers or by some other independent person then

the mechanics for review on each Subsequent Review Date set out

in Clause 2.3 shall apply, to the exclusion of Clauses 2.4, 2.5 and

2.6.

2.3 Qualifying Practice Rent Review

2.3.1 At any time during the period commencing six months prior to

each Subsequent Review Date or any time after each

Subsequent Review Date the Landlords may by notice in

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writing inform the Tenants of the Landlord’s proposed rent

from the Relevant Review Date (“the Landlord’s Proposed Rental”) for approval as representing the Open Market Rent

for the property pursuant to the provisions of the Premises

Directions.

2.3.2 The Tenants shall within 14 days of receipt of the Landlord’s

Proposed Rental submit the Landlord’s Proposed Rental to

the relevant Health Board together with a notice requesting

that the Health Board submit the Landlord’s Proposed Rental

to the District Valuer for approval as representing the Open

Market Rent for the property pursuant to the provisions of the

Premises Directions.

2.3.3 The Tenants shall make no representations either to the

relevant Health Board or to the District Valuer on the

Landlord’s Proposed Rental.

2.3.4 Any necessary discussions and or negotiation in respect of

the Landlord’s Proposed Rental shall be undertaken directly

between the Landlords (or its appointed agent) and the

District Valuer acting on behalf of the relevant Health Board,

as funder.

2.3.5 The Landlords agree that it will conduct such negotiations as

are referred to above in a proper and reasonable manner and

shall use all reasonable endeavours to secure an agreement

with the relevant Health Board and the District Valuer as soon

as reasonably practicable.

Following conclusion of the negotiations referred above, the Landlords shall

inform the Tenants in writing of the determination of the District Valuer (“the DV Approved Rental”), shall provide the Tenants with written evidence from

the District Valuer of the DV Approved Rental and shall indicate whether the

Landlords approves the DV Approved Rental.

2.3.6 If the Landlords indicate that it approves the DV Approved

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Rental or does not appeal the DV Approved Rental as

provided for in Clause 2.3.7 of this Part III of the Schedule

then the Rent payable by the Tenants from the Relevant

Review Date shall be the greater of the DV Approved Rental

Figure and the Stepped Rent.

2.3.7 If the Landlords indicate that it does not approve the DV

Approved Rental then the Landlords shall be entitled to

appeal (“the Appeal”) against the DV Approved Rental

to the appropriate appeal body (“the Appeal Body”) in

accordance with the provisions of the Premises

Directions, the costs of the Appeal to be borne entirely

by the Landlords.

2.3.8 Following determination of the Appeal the Rent payable

by the Tenants from the Relevant Review Date shall be

the greater of the Open Market Rent as determined

by the Appeal Body and the Stepped Rent;

2.4 Alternative Rent Review

Where the Tenants are not a Qualifying Practice or where the Premises

Directions do not permit the appeal of any assessment made by the District

Valuer of the Open Market Rent thereunder whether to the Scottish Ministers

or by some other independent person then prior to the Relevant Review Date

the Tenants will advise the Landlords thereof and notify the Landlords on

which of the following bases the Tenants wish the Rent to be reviewed at

each Subsequent Review Date:

(a) the higher of the Premises Directions Cessation Rent and the

Premises Directions Cessation Rent Index Linked, in which

case Clause 2.6 of this Part III of the Schedule shall apply for

so long as the Tenants are not a Qualifying Practice or the

Premises Directions do not permit the appeal of any

assessment made by the District Valuer of the Open Market

Rent thereunder whether to the Scottish Ministers or by some

other independent person; or

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(b) the higher of the Premises Directions Cessation Rent and such

sum as shall represent the Open Market Rent at the Review

Date in question, in which case Clause 2.5 of this Part III of the

Schedule shall apply but only for so long as the Tenants are

not a Qualifying Practice or the Premises Directions do not

permit the appeal of any assessment made by the District

Valuer of the Open Market Rent thereunder whether to the

Scottish Ministers or by some other independent person.

2.5 Open Market Rent

2.5.1 Where the Tenants serve the notice stipulating that the Rent

shall be reviewed on the basis of Open Market Rent at each

Subsequent Review Date, in terms of Clause 2.4.2 hereof, if

three months after any Subsequent Review Date the Landlords

and the Tenants shall not have agreed on the Rent to be

payable from the Relevant Review Date, the Landlords or the

Tenants may at any time thereafter require an independent

Surveyor (hereinafter called “the Surveyor”) to determine the

Open Market Rent.

2.5.2 The Surveyor shall be a partner or director of a firm of

Chartered Surveyors and of not less than ten years’ standing

with experience in the valuation and letting of property similar

to the Leased Subjects; his appointment may be agreed upon

by the Landlords and the Tenants, and in default of such

agreement shall be appointed by the Chairman for the time

being of the Royal Institution of Chartered Surveyors in

Scotland (the “RICS”) on the application of the Landlords or

the Tenants; if such Chairman shall for any reason not be

available or be unable to make such appointment at the time of

the application, then the appointment may be made by the

Vice-Chairman or next senior officer of the RICS then available

and able to make such appointment, or if no such officer of the

RICS shall be so available and able, by such officer of such

professional body of Surveyors as the Landlords shall

designate, and any reference hereafter to the said Chairman

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shall be deemed to include a reference to such Vice-Chairman

or other officer.

2.5.3 Notice in writing of his appointment shall be given by the

Surveyor to the Landlords and the Tenants and he shall invite

each to submit within a specified period (which shall not

exceed four weeks or such longer period as may be agreed by

the Parties) a valuation accompanied, if desired, by a

statement of reasons.

2.5.4 The Surveyor shall act as an arbitrator. In reaching his

decision he shall consider and take account of any valuation

and reasons submitted to him in accordance with the terms of

paragraph 2.5.3 hereof.

2.5.5 The Surveyor shall give notice of his decision to the Landlords

and the Tenants in writing within two months of the date of his

appointment, or within such extended period as the Parties

may agree.

2.5.6 If the Surveyor shall decide that the Open Market Rent on the

Relevant Review Date is or was greater than the Stepped Rent

then the Rent will be increased to the Open Market Rent. If the

Surveyor shall decide that the Open Market Rent of the Leased

Subjects on the Relevant Review Date is or was less than the

Premises Cessation Rent the Rent shall be the Premises

Directions Cessation Rent and the decision of the Surveyor

shall so state.

