Lease

 

CONTENTS

CLAUSE						Page
1.		Interpretation				4
2.		Grant				7
3.		Ancillary rights				7
4.		Rights excepted and reserved				7
5.		Third Party Rights				8
6.		The Annual Rent.				8
7.		Review of the Annual Rent.				9
8.		Service Charge				11
9.		Insurance				11
10.		Rates and taxes				14
11.		Utilities				14
12.		Common parts				14
13.		VAT				15
14.		Default interest and interest				15
15.		Costs				15
16.		Compensation on vacating				16
17.		No deduction, counterclaim or set-off				16
18.		Registration of this lease				16
19.		Assignments				16
20.		Underlettings				17
21.		Sharing occupation				18
22.		Charging				18
23.		Prohibition of other dealings				18
24.		Registration and notification of dealings and occupation				18
25.		Closure of the registered title of this lease				19
26.		Repairs				19
27.		Decoration				20

 

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28.		Alterations		20
29.		Signs		20
30.		Returning the Property to the Landlord		20
31.		Use		21
32.		Management of the Estate		21
33.		Compliance with laws		21
34.		Encroachments, obstructions and acquisition of rights		22
35.		Remedy breaches		23
36.		Indemnity		23
37.		Landlord’s covenant for quiet enjoyment		23
38.		Guarantee and indemnity		23
39.		Condition for re-entry		23
40.		Liability		24
41.		Entire agreement and exclusion of representations		25
42.		Notices, consents and approvals		25
43.		Governing law and jurisdiction		26
44.		Landlord and Tenant (Covenants) Act 1995		26
45.		Contracts and Warranties		26
46.		LIABILITY UNDER SIPPS		26
SCHEDULES
SCHEDULE 1  GUARANTEE AND INDEMNITY				27
1.		Guarantee and indemnity		27
2.		Guarantor’s liability		27
3.		Variations and supplemental documents		28
4.		Guarantor to take a new lease or make payment.		28
5.		Rent at the date of forfeiture or disclaimer		29
6.		Payments in gross and restrictions on the Guarantor.		29
7.		Other securities		30
SCHEDULE 2  PARTICULARS OF SIPPS				31

 

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This Counterpart lease is dated the 21st day of September 2005

BETWEEN:

PARTIES

1. Landlord:                               RAYMOND LOW of Huthwaite Bank Farm Old Mill Lane Thurgoland Sheffield S35 7ET A J BELL (PP) TRUSTEES LIMITED (company number 3257389) whose registered office is at Trafford House Chester Road Manchester M32 ORS MARTIN PETER MILNER and CAROLYN JOY MACMILLAN both of Tara IB Brincliffe Edge Close Sheffield S11 9DG

2. Tenant:                                          TRANSACTION NETWORK SERVICES (UK) LIMITED (company number 02952557) of Sheffield Business Park Europa Link Sheffield S9 IXU

AGREED TERMS

1.                                        INTERPRETATION

1.1                                  The definitions and rules of interpretation set out in this clause apply to this lease.

Access Road means the roadway shown coloured brown Plan 1

Annual Rent : rent at an initial rate of £105,400.00 per annum and then as revised pursuant to this Lease and any interim rent determined under the Landlord and Tenant Act 1954

Common Parts : the roads, paths, loading and bin areas, Service Media and other parts of the Estate other than the Property and the Lettable Units.

Contractual Term : a term of years beginning on, and including the date of this lease and ending on, and including the 20th day of September 2017

Deed of Covenant : a deed of covenant dated the 21st day of September 2005 and made between Axis 1 Limited (1) Landlord (2)

Default Interest Rate : three percentage points above the Interest Rate.

Estate : Sheffield 35A Business Park Churchill Way Sheffield which is for identification shown edged in blue on the Plan

Insurance Rent : the aggregate in each year of the:

(a)           gross cost of the premium for the insurance of:

(i)                                      the Property, other than any plate glass, for its full reinstatement cost (taking inflation of building costs into account) against loss or damage by or in consequence of the Insured Risks, including costs of demolition, site clearance, site protection and shoring-up, professionals’ and statutory fees and incidental expenses, the cost of any work which may be required under any law and V A T in respect of all those costs, fees and expenses, and

(ii)           loss of Annual Rent from the Property for two years,

(b)           any insurance premium tax payable on the above.

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Insured Risks : means fire, explosion, lightning, earthquake, storm, flood, bursting and overflowing of water tanks, apparatus or pipes, impact by aircraft and articles dropped from them, impact by vehicles, riot, civil commotion, and any other risks against which the Landlord decides to insure against from time to time.

Interest Rate : interest at the base lending rate from time to time of National Westminster Bank PLC, or if that base lending rate stops being used or published then at a comparable commercial rate reasonably determined by the Landlord .

Lettable Unit : a building and its curtilege on the Estate, other than the Property, that is capable of being let and occupied on terms similar to those of this lease.

