---
title: "Green Lease Clauses for Irish Commercial Leases: Relating to (1) Sustainable and Circular Economy Principles in Repair and Alteration Covenants, (2) Rent Review Assumptions, and (3) Protecting Energy and Sustainability Ratings"
excerpt: 
date: 2024-03-27T14:16:59Z
modified: 2025-07-23T11:21:55Z
file_type: md
permalink: clauses/green-lease-clauses-for-irish-commercial-leases-relating-to-1-sustainable-and-circular-economy-principles-in-repair-and-alteration-covenants-2-rent-review-assumptions-and-3-protecting-energy.html
wpid: 2149
status: publish
type: clause
jurisdiction:
  - Ireland
maintenance-status:
  - Not maintained
practice-area:
  - Real estate and property
sector:
  - Real estate
eleventyComputed:
  clause_child_name: "Emily and Tom's Clause"
  clause_summary: Clauses for Irish commercial leases encouraging improved environmental performance through repair and alteration covenants, rent review assumptions, and covenants to protect sustainability ratings. 
  clause_last_updated_date: 2023-01-30
layout: layouts/clause.njk
---

# Green Lease Clauses for Irish Commercial Leases: Relating to (1) Sustainable and Circular Economy Principles in Repair and Alteration Covenants, (2) Rent Review Assumptions, and (3) Protecting Energy and Sustainability Ratings

## Child’s name

Emily and Tom's Clause

## Summary

Clauses for Irish commercial leases encouraging improved environmental performance through repair and alteration covenants, rent review assumptions, and covenants to protect sustainability ratings.

## What this clause does

Reduces a building’s carbon footprint, running costs and futureproof owners/ occupiers against the transition risk of incoming regulation while also improving a business’ reputation in the market, commanding higher rent or sale prices and attracting talent drawn by climate-conscious values.

## Clause Content

*\[Drafting note: Capitalised terms relate to either a defined term in these clauses or a defined term in the main lease that these clauses are designed to be inserted into.\]*

**1. Tenant covenants**

**1.1 Repair**

To keep the Demised Premises in good and substantial repair and condition \[…\] and when necessary to replace and renew \[any Landlord’s fixtures and fittings\] with Materials of an equivalent quality \[and value\] \[to the \[reasonable\] satisfaction of the Landlord\]. \[*Drafting note: These provisions can be integrated into the repair covenant.*\]

**1.2 Decoration**

To decorate the Demised Premises \[…\] and carry out all decoration in a proper and workmanlike manner using good quality Materials \[to the \[reasonable\] satisfaction of the Landlord\]. \[*Drafting note: These provisions can be integrated into the decoration covenant.*\]

**1.3 Alterations – restrictions on Tenant’s alterations**

Absolute prohibition

The Tenant shall not carry out any alterations to the Demised Premises or to the plant, equipment or services \[*Drafting note: Consider referring to ‘Conduits’ here, if it is a defined term in the Lease, and whether the definition is wide enough to capture any green utilities (e.g. solar panels, rain water harvesting etc.)*\] within and serving the Demised Premises which will \[or are likely to \[*Drafting note: This would give wider scope for works to be refused, which may be preferred by a landlord, but resisted by a tenant*\]\] \[materially\] adversely affect the Certification, Environmental Performance and/or the BER of the \[Demised Premises/ \[and/or the\] Building\] \[and/or would be contrary to the Efficiency Objective/ the objectives set out in the Environmental Performance Plan\]. \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant.*\]

**\[OR\]**

Qualified prohibition

\[*Drafting note: A landlord may not wish for there to be any possibility or allowance for a tenant to make alterations to premises which would adversely impact on any certification/ rating or the environmental performance of the premises or building. If that is the case, this form of qualified prohibition would not be suitable and the absolute prohibition should be used.*\]

\[*Drafting note: The clause presupposes that the Lease permits the Tenant to carry out works to the Demised Premises subject to specified constraints (typically a prohibition on structural works, and/or a requirement for landlord’s consent to most alterations, such consent not to be unreasonably withheld). It is important first to check what the other alterations provisions in the Lease require/ permit, and then to judge whether additional constraints on works which adversely affect Environmental Performance are necessary at all, and, if so, how to dovetail them. Where the Landlord’s consent is required to alterations, the Landlord may be willing to rely on an argument that an adverse effect on Environmental Performance is a reasonable ground to refuse consent.*\]