2.5.7 The decision of the Surveyor shall be final on all matters

hereby referred to him.

2.5.8 If the Surveyor shall fail to determine the Open Market Rent

and give notice thereof within the time and in the manner

hereinbefore provided, or if he shall relinquish his appointment

or die, or if it shall become apparent that for any reason he will

be unable to complete his duties hereunder, then either Party

may apply to the said Chairman for a substitute to be appointed

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in his place which procedure may be repeated as many times

as necessary.

2.5.9 In the event that by the Relevant Review Date the Landlords

and the Tenants shall not have reached agreement as to the

Rent payable with effect therefrom then the Tenants shall

continue to pay rent at the rate of the Rent payable

immediately prior to the Relevant Review Date on each Quarter

Day until such agreement shall be reached or the Surveyor has

given the notice provided for in Clause 2.5.5 whichever shall

first occur. Within twenty eight days after such agreement shall

have been reached or the said notice shall have been given to

them (as the case may be) then (a) if there has been an

underpayment the Tenants shall pay to the Landlords as

arrears of rent, an amount equal to the difference between the

Rent actually paid and the Rent which the Surveyor has

decided ought to be paid for the period since the Relevant

Review Date, together with (if the Landlords shall so demand)

interest thereon at four per centum below Interest and that from

the Relevant Review Date until the due date for payment and

thereafter Interest until paid and (b) if there has been an

overpayment the Landlords shall pay to the Tenants, an

amount equal to the difference between the Rent actually paid

and the Rent which the Surveyor has decided ought to be paid

for the period since the Relevant Review Date, together with (if

the Tenants shall so demand) interest thereon at four per

centum below Interest and that from the Relevant Review Date

until the due date for payment and thereafter Interest until paid.

.

2.5.10 The fees of the Surveyor and any fee charged by the said

Institution for the appointment of the Surveyor along with all

other costs of determination of the Open Market Rent and the

Rent payable from the Relevant Review Date shall be payable

as he shall determine which failing they shall be paid in equal

shares by the Parties.

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2.5.11 If on any Subsequent Review Date there shall be in force any

enactment (which expression includes any Act of Parliament

now or hereafter in force as well as any instrument, regulation

or order made thereunder or deriving validity therefrom) which

shall relate to the control of rents and which shall restrict,

interfere with or affect the Landlords’ right to review the Rent in

accordance with the terms hereof, then the Landlords shall be

entitled once following each removal or modification of such

enactment to serve notice (hereinafter called an “Interim Notice”) upon the Tenants, and from and after the date of

service of such Interim Notice until the next Review Date or the

service of the next Interim Notice (whichever shall first occur)

the Rent shall be altered to whichever is the greater of the

Open Market Rent at the date of service of the Interim Notice

and the Premises Directions Cessation Rent, and the

provisions of this Clause 2 shall apply accordingly with the

substitution of the said date of service for the Relevant Review

Date.

2.6 Index Linked Rent

Where the Tenants serve the notice stipulating that the Rent shall

be Index Linked at each Subsequent Review Date in terms of

Clause 2.4.1 of this Part III of the Schedule, the Landlords must

notify the Tenants of the Rent payable with effect from the Relevant

Review Date (“the New Rent”) as soon as possible thereafter.

Following the Relevant Review Date until the Landlords have

notified the Tenants of the New Rent:

(a) the Rent payable under this Lease immediately before that

Relevant Review Date will continue to be payable until the New

Rent has been notified to the Tenants;

(b) Following the notification of the New Rent, the Landlords will

demand the difference (if any) between the amount the Tenants

have paid and the amount that would have been payable had

the New Rent been notified before the Relevant Review Date;

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(c) The Tenants must pay the difference to the Landlords within

twenty eight days after that demand together with interest at 4%

below Interest calculated on a daily basis on each instalment

would have become payable to the due date for payment and

thereafter Interest until paid.

(d) if following the notification of the New Rent, there has been an

overpayment the Landlords shall pay to the Tenants, an

amount equal to the difference between the Rent actually paid

and the New Rent within 28 days of demand together with

interest at 4% below Interest calculated on a daily basis on

each instalment would have become payable to the due date

for payment and thereafter Interest until paid.

3. Damage/ Destruction

3.1 The Rent will be payable and the tenancy under the Lease shall

continue notwithstanding damage to or the destruction of the

Leased Subjects or any part thereof, by fire or otherwise, provided

however that if the Leased Subjects or any part thereof shall at any

time during the currency of the Lease be destroyed or damaged by

an Insured Risk or an Uninsured Risk so as to be unfit for beneficial

occupation and use and to the extent that the policy or policies of

insurance shall not have been vitiated or payment of the policy

monies refused in whole or in part in consequence of some act or

default of the Tenants, the Rent or a fair proportion thereof

according to the nature and extent of the damage sustained shall

be suspended until the Leased Subjects shall be again rendered fit

for beneficial occupation and use or until the expiry of three years

from the date of damage or destruction, whichever shall be the

earlier; Provided that in the event that the Leased Subjects are not

again fit for beneficial occupation and use as aforesaid by the date

occurring two years and eleven months after the date of such

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damage or destruction, both the Landlords and (subject as

aftermentioned) the Tenants shall each be entitled to terminate the

Lease by one month’s written notice to the other to that effect

(provided that such notice is served prior to the Leased Subjects

being rendered fit for beneficial occupation and use as aforesaid)

and upon the expiry of the said notice the Lease shall terminate, but

that without limitation or prejudice to any claims which either Party

may have against the other in respect of any antecedent breach.

The Tenants shall only be entitled to terminate the Lease as

aforesaid if they have made payment to the Landlords of all sums

due in respect of any insurance monies which are irrecoverable due

to the act, neglect or default of the Tenants or those for whom they

are legally responsible under the Lease.

3.2 Any dispute regarding suspension of rent shall be referred to the

award of the Surveyor appointed as provided in Clause 2.4 of this

Part III of the Schedule (except that he shall act as an expert and

not as an arbitrator).