Landlords Works : the works to the Property to be carried out by and at the cost of the Landlord pursuant to clause 47

Permitted Use : Offices within Use Class B1 of the Town and Country Planning (Use Classes) Order 1987

Plan the plan attached to this lease

Property : units 6A and 6B Sheffield 35A Business Park Churchill Way Property comprised in the Transfer shown edged in red on Plan 1

Rent Commencement Date : 21st day of June 2006

Rent Payment Dates : 21st day of June 2006 and the same day of each month thereafter throughout the term

Review Date : 21st day of September 2011

Service Charge : the Service Costs charged to the Landlord in accordance with the provisions of the Transfer.

Services : the services supplied by Axis 1 Limited or its successors in title relating to the Estate in accordance with the terms of the Deed of Covenant

SIPPS : the self invested pension schemes of which the Landlords are the respective trustees the particulars of which are set out in the Second Schedule

Third Party Rights : all rights, covenants and restrictions affecting the Estate including the matters referred to at the date of this lease in the Transfer

Transfer means a Transfer bearing even date herewith and made between Axis 1 Limited (1) the Landlord (2) being a transfer of the freehold interest of the Property

VAT : value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax.

1.2                                  A reference to this lease , except a reference to the date of this lease or to the grant of this lease, is a reference to this deed and any deed, licence, consent, approval or other instrument supplemental to it.

1.3                                  A reference to the Landlord includes a reference to the person entitled to the immediate reversion to this lease. A reference to the Tenant includes a reference to its successors in title and assigns. A reference to any guarantor of the tenant covenants of this lease including a guarantor who has entered into an authorised guarantee agreement.

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1.4                                  In relation to any payment, a reference to a fair proportion is to a fair proportion of the total amount payable, determined conclusively (except as to questions of law) by the Landlord.

1.5                                  The expressions landlord covenant and tenant covenant each has the meaning given to it by the Landlord and Tenant (Covenants) Act 1995.

1.6                                  Unless the context otherwise requires, references to the Common Parts , the Estate , a Lettable Unit and the Property are to the whole and any part of them or it.

1.7                                  The expression neighbouring property does not include the Estate.

1.8                                  A reference to the term is to the Contractual Term and any agreed or statutory continuation of this lease

1.9           A reference to the end of the term is to the end of the term however it ends.

1.10                            References to the perpetuity period are to the period of 80 years from the commencement of the term and that period is the perpetuity period for the purposes of section 1 of the Perpetuities and Accumulations Act 1964.

1.11                            References to the consent of the Landlord are to the consent of the Landlord given in accordance with clause 42.4 and references to the approval of the Landlord are to the approval of the Landlord given in accordance with clause42.5 .

1.12                            A working day is any day which is not a Saturday, a Sunday, a bank holiday or a public holiday in England.

1.13                            Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment· and includes any subordinate laws for the time being in force made under it and all orders, notices; codes of practice and guidance made under it.

1.14                            A reference to laws in general is to all local, national and directly applicable supra-national laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them.

1.15                        Any obligation in this lease on the Tenant not to do something includes an obligation not to agree to or suffer that thing to be done.

1.16                        Unless the context otherwise requires, where the words include(s) or including are used in this lease, they are deemed to have the words ‘without limitation’ following them.

1.17                        A person includes a corporate or unincorporated body.

1.18                        References to writing or written do not include email.

1.19                        Except where a contrary intention appears, a reference to a clause or Schedule, is a reference to a clause of, or Schedule to, this lease and a reference in a Schedule to a paragraph is to a paragraph of that Schedule.

1.20                        Clause, Schedule and paragraph headings do not affect the interpretation of this lease.

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2.             GRANT

2.1                                  The Landlord lets with limited title guarantee the Property to the Tenant for the Contractual Term.

2.2                                  The grant is made together with the ancillary rights set out in clause 3 excepting and reserving to the Landlord the rights set out in clause 4 and subject to the Third Party Rights.

2.3           The grant is made with the Tenant paying the following as rent to the Landlord:

(a)           the Annual Rent and all VAT in respect of it,

(b)           the Service Charge and all V AT in respect of it,

(c)           the Insurance Rent, and

(d)           all interest payable under this lease, and

(e)           all other sums due under this lease.

3.             ANCILLARY RIGHTS

3.1                                  The Landlord grants the Tenant the rights granted to the Landlord relating to the Property contained in the Transfer (the Rights )

3.2                                  The Rights are granted in common with the Landlord and any other person authorised by the Landlord.

3.3                                  The Rights are granted subject to the Third Party Rights insofar as the Third Party Rights affect the Common Parts and the Tenant shall. not knowingly do anything that may interfere with any Third Party Right.

3.4                                  The Tenant shall exercise the Rights only in connection with its use of the Property for the Permitted Use.

3.5                                  The Tenant shall comply with all laws relating to its use of the Common Parts pursuant to the Rights.

3.6                                  Except as mentioned in this clause 3, neither the grant of this lease nor anything in it confers any right over the Common Parts or any Lettable Unit or any neighbouring property nor is to be taken to show that the Tenant may have any right over the Common Parts or any Lettable Unit or any neighbouring property, and section 62 of the Law of Property Act 1925 does not apply to this lease.