The Tenant shall not carry out any alterations to the Demised Premises or to the plant, equipment or services \[*Drafting note: Consider referring to ‘Conduits’ here if it is a defined term in the Lease and whether the definition is wide enough to capture any green utilities (e.g. solar panels, rain water harvesting etc.)*\] within and serving the Demised Premises which will \[or are likely to \[*Drafting note: This would give wider scope for works to be refused, which may be preferred by a landlord but resisted by a tenant*\]\] \[materially\] adversely affect the Certification, Environmental Performance and/or the BER of the \[Demised Premises/ \[and/or the\] Building\] \[and/or would be contrary to the Efficiency Objective/ the objectives set out in the Environmental Performance Plan \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant*\]\] unless it first obtains the \[written\] consent of the Landlord to such alterations (such consent not to be unreasonably withheld \[or delayed\]) and the Tenant shall implement any recommendations that the Landlord \[acting reasonably\] makes to avoid or minimise any such potential adverse effects of the proposed alterations.

**1.4 Alterations – alterations which improve the Environmental Performance**

The Tenant may, with the Landlord’s prior written consent (such consent not to be unreasonably withheld) carry out alterations to the Demised Premises which \[the Tenant can demonstrate by the provision of an independent report from a professional having appropriate expertise (approved by the Landlord \[acting reasonably\])\] will improve the Certification, Environmental Performance \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant*\] and/or the BER of the \[Demised Premises/ \[and/or the\] Building\], provided always that the Tenant shall use \[reasonable\] endeavours to minimise any disruption or any interference to the \[Building/ Common Areas/ Retained Parts \[and/or\]/ the plant and equipment serving the Building/ other tenants within the Building\] and that such alterations:

(a) will not \[materially\] adversely affect the performance or the life cycle of any mechanical or electrical services, or any other plant, equipment or services in the Building;

(b) are not structural alterations;

(c) will not have a detrimental impact on the investment value of the Landlord’s reversionary interest in the Demised Premises and/or Building; and

(d) otherwise comply with the provisions of clause(s) \[*insert clause numbers for covenants requiring compliance with statutory obligations, e.g. planning, Building Regulations, Fire Safety etc.*\].

**1.5 Alterations – conditions to consent to alterations**

(a) The Landlord may, as a condition of giving its consent to any alterations or works to the Demised Premises by the Tenant, require the Tenant to enter into such covenants, as the Landlord shall reasonably require, regarding the execution of any such works and, subject to clause \[*insert clause number for reinstatement of tenant’s alterations*\] the reinstatement of the Demised Premises at the end or sooner determination of the Term \[and these covenants may include a covenant on the Tenant’s part to \[use all reasonable endeavours to\] ensure that any such works comply with the Certification Requirements and the Environmental Performance Plan/ Efficiency Objective and will not \[materially\] adversely affect the Environmental Performance and/or the Certification and/or the BER of the \[Demised Premises/ \[and/or the\] Building\].

(b) If requested by the Landlord, the Tenant shall submit an assessment or report from a professional having appropriate expertise (approved by the Landlord \[acting reasonably\]), of the impact the proposed works to the Demised Premises will have on the Environmental Performance, the Certification and the BER of the \[Demised Premises/ \[and/or the\] Building\] (if applicable). The Tenant agrees that the Landlord may reasonably refuse an application for consent to alterations on the basis that such alterations would \[materially\] adversely affect the Certification, the Environmental Performance and/or the BER of the \[Demised Premises/ \[and/or the\] Building\] \[and/or would be contrary to the Efficiency Objective/ objectives set out in the Environmental Performance Plan \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant*\]\].

(c) The Landlord may, prior to giving consent for any alterations or works requested by the Tenant, refer the matter to the Environmental Consultant \[and the insurers providing the Inherent Defects Insurance Policy\]. The Tenant shall be responsible for all \[reasonable and properly vouched\] costs and expenses in respect of any such referrals or advice obtained by the Landlord in this regard. \[*Drafting note: These could be costly and perhaps the issue could be addressed by having the report obtained by the Tenant in this clause addressed to the Landlord also and provided on a reliance basis. The Landlord may also wish to consider requiring an assessment, after the completion of the alterations, to confirm that they have been completed in accordance with the Environmental Consultant’s requirements but again, this may result in additional Tenant costs.*\]

**1.6 Yield Up – Compliance with Green Clauses**

At the expiration or sooner determination of the Term the Tenant shall quietly yield up the Demised Premises:

\[…\] \[*Drafting note: These provisions can be integrated into the Yield Up covenant.*\]

and having complied with its obligations under the Green Clauses.