3.3 If there is damage to or the destruction of the Leased Subjects or

any part thereof by an Uninsured Risk so as to be unfit for

beneficial occupation and use and:

3.3.1 the Landlords do not notify the Tenants within 12

months after the damage or destruction that the

Landlords wish to reinstate the Leased Subjects, this

Lease will end on the last day of that period; or

3.3.2 the Landlords notify the Tenants that the Landlords do

not wish to reinstate the Leased Subjects, this Lease

will end on the date of that notification by the Landlords;

3.4 If this Lease ends under paragraph 3.3:

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a) that will not affect the rights or obligations of any Party for

any prior breaches (including without limitation, the Tenants’

liability for irrecoverable insurance monies);

b) the Tenants must give vacant possession of the Leased

Subjects to the Landlord; and

c) the Landlords will be entitled to retain all insurance moneys.

4. Changes in the RPI

If the RPI is no longer published or if there is any material change in the way it is

compiled or the date from which it commences then a new arrangement for

indexation or a rebasing (the "Revised Indexation") will be substituted therefor to

reflect increases in the cost of living on a similar basis to that originally set out in this

Lease. If the Parties are unable to agree a basis for the Revised Indexation then

either of them may at any time request that the President of the Institute of Chartered

Accountants of Scotland appoints an arbitrator to do so. The arbitration must be

conducted in accordance with the Arbitration (Scotland) Act 2010.

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SCHEDULE PART IV

Tenants’ Obligations

1.1 To pay outgoings

To pay and discharge all rates, taxes, duties, levies, charges, assessments,

impositions and outgoings whatsoever whether parliamentary, local or of any

other description whether or not of a capital or non-recurring nature which are

now or may at any time hereafter be taxed, assessed, charged or imposed

upon or payable in respect of the Leased Subjects or on any part thereof or

on the owner or occupier in respect thereof but excluding therefrom tax (other

than Value Added Tax) on the Rent payable and any tax arising from the

Landlord’s dealing with its own interests.

1.2 Items of common benefit

Except to the extent that the Tenants are solely responsible hereunder, to pay

to the Landlords on demand, a fair and proper proportion as conclusively

determined by the Landlords’ surveyor of any expense incurred by the

Landlords in replacing, renewing, repairing, maintaining or rebuilding anything

which is common to or capable of being used in common with the Leased

Subjects and other subjects and all payments due under and in terms of the

title deeds.

1.3 Allow Landlords to pay on default

In the event of the Tenants failing to make punctual payment of the sums

specified in the foregoing Clauses 1.1 and 1.2, to allow the Landlords to make

payment thereof and to reimburse the Landlords immediately for the costs of

so doing, together with Interest thereon from the date on which such sum is

paid out until the same is reimbursed by the Tenants.

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1.4 To pay Value Added Tax

To pay in return for a valid Value Added Tax invoice to the Landlords such

amount of Value Added Tax as shall be legally payable in respect of all

monies payable under the Lease. Notwithstanding the foregoing, any amount

which the Tenants are obliged to pay to the Landlords hereunder by way of

reimbursement or indemnity for any supply of goods or services (as defined

for the purposes of Value Added Tax) made to the Landlords or their agents

whomsoever shall include an amount equal to the Value Added Tax included

within the consideration paid by the Landlords for that supply, unless the

Landlords are able to recover such Value Added Tax as input tax.

1.5 To pay interest

Except where otherwise more specifically provided, to pay Interest on all

sums payable by the Tenants to the Landlords under this Lease from the date

when the sum was due to be paid until the same is received by the Landlords.

2.1 To Execute Works required by Statute, etc.

To comply with all obligations (whether relating to the Leased Subjects, the

business permitted to be carried on therein or otherwise) imposed by any Act

or Acts of Parliament, statutory instruments or the rules, byelaws, regulations

and notices of any local or other authority for the time being in force, and do

and execute or cause to be done and executed all such works, acts, deeds,

matters and things as under or by virtue of any such Act or Acts, statutory

instruments, rules, byelaws, regulations or notices are or shall be properly

directed or necessary to be done or executed upon or in respect of the

Leased Subjects or any part thereof whether by the owner, landlord, tenant or

occupier and at all times to keep the Landlords indemnified against all claims,

demands and liability in respect thereof. Notwithstanding the foregoing to the

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extent the foregoing requires the carrying out of works to the structural or

external or parts of the Leased Subjects the same will be the responsibility of

the Landlords at its own cost.

2.2 To comply with title deeds etc

To comply with the conditions and provisions of the title deeds so far as they

relate to the Leased Subjects notwithstanding any inconsistency between the

terms of this Lease and any superior lease or the title deeds, including all

obligations in the title deeds to renew, rebuild and repair the common parts of

and the fences enclosing the Leased Subjects.

3.1 To maintain and repair

3.1.1 To accept the Leased Subjects as presently in good and tenantable

condition and at their own cost and expense well and substantially

to repair and maintain, repaint and whenever necessary, renew,

rebuild and reinstate and generally in all respects keep in good and

substantial repair and condition free of all defects whether patent or

latent (including replacements and renewals whenever necessary in

the reasonable opinion of the Landlords or their surveyors, which

replacements and renewals shall be of a similar kind and quality to

the item (when new) which they replace) all to the reasonable

satisfaction of the Landlords, the interior of the Leased Subjects

and all additions thereto and all internal (being those located within

interior of the Leased Subjects and specifically excluding therefrom

any located within or beneath the floor slab and/or foundations)

drains, soil and other pipes and sewers, sanitary and water

apparatus, glass, internal non-structural walls and parts, pertinents

and others therein forming part of the Leased Subjects or thereon

which obligation shall subsist irrespective of the cause of any

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damage, deterioration or destruction except to the extent that such

damage, deterioration or destruction is caused by an Insured Risk

in which event the provisions of Part V(3) of the Schedule shall

apply or by an Uninsured Risk in which event the provisions of Part

V(4) of the Schedule shall apply. Nothing in this Clause 3.1 or any

other provision of the Lease shall oblige the Tenants to put and/or

keep the Leased Subjects or others in a better condition than that

shown in the Schedule of Condition.

3.1.2 The Tenants must keep the interior of the Leased Subjects in no

worse state of repair than the state of repair and condition specified

in terms of the Premises Directions.

4. To Paint etc.

4.1 To prepare, paint, treat and decorate, so far as forming part of the

interior of the Leased Subjects at least once every three years

during the Lease, and in each case, unless already carried out

within the previous year, in the last year of the Lease howsoever

determined, the Leased Subjects in a proper and workmanlike

manner with good quality materials to the satisfaction of the

Landlords and so that in the last year of the Lease the materials,

tints, colours and patterns of all such works of painting, treatment

and decoration shall be such as shall be previously approved by the

Landlords in writing.

4.2 As often as may be necessary to clean and treat in a suitable

manner for its maintenance in good condition to the satisfaction of

the Landlords all the wood and metal work and polished stone so

far as forming part of the interior of the Leased Subjects not

required to be painted or distempered and to clean to the

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satisfaction of the Landlords all tiles, glazed brick and other similar

washable surfaces.

4.3 The Landlords will, at its own cost, prepare, paint, treat and

decorate, so far as forming part of the exterior of the Leased

Subjects at least once every five years during the Lease the Leased

Subjects to the standards set down in Clause 4.1 of this Part IV of

the Schedule.

4.4 As often as may be necessary the Landlords will, at its own cost,

clean and treat in a suitable manner for its maintenance in good

condition all the wood and metal work and polished stone so far as

forming part of the exterior of the Leased Subjects not required to

be painted or distempered and to clean all tiles, glazed brick and

other similar washable surfaces.

5. To clean windows and drains

5.1 To clean the windows and all other glass in the Leased Subjects as

often as occasion shall require.

5.2 To rod through, clear and cleanse all drains, sewers or watercourses

in or on the Leased Subjects (whether serving the Leased Subjects or

not) as often as may reasonably be required having regard to the

principals of good estate management.

6. To leave in good repair

6.1 At the expiry or sooner termination of the Lease and subject to the

Tenants carrying out, to the reasonable satisfaction of the

Landlords, all restoration works called for by the Landlords in terms

of Clauses 10.2 and 18.5 of this Part IV of the Schedule, quietly and

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without any warning away or other process of law notwithstanding

any law or practice to the contrary, to surrender the Leased

Subjects to the Landlords together with all additions and

improvements made thereto and all fixtures (other than trade or

tenant’s fixtures affixed by the Tenants) in or upon the Leased

Subjects or which during the currency of the Lease may have been

affixed or fastened to or upon the same and that in such state and

condition as shall in all respects be consistent with a full and due

performance by the Tenants of the obligations herein contained and

to deliver to the Landlords an up-to-date and complete Health and

Safety File and Operating and Maintenance Manuals for the Leased

Subjects. Without prejudice to the foregoing generality at their own

cost and expense to repair and make good to the satisfaction of the

Landlords, all damage including damage to paint work caused by

the removal of trade or tenant’s fixtures affixed to the Leased

Subjects by the Tenants.

7. To permit Landlords to enter and repair

Subject always to Clause 6.5 of the Lease:

7.1 To permit the Landlords and their agents or surveyors with or

without workmen and others and appliances at all reasonable hours

upon receipt of prior notice in the daytime (except in cases of

emergency) during the period of the Lease to enter the Leased

Subjects or any part thereof to view the state and condition of same

and of all defects, wants of reparation and breaches of obligations

then and there found for which the Tenants are liable hereunder.

7.2 To repair and to make good all such defects, wants of reparations

and breaches of obligations to the reasonable satisfaction of the

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Landlords’ surveyors after receipt of written notice from or on behalf

of the Landlords by the Tenants, and that within two months or such

longer period as shall be permitted by the Landlords acting

reasonably after receipt of every such notice or sooner if requisite,

and if the Tenants shall fail within twenty eight days of such notice,

or immediately in case of emergency, to commence and then

diligently and expeditiously to continue to comply with such notice

in all respects, or if the Tenants shall at any time make default in

the performance of any of the undertakings herein contained for or

relating to the repair, decoration or maintenance of the Leased

Subjects the Landlords and their employees, workmen, agents and

representatives shall be entitled (but without prejudice to the right of

re-entry and forfeiture contained in Clause 7 of the Lease) to enter

upon the Leased Subjects and to carry out or cause to be carried

out all or any of the works referred to in such notice, and the

reasonable cost of so doing and all reasonable expenses incurred

thereby, together with Interest from the date of expenditure by the

Landlords shall be paid by the Tenants to the Landlords on

demand, and shall be recoverable as rent in arrear; in the event of

the Tenants not paying such expenses within three months from the

date of demand this shall constitute a material breach of the Lease.

8. Permit Entry

Subject to Clause 6.5 of the Lease to permit the Landlords and their agents or

surveyors with or without workmen and others and appliances at all

reasonable times during the period of the foregoing Lease upon reasonable

prior notice:

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8.1 To enter upon the Leased Subjects to take schedules or inventories

of the fixtures and fittings, plant and machinery belonging to the

Landlords or to be yielded up at the Termination Date or earlier

termination of the Lease;

8.2 To enter and execute any repairs, decoration or other work upon or

to any adjoining or neighbouring premises or to carry out any

repairs, decorations or other work which the Landlords must or may

carry out under the provisions of the Lease upon or to the Leased

Subjects or to cleanse or empty or renew the sewers, drains and

gutters belonging to the same or to construct any building or

erection on any land adjoining or neighbouring the Leased

Subjects, all damage occasioned thereby to the Leased Subjects

being made good as soon as reasonably possible. Provided always

that the Landlords will use their reasonable endeavours when

entering to carry out works, to obtain the Tenants’ approval to the

location, method of working and any other material matters relating

to the preparation for, and execution of, the works.

9.1 To pay Insurance Premia

Forthwith on demand to pay and refund to the Landlords, all premia paid by

the Landlords in effecting and maintaining the insurance of or relating to the

Leased Subjects in terms of Part V of the Schedule.

9.2 Not to endanger insurance

Not to do or omit or suffer to be done or omitted any act, matter or thing

whatsoever the doing or omission of which would make void or voidable the

insurance effected by the Landlords in terms of Part V of the Schedule or the

insurance of any adjoining or neighbouring property.