**1.7 Yield up – reinstatement of alterations**

\[*Drafting note: This needs to be considered carefully at the time consent to alterations is being granted. It may be that whatever tenant works are carried out need to be removed regardless as it may benefit the entire Building, for example, to have them removed and replaced by something better.*\]

The Tenant shall remove and make good to the original prevailing condition all of the tenant alterations or additions made to the Demised Premises, or such of them as the Landlord shall require, and in making its determination in this regard the Landlord shall have due regard to any \[material\] adverse effect on the Certification, Environmental Performance and/or the BER of the \[Demised Premises/ \[and/or the\] Building\] resulting from such reinstatement \[and/or whether such reinstatement would be contrary to the Efficiency Objective/ the objectives set out in the Environmental Performance Plan \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant*\]\].

**\[OR\]**

The Tenant shall not be required to reinstate any alterations carried out in accordance with clause \[*insert clause number for alterations covenant*\] where each of the following applies at the expiry or sooner determination of the Term:

(i) any such reinstatement is not reasonably required by the Landlord having regard to the Landlord’s intention in respect of the use or re-letting of the \[Demised Premises/ \[and/or the\] Building\] and the Landlord has notified the Tenant to that effect \[no later than \[three (3)\] months\] prior to the date of expiry or sooner determination of the Term; and

(ii) any such reinstatement would \[materially\] adversely affect the Certification, Environmental Performance and/or the BER of the \[Demised Premises/ \[and/or the\] Building\] and/or any such reinstatement would be contrary to the Efficiency Objective/ the objectives set out in the Environmental Performance Plan \[*Drafting note: Insert reference to other guidelines or framework as may be agreed between the Landlord and Tenant*\]\].

**\[OR\]**

\[The Tenant shall not be required to reinstate any alterations which improve the Environmental Performance of the \[Demised Premises/ \[and/or the\] Building\] \[unless the Landlord has given the Tenant at least \[three (3)\] months’ notice that it requires the Tenant to remove all or part of any such alterations on the basis that those works remaining after the expiry or sooner determination of the Term would have a detrimental impact on the investment value of the Landlord’s reversionary interest in the \[Demised Premises/ \[and/or the\] Building\].\]

**2. Rent review assumptions**

2.1 \[…\] \[*Drafting note: These provisions can be integrated into the rent review schedule*\];

2.2 that all the covenants on the part of the Tenant contained in this Lease have been fully performed and observed; and

2.3 (whether or not a fact) that the Demised Premises \[and the Building\] maintain\[s\] the Original Rating\[, save only that where on any Review Date the Original Rating has been lost or retracted due to a breach or default by the Landlord \[*Drafting note: Tenants’ solicitors may wish to expand this proviso to refer to other tenants of the Building so that the Landlord does not get the benefit of the assumption on rent review where other tenants in the building have adversely affected the Original Rating*\] of its covenants in this Lease, the assumption in this clause \[2.3\] shall not apply\] \[*Drafting note: This saver should be included where the Lease includes a landlord covenant to obtain/ maintain the Original Rating or where the Services include the maintenance of the Original Rating*\].

**3. Tenant’s compliance covenants**

**3.1 Compliance with Certification Requirements**

(a) The Tenant acknowledges the Original Rating and the Landlord’s intention to preserve the \[Original Rating/ Certification\].

(b) The Tenant shall at all times comply with the Certification Requirements \[insofar as the Demised Premises contributes to same\] and shall, on request, furnish to the Landlord \[reasonable\] evidence of the Tenant’s compliance. \[*Drafting note: Landlord’s solicitors may sometimes seek to include an indemnity from the Tenant against loss arising from breach of the Certification Requirements. Tenants’ solicitors may seek to delete such an indemnity. Failing that, consider diluting any indemnity by adding provisos, such as:* ***'Provided always*** *that the Landlord has notified the Tenant of the Certification Requirements and* ***provided always*** *that compliance by the Tenant with the Certification Requirements is within the control of the Tenant'.*\]

(c) \[The Tenant shall not carry out any alterations to the Demised Premises which will \[or are likely to\] \[materially\] adversely affect the Original Rating/ Certification.\] \[*Drafting note: This subclause 3.1(c) may be included where there are no separate restrictions on alterations which may impact upon the Certification.*\]