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9.3 To relieve Landlords of additional premia

In the event of any use to which the Tenants may put the Leased Subjects

involving any increase in the rate of premium for the insurance of the Leased

Subjects or of any adjoining premises whereby the Landlords incur liability for

the amount of such increase, the Tenants shall be bound to pay and free and

relieve and indemnify the Landlords of and from all or any such increase.

9.4 Liability for reinstatement costs

9.4.1 In the event of the Leased Subjects or any part thereof being

damaged or destroyed by an Insured Risk at any time during the

currency of the Lease, forthwith on demand to pay to the Landlords

all excesses under any insurances effected by the Landlords and,

in addition, to the extent that the insurance monies under any

insurance effected by the Landlords are rendered wholly or partly

irrecoverable by reason solely or in part of any act, neglect or

default of the Tenants, their agents, employees or visitors then and

in every such case forthwith, on demand, to pay (in addition to all

other sums which may be due or become due to the Landlords

under the Lease) to the Landlords the whole or (as the case may

be) a fair proportion of the amount of such insurance monies

rendered irrecoverable as aforesaid with Interest thereon from the

date of demand until paid;

9.4.2 Any dispute as to the proportion to be so contributed by the

Tenants or otherwise in respect of or arising out of this provision

shall be determined by the decision of the Surveyor appointed as

provided in Clause 2.4 of Part III of the Schedule (except that he

shall act as an expert and not as an arbitrator) and the decision of

the Surveyor (including any decision as to the responsibility for the

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costs of the determination) shall be final and binding on the

Landlords and the Tenants.

9.5 Management Regulations

To comply with all management regulations made by the Landlords from time

to time and notified to the Tenants in writing provided that (i) nothing in such

regulations shall purport to amend the terms of the Lease and in the event of

any inconsistency between the terms of the Lease and the regulations the

terms of the Lease shall prevail and (ii) such regulations shall relate to the

good management of the Leased Subjects.

9.6 Other Insurances

If at any time the Tenants become entitled to the benefit of any insurance on

the Leased Subjects, then to apply all monies received by virtue of such

insurance in making good with all speed the loss or damage in respect of

which the same shall have been received.

9.7 To notify Landlords

Forthwith upon becoming aware of the happening of any event or thing

against which insurance has been effected by the Landlords in terms of the

Lease, to give notice thereof to the Landlords. The Tenants must regularly

and diligently take all necessary steps to ensure that the happening of any

such event comes to their attention as quickly as possible.

10.1 Not to erect new Buildings

Not without the prior written consent of the Landlords, to erect buildings or

structures of any kind at any time upon the Leased Subjects or any part

thereof.

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10.2 Alterations

Not without the prior written consent of the Landlords at any time during the

period of the Lease to make or permit or suffer to be made any alterations or

additions whatsoever in or to the Leased Subjects or any part thereof either

internally or externally nor to cut, maim or remove any of the walls, beams,

columns or other structural parts of the Leased Subjects or make or permit or

suffer to be made any change in or to the existing design or appearance of

the Leased Subjects, except as permitted in Clause 10.2.1.

PROVIDED THAT with reference to this Clause 10.2:-

10.2.1 the Tenants may carry out internal alterations which do not affect

either the structure of the Leased Subjects, the mechanical and

electrical services within the Leased Subjects or the amount of rent

reimbursement payable in accordance with the Premises Directions

without the prior consent of the Landlords but with 10 Business

Days’ notice, except in the case of an emergency.

10.2.2 the Tenants will ensure at the Tenants’ own cost that the Health

and Safety File and the Operating and Maintenance Manuals which

may exist for the Leased Subjects are updated and exhibit copies of

the updated Health and Safety File and Operating and Maintenance

Manuals to the Landlords’ surveyor; and

10.2.3 at the Termination Date, forthwith, when and if called upon to do so

by the Landlords (as to which the Landlords shall have absolute

discretion), to reinstate and restore, at the Tenants’ cost, the interior

of the Leased Subjects to the condition in which they were at the

Date of Entry but only to the extent that may be required by the

Landlords.

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10.3 Structural Alterations

At the Tenants’ request the Landlords will carry out structural alterations,

except where:

10.3.1 in the Landlords reasonable opinion, the alteration is not financially

viable;

10.3.2 the alteration will not have an adverse impact on funding received by

the Tenants in terms of the Premises Directions;

10.3.3 all the necessary consents from the competent authorities have not

been obtained (the Landlords being obliged to use reasonable

endeavours to obtain the same);

10.3.4 the Landlords have not approved the plans relating to the alterations;

10.3.5 there will not be an adverse effect on the value of the Leased Subjects

or the Rent.

11. To use for approved purposes

11.1 At all times during the currency of this Lease to use the Leased

Subjects or any part thereof or permit the same to be used only for the

Permitted Use together with ancillary storage accommodation and not

at any time to use the Leased Subjects or any part thereof or permit or

suffer the same to be used for:-

11.1.1 any public exhibition or entertainment;

11.1.2 any sale by auction;

11.1.3 any illegal or immoral act or purpose;

11.1.4 betting or gaming;

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11.1.5 any noisy, noxious, dangerous or offensive trade,

manufacture or business;

11.1.6 a private dwellinghouse or part thereof

.

12.1 Signs

Not to allow any figure, letter, pole, flag, signboard, advertisement, inscription,

bill, placard or sign whatsoever to be attached to or exhibited in or on the

Leased Subjects or the windows thereof so as to be seen from the exterior

other than usual business signage in connection with the Permitted Use and

subject to obtaining all statutory consents without the prior written consent of

the Landlords.

12.2 Poles etc

Not to allow any poles, masts or wires to be erected on the exterior of the

Leased Subjects (whether in connection with radio or television apparatus or

otherwise).

13. Use of sewers, etc.

Not to allow to pass into the sewers, drains or watercourses serving the

Leased Subjects or any other property, oil or grease or any noxious or

deleterious effluent or other substance which may cause an obstruction in or

injure the said sewers, drains or watercourses and in the event of any

obstruction or injury forthwith to remove such obstruction or injury and to

make good all damage to the reasonable satisfaction of the Landlords’

surveyors.

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14. Not to commit nuisance

Not to do or permit or suffer to be done or remain upon the Leased Subjects

or any part thereof anything which may be or become a nuisance, annoyance,

disturbance, inconvenience, injury or damage to the Landlords or the owners

or occupiers of any property in the neighbourhood.

15. Not to accumulate rubbish, etc.

Not to allow rubbish of any description to accumulate upon the Leased

Subjects except in bins or other recepticals.

16. Not to overload

Not to overload or permit or suffer to be overloaded the floors, roofs or

structures (including without prejudice to the foregoing generality any lifts

installed therein) of the Leased Subjects or suffer the Leased Subjects to be

used in any manner which will cause undue strain or interfere therewith and

not to install or permit or suffer to be installed any machinery on the Leased

Subjects nor to use or permit or suffer to be used the Leased Subjects or any

part thereof in such manner as to subject the same to any strain beyond that

which they are designed to bear.

17. Dangerous materials

Not to keep or permit or suffer to be kept on the Leased Subjects any

materials of a dangerous, combustible or explosive nature, the keeping of

which contravenes any statute or order or local regulation or bye-law.

18. Compliance with Planning Acts, etc.

In relation to the Planning Acts

18.1 Comply with Statute

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At all times during the period of the Lease to comply in all respects

with the provisions and requirements of the Planning Acts and all

licences, consents, permissions and conditions (if any) already or

hereafter to be granted or imposed thereunder or under any

enactment repealed thereby so far as the same respectively relate

to or affect the Leased Subjects or any part thereof or any

operations, works, acts or things already or hereafter to be carried

out, executed, done or omitted thereon or the use thereof for any

purpose;

18.2 Obtain Necessary Consents

During the period of the Lease so often as occasion shall require at

the expense of the Tenants to obtain from the relevant Local

Authority and/or the Scottish Government all such licences,

consents and permissions (if any) as may be required for the

carrying out by the Tenants of any operations on the Leased

Subjects or the institution or continuance by the Tenants thereon of

any use thereof which may constitute development within the

meaning of the Planning Acts but so that the Tenants shall not

make any application for planning permission without the prior

written consent of the Landlords.

18.3 Charges imposed under Planning Acts

To pay and satisfy any charge which may hereafter be imposed

under the Planning Acts in respect of the carrying out or

maintenance by the Tenants of any such operation or the institution

or continuance by the Tenants of any such use as aforesaid.

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18.4 Approval of Planning Permission etc.

Notwithstanding any consent which may be granted by the

Landlords under the Lease, not to carry out or make any alteration

or addition to the Leased Subjects or any change of use thereof

being an alteration or addition or change of use which is prohibited

by or for which the consent of the Landlords is required to be

obtained under the Lease (and for which a planning permission is

required under the Planning Acts) before a planning permission

therefor has been produced to the Landlords and acknowledged by

them as satisfactory to them but so that the Landlords may refuse

so to express their satisfaction with any such planning permission

on the ground that the period thereof or anything contained therein

or omitted therefrom in the reasonable opinion of the Landlords or

their surveyors would be or be likely to be prejudicial to the

Landlords’ interests in the Leased Subjects whether during the

period of the Lease or following the expiration or determination

thereof.

18.5 Completion of Works

Unless the Landlords shall otherwise in writing direct, to carry out

before the Termination Date or sooner determination of the Lease

any works stipulated to be carried out to the Leased Subjects as a

condition of any planning permission which may have been granted

and implemented in whole or in part during the period of the Lease

whether or not the date by which said planning permission requires

such works to be carried out falls within the period of the Lease.

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18.6 Produce Plans, etc.

If and when reasonably called upon so to do, to produce to the

Landlords and their Surveyors and as they may direct, all such

plans documents and other evidence as the Landlords may

reasonably require to satisfy themselves that the provisions of this

clause have been complied with in all respects.

18.7 Intimate notice to Landlords

As soon as practicable, to give to the Landlords notice of any order,

direction, proposal or notice under the Planning Acts or relating to

any of the matters referred to in the sub-clauses of this Clause 18

which is served upon or received by or comes to the notice of the

Tenants in connection with or relating to the Leased Subjects and

to produce to the Landlords if so required any such order, direction,

proposal or notice as aforesaid as is in the possession of the

Tenants and regarding such order, direction, proposal or notice as

aforesaid not to take any action not approved by the Landlords.

18.8 To apportion compensation

If the Tenants shall receive any compensation with respect to their

interest under the Lease because of any restriction placed upon the

use of the Leased Subjects under or by virtue of the Planning Acts,

then if and when the Tenants’ interest under the Lease shall be

determined however that event may occur, to make such provision

forthwith as is just and equitable for the Landlords to receive their

due benefit from such compensation.

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19. Not to permit obstructions or encroachments

Not to obstruct or suffer to be obstructed the loading bay or forecourt, or any

of the windows, lights or ventilators belonging to the Leased Subjects nor to

permit any new window, light, ventilator, passage, drainage or other

encroachment or servitude to be made into or acquired against or over the

Leased Subjects or any part thereof and in case any encroachment or

servitude whatsoever shall be attempted to be made or acquired by any

person or persons whomsoever to give notice thereof in writing to the

Landlords immediately the same shall come to the notice of the Tenants, and

to do all such things as may be proper for preventing any new encroachment

or servitude being made or acquired with the costs of such actions to be

determined on an equitable basis.

20. To allow Landlords to take Inventories etc.

Subject to Clause 6.5 of the Lease to permit the Landlords or their surveyors

or agents or others having authority from the Landlords at any time during the

last year of the Lease (howsoever determined) by prior appointment with the

Tenants to enter upon the Leased Subjects or any part thereof for the

purpose of taking schedules or inventories of the fixtures and fittings to be

yielded up at the expiry of the Lease.

21. To afford Landlords facilities to re-let or sell

Subject to Clause 6.5 of the Lease to afford the Landlords all reasonable

facilities for the purpose of selling the Leased Subjects and, during the last

year of the Lease (howsoever determined) for the purposes of letting the

same, including in both cases access to the Leased Subjects by the

Landlords or their surveyors or agents or by prospective purchasers or

tenants or others having written authority from the Landlords and to display

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and maintain such “To Let” or “For Sale” boards upon the Leased Subjects as

the Landlords may consider desirable but so that the boards shall not be

placed in the windows of the Leased Subjects nor shall they obstruct the facia

thereof.