(d) The Tenant shall not do or omit to do anything, and shall not permit anything to be done or omitted by any under-tenant or occupier, which would adversely affect the \[Original Rating/ Certification\] or result in the \[Demised Premises/ \[and/or the\] Building\] failing to \[continue to\] satisfy the criteria according to which the \[Original Rating/ Certification\] was granted or the criteria according to which the \[Original Rating/ Certification\] shall be maintained or renewed. \[*Drafting note: To maintain the value of their investment, landlords of certified buildings will likely want to renew certification. As future requirements for renewal may be more onerous than those required when the Lease is granted, this may result in increased costs for both Landlord and Tenant. Covenants requiring compliance with future standards are a matter for negotiation and the approach adopted may vary depending on whether the property is multi-tenanted or let to a single occupier. If acting for the Tenant, you may wish to limit renewal to the current level of certification as at the grant of the Lease (e.g. LEED Gold, but not Platinum) or require the Tenant’s prior consent to any application for certification to a higher level, to give the Tenant some control over increased costs arising from any upgrade in the level of certification.*\]

(e) The Tenant shall co-operate with the Landlord so far as is \[reasonably\] necessary (but not at material cost to the Tenant) to enable the Landlord to obtain a subsequent, further or improved Certification for the \[Demised Premises/ \[and/or the\] Building\] by:

(i) providing the Landlord with copies of any plans, information or Environmental Performance Data held by the Tenant that would assist in obtaining the Certification; and

(ii) allowing any assessor such access to the Demised Premises as is \[reasonably\] necessary for inspection purposes in order to obtain the Certification.

(f) \[For the avoidance of doubt the Tenant is not required to pursue or achieve certification in respect of the Demised Premises. The Tenant is required to comply with the Certification Requirements in order to facilitate the Landlord maintaining or renewing the \[Original Rating/ Certification\] in respect of the Building.\] \[*Drafting note: If the certification relates to the Building (shell and core), but not the Demised Premises, insert if acting for the Tenant.*\]

\[**Provided always** that the Tenant’s obligations in this clause \[3.1\] are subject to the Landlord acquiring the Certification and providing evidence of same to the Tenant.\] \[*Drafting note: Insert when acting for the Tenant if the Certification has not yet been issued.*\]

**3.2 Compliance with BER**

(a) The Tenant shall at all times comply with any requirements necessary to retain and maintain the BER for the Demised Premises (and for the Building insofar as the Demised Premises contributes to such rating for the Building) and shall, on request, provide the Landlord with evidence that the Tenant has complied with those requirements.

(b) \[The Tenant shall not carry out any alterations to the Demised Premises which will \[or are likely to\] adversely affect the BER\]. \[*Drafting note: This subclause may be included where there are no separate restrictions on alterations which may impact on the BER.*\]

(c) The Tenant shall not do anything or omit to do anything or permit anything to be done or omitted by any under-tenant or occupier that would adversely affect the BER.

(d) The Tenant shall co-operate with the Landlord so far as is \[reasonably\] necessary (but not at material cost to the Tenant) to enable the Landlord to obtain a subsequent, further or improved BER Certificate for the \[Demised Premises/ \[and/or the\] Building\] by:

(i) providing the Landlord with copies of any plans, information or Environmental Performance Data held by the Tenant that would assist in obtaining a BER Certificate; and

(ii) allowing any assessor appointed by the Landlord such access to the Demised Premises as is \[reasonably\] necessary for inspection purposes in order to prepare a BER Certificate.

**3.3 Compliance with Sustainability Guidelines**

\[*Drafting note: This clause \[3.3\] requires the Tenant to comply with the GRESB sustainability guidelines, with scope for the Landlord to vary the regulations and requirements.*\]

The Tenant shall comply with (and shall procure compliance by any under-tenant or occupier with) such of the \[GRESB\] \[*Drafting note: This clause refers to GRESB guidelines, but can be amended to refer to other environmental guidelines, principles or systems*\] sustainability guidelines as are recommended by the Landlord and applicable in respect of the \[Demised Premises/ \[and/or the\] Building\] and with any \[reasonable\] variation in the regulations and requirements regarding the sustainability of the \[Demised Premises/ \[and/or the\] Building\] as may be notified to the Tenant from time to time by the Landlord or its agents in the interest of the \[Environmental, Social and Governance (ESG) performance and good management of the Demised Premises/ \[and/or the\] Building/ the Efficiency Objective\].