22. Not to assign or sub-let

22.1 Not to assign, charge, sub-let or otherwise deal with the Tenants’

interest in or part with or save as permitted in terms of Clause

22.2.3 of this Part IV of the Schedule, share possession of part only

of the Leased Subjects.

22.2 Not without the Landlords’ prior written consent to assign, charge,

sublet or otherwise deal with the Tenants’ interest in or part with the

whole of the Leased Subjects; provided that the Landlords’ consent

shall not be unreasonably withheld:-

22.2.1 in the case of a respectable and responsible assignee of

the whole of the Leased Subjects of sound financial

standing and demonstrably able to meet the obligations

imposed on the Tenants hereunder;

22.2.2 in the case of a respectable, responsible and financially

sound sub-tenant of the whole or part of the Leased

Subjects, subject to the prior approval of the form of sub-

lease by the Landlords; and

22.2.3 in addition to the provisions of this Clause 22, the

Tenants may share occupation of the Leased Subjects

with other healthcare, social work and related

professionals in connection with the Permitted Use on

condition that:

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(a) the Tenants notify the Landlords of the identity of

the occupier and the part of the Leased Subjects to

be occupied;

(b) no relationship of landlord and tenant is created or

is allowed to arise; and

(c) the Tenants notify the Landlords promptly when the

occupation ends.

22.2.4 within fourteen days after the execution of any

Assignation or any transmission by reason of a death or

otherwise affecting the Leased Subjects to deliver to the

Landlords three extract or certified copies of the deed,

instrument or other document or transmission evidencing

or effecting such dealing or transmission.

22.2.5 The Tenants may assign the Tenants right to the whole of

the Leased Subjects without the Landlords’ consent

where the proposed assignee is (i) a Qualifying Practice

comprising not fewer than 2 whole time equivalent

general medical practitioners (as that expression is

defined in the Premises Directions) or (ii) the relevant

Health Board or (iii) the Scottish Ministers.

22.2.6 The Tenants may share occupation of the Leased Subjects

without the consent of the Landlords on the condition

that:

(i) the Tenants notifies the Landlords of the identity of


be occupied prior to the occupation commencing.

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(ii) no relationship of landlord and tenant is created.

(iii) the Tenants notify the Landlords promptly when the

occupation ends.

22.7 Notwithstanding any other provision of this Clause 22 of

this Part IV of the Schedule in the event that the Lease is

assigned to either the relevant Health Board or the

Scottish Ministers as hereinbefore provided for then the

Tenants shall be entitled to grant occupancy rights on

any number of occasions and whether by way of a formal

sub-lease or otherwise to any person or persons (legal or

natural) for the purpose of providing primary and/or

social care services falling within the Permitted Use

without the consent of the Landlords and on such terms

as the Tenants in its absolute discretion deems suitable,

and that whether the same are less onerous than the

terms of the Lease or otherwise but on the condition

that:-

(i) the Tenants notifies the Landlords of the identity of


be occupied prior to the occupation commencing.

(ii) no relationship of landlord and tenant is created.

(iii) the Tenants notify the Landlords promptly when the

occupation ends.

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23. To indemnify Landlords

23.1 To indemnify and keep indemnified the Landlords from liability in

respect of any injury to or the death of any person, damage to any

property, heritable or moveable, any interdict or Court Action, the

infringement, disturbance or destruction of any right, servitude or

privilege or otherwise by reason of or arising directly or indirectly

out of the repair, state of repair, condition, or any alteration to or to

the use hereinbefore permitted of the Leased Subjects or any

failure or omission by the Tenants in the implementation and

observance of the obligations on their part herein contained or

referred to and from all proceedings, costs, claims and demands of

whatsoever nature in respect of any such liability or alleged liability.

In respect of any claim covered by the indemnity in Clause 23.1, the

Landlords must mitigate its loss (at the Tenants’ cost) where it is

reasonable for the Landlords to do so.

23.2 Interruption of services

Not to make any claim against the Landlords in respect of or arising

out of any interruption or failure of any services or defective

working, stoppage or breakage of any pipes, drains, wires or

equipment or bursting or leakage of any oil, gas, water or soil pipes

or choking, stoppage or overflow thereof or of the drains or gutters

or from any other source or cause and to indemnify and keep

indemnified the Landlords from any liability arising therefrom.

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24. Costs

To pay to the Landlords all costs, charges and expenses (including solicitors’

and surveyors’ and other professional costs and fees and Value Added Tax)

incurred by the Landlords:-

24.1 in connection with the registration of the Lease in the Books of

Council and Session and the obtaining of three extracts;

24.2 in or in contemplation of any proceedings relating to the Leased

Subjects arising out of the Tenants’ breach of the terms of this

Lease and to keep the Landlords fully and effectively indemnified

against all costs, expenses, claims and demands whatsoever in

respect of such proceedings but declaring that in respect of any

claim covered by this Clause 24.2, the Landlords must mitigate its

loss (at the Tenants’ cost) where it is reasonable for the Landlords

to do so;

24.3 in the preparation, service, negotiation and enforcement of a

schedule of dilapidations at any time during or after the period of

the Lease where the Tenants are in breach of the terms of the

Lease;

24.4 in connection with the recovery of arrears of rent, interest and/or

other sums due from the Tenants under the Lease where the

Tenants are in breach of the terms of the Lease;

24.5 in respect of any application for consent or approval required by the

Lease or request for variation or surrender whether or not such

consent, approval or request be granted provided always that:-

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24.5.1 the Tenants shall pay the reasonable charges, taxes,

assessments, levies and other disbursements of any

solicitors, architects, surveyors and other professional

advisers acting for the Landlords in connection with such

consent, approval or request as aforesaid;

24.5.2 the Tenants shall at the Tenants’ expense furnish the

Landlords with any additional copies of plans and

specifications and other documents required in

connection with the application by the Tenants for such

consent or approval or such request and such further

copies of any Notice and proposals served on the

Tenants.

24.6 As soon as possible following the effective date of any land

transaction arising out of or in connection with the Lease (including

without limitation the initial grant thereof) the Tenants must (if

required) submit a land and buildings transaction tax return to

Revenue Scotland and pay all land and buildings transaction tax

which may be payable in respect thereof. In each such case the

Tenants must deliver to the Landlords within 21 days of the

effective date of any such land transaction an electronic submission

receipt issued by Revenue Scotland in respect of the land and

buildings transaction tax liability on any such land transaction in

order to allow the Landlords to register the Lease and any such

subsequent documentation in respect of this Lease.

25 Tenants’ Property

If after the Tenants have vacated the Leased Subjects on the Termination

Date any property of the Tenants remains in or on the Leased Subjects, and

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the Tenants fail to remove it within fourteen days after being requested in

writing by the Landlords so to do, or if after having endeavoured the

Landlords is unable to make such a request to the Tenants within fourteen

days from the first attempt so made by the Landlords:-

25.1 the Landlords may as the agent of the Tenants sell such property,

provided that the Tenants will indemnify the Landlords against any

liability incurred by it to any third party whose property shall have

been sold by the Landlords in the bona fide mistaken belief (which

shall be presumed) that such property belonged to the Tenants;

25.2 if the Landlords having made reasonable efforts is unable to locate

the Tenants the Landlords shall be entitled to retain the proceeds of

the sale absolutely unless the Tenants shall claim the same within

three months of the date upon which the Tenants vacated the

Leased Subjects; and

25.3 the Tenants shall indemnify the Landlords against any damage

occasioned to the Leased Subjects or any adjoining property and

any actions, claims, proceedings, costs, expenses and demands

made against the Landlords caused by or related to the presence of

such property in or on the Leased Subjects.

26. Fire fighting equipment

To keep the Leased Subjects sufficiently supplied and equipped with such fire

fighting and extinguishing appliances as shall from time to time be required by

law or by the local or other competent Authority or as shall be reasonably

required by the Landlords or their insurers and such appliances shall be open

to inspection and shall be maintained to the satisfaction of the Landlords, and

also not to obstruct or permit to be obstructed the access to or means of

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working such appliances or the means of escape from the Leased Subjects in

the case of fire.

27. Supply particulars of documents

Within fourteen days of the receipt of notice of the same, to give full

particulars to the Landlords of any permission, notice or proposal for a notice

or order relevant to the Leased Subjects or to the use or condition thereof or

otherwise concerning the Leased Subjects or the Tenants made, given or

issued to the Tenants or the occupier of the Leased Subjects by any

Government, local or public authority and if so required by the Landlords

forthwith to produce such permission, notice, order or proposal to the

Landlords and also without delay to take all reasonable or necessary steps to

comply therewith and also at the reasonable request and at the expense of

the Landlords to make or join with the Landlords in making such objections or

representations against or in respect of any such notice, order or proposal as

aforesaid as the Landlords shall deem expedient.

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SCHEDULE PART V

Landlords’ Obligations

Insurance

1 Subject to and to the extent that the necessary insurance cover is obtainable

from a reputable insurance company on the insurance market in Great Britain

and to the conditions and exceptions normally contained in policies for

insurance as aftermentioned from time to time to insure the Leased Subjects

against loss or damage by fire, lightning, explosion, flood, storm, tempest,

riot, terrorism, bursting and overflowing of cisterns, pipes, subsidence and

landslip, property owners liability, civil commotion and (in peace time) aircraft

and articles dropped therefrom and such other normal commercial risks as

the Landlords may deem necessary or expedient in the full reinstatement

value thereof plus Value Added Tax (such value to be not less than the value

reasonably determined by the Landlords) together with such sums (related to

such reinstatement value) for architects’, surveyors’ and engineers’ fees as

would be required by the respective professional scales of charges in force

from time to time, sums in respect of demolition costs, removal of debris and

shoring up of adjoining buildings and together with insurance for loss of rent

for the Leased Subjects for a period of not less than three years all as may be

reasonably estimated by the Landlords all in name of the Landlords and such

other names as the Landlords shall require in some insurance office of repute

to be nominated by the Landlords and through the agency of the Landlords:

And, upon reasonable request in writing, to exhibit to the Tenants or their

agents a copy of every such policy of insurance and the receipts for the last

premium.

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2. In relation to the insurance, the Landlords must use its reasonable

endeavours to:

2.1 procure the Tenants’ interest in the Leased Subjects is noted either

specifically or generally on the policy;

2.2 take reasonable steps to procure that the insurers waive any rights of

subrogation they might have against the Tenants (either specifically or

generically);

2.3 notify the Tenants promptly of all material variations; and

2.4 provide the Tenants with a copy of the policy terms or a summary of its

main terms upon the Tenants’ written request (such request to be

made no more than once annually).

3. Provided that the Tenants have paid to the Landlords the sum for which they

are liable in terms of Clause 9.4.1 of Part IV of the Schedule and subject to all

necessary statutory consents being obtained, to cause all monies received by

virtue of such insurance (except for monies received in respect of property

owners liability and in respect of loss of rent insurance which shall be retained

by the Landlords who shall apportion the same according to the relative

interests therein and shall apply the amount apportionable to the Tenants’

interest in lieu pro tanto of rent) to be forthwith laid out in rebuilding,

repairing or reinstating the Leased Subjects, any shortfall between the costs

of rebuilding, repairing or reinstatement and the monies received by the

Landlords by virtue of such insurance and from the Tenants in terms of the

said Clause 9.4.1 being met by the Landlords.

4. In the event of the Leased Subjects being damaged or destroyed by an

Uninsured Risk and the Landlords notifying the Tenants that it intends to

reinstate the Leased Subjects within 12 months after the date of damage or

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destruction then the Landlords will subject to all necessary statutory consents

being obtained forthwith rebuild, repair or reinstate the Leased Subjects at its

own costs as soon as reasonably practicable.

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SCHEDULE PART VI

Schedule of Condition

ARDG/001/001_2678188_1 CLO ID=1425978

LEASE

between

[ ]

and

The partners and trustees of Ardgowan Medical Practice

Subjects: Ardgowan Medical Practice, 2 Finnart Street, Greenock

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