4.             RIGHTS EXCEPTED AND RESERVED

4.1                                  The following rights are excepted and reserved from this lease to the Landlord (the Reservations):

(a)           the rights excepted and reserved in the Transfer

(b)           the right to enter the Property to :-

(i)                                      to repair, maintain, install, construct, re-route or replace any Service Media or structure relevant to any of the other Reservations, or

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(ii)           in connection with its obligations to provide any of the Services, or

(iii)          for any other purpose mentioned in this lease, or

(iv)                               for any other purpose connected with this lease or with the Landlord’s interest in the Property, the Estate or any neighbouring property.

4.2                              The Reservations may be exercised by the Landlord and by anyone else who is or becomes entitled to exercise them and by anyone authorised by the Landlord.

4.3                              The Reservations may be exercised notwithstanding that any works carried out in connection with the exercise of those rights result in a reduction in the flow of light or air to the Property or the Common Parts or loss of amenity for the Property or the Common Parts but not so that the ability of the Tenant or other authorised occupier of the Property to use the Property for the Permitted Use is materially adversely affected

4.4                              The Tenant shall allow all those entitled to exercise any right to enter the Property, to do so with their workers, contractors, agents and professional advisors, and to enter the Property at any reasonable time and whenever possible outside usual business hours) and, except in the case of an emergency, after having given reasonable notice (which need not be in writing) to the Tenant.

4.5                              No one exercising any of the Reservations, nor its workers, contractors, agents and professional advisors, will be liable to the Tenant or to any undertenant or other occupier of or person at the Property for any loss, damage, injury, nuisance or inconvenience arising by reason of its exercising any of the Reservations except for:

(a)                                   physical damage to the Property, (which the Landlord will forthwith make good to the reasonable satisfaction of the Tenant) or

(b)                                  any loss, damage, injury, nuisance or inconvenience in relation to which the law prevents the Landlord excluding liability.

5.                                    THIRD PARTY RIGHTS

5.1                              The Tenant shall comply with all obligations on the Landlord relating to the Third Party Rights insofar as those obligations relate to the Property and shall not knowingly do anything (even if otherwise permitted by this lease) that may interfere with any Third Party Right.

5.2                              The Tenant shall allow the Landlord and any other person authorised by the terms of the Third Party Right to enter the Property in accordance with its terms.

6.                                    THE ANNUAL RENT

6.1                              The Tenant shall pay the Annual Rent and any VAT in respect of it by four equal instalments in advance on or before the Rent Payment Dates. The payments must be made by any method (other than bankers standing order in respect of Transaction Network Services (UK) Limited that the Landlord requires at any time by giving notice to the Tenant.

6.2                              The first instalment of the Annual Rent and any VAT in respect of it shall be made on the Rent Commencement Date for the period from and including the Rent Commencement Date up to and including the day before the next Rent Payment Date

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7.             REVIEW OF THE ANNUAL RENT

7.1                                  In this clause the President is the President for the time being of the Royal Institution of Chartered Surveyors or a person acting on his behalf, and the Surveyor is the independent valuer appointed pursuant to clause 7.8.

7.2                                  The amount of Annual Rent will be reviewed on each Review Date to the greater of:

(a)                                   the Annual Rent payable immediately before the relevant Review Date (or which would then be payable but for any abatement or suspension of the Annual Rent or restriction on the right to collect it), and

(b)           the open market rent agreed or determined pursuant to this clause.

7.3                                  The open market rent may be agreed between the Landlord and the Tenant at any time before it is determined by the Surveyor.

7.4                                  If the open market rent is determined by the Surveyor, it will be the amount that the Surveyor determines is the annual rent (exclusive of any V AT) at which the Property could reasonably be expected to be let:

(a)           in the open market,

(b)           at the relevant Review Date,

(c)           on the assumptions listed in clause 7.5, and

(d)           disregarding the matters listed in clause 7.6.

7.5           The assumptions are:

(a)           the Property is available to let in the open market:

(i)            by a willing lessor to a willing lessee (which may be the Tenant),

(ii)           as a whole,

(iii)          with vacant possession,

(iv)          without a fine or a premium,

(v)                                  for a term equal to the unexpired residue of the Contractual Term at the relevant Review Date or a term of 9 years commencing on the relevant Review Date, if longer, and

(vi)                               otherwise on the terms of this lease other than as to the amount of the Annual Rent but including the provisions for review of the Annual Rent

(b)                                  the willing lessee has had the benefit of any rent-free or other concession or contribution which would be offered in the open market at the relevant Review Date to reflect the need to fit out the Property;

(c)                                   the Property may lawfully be used, and is in a physical state to enable it to be lawfully used, by the willing lessee (or any potential undertenant or assignee of the willing lessee) for any purpose permitted by this lease;

(d)                                  the Landlord and the Tenant have fully complied with their obligations in this lease;

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(e)                                   if the Property, or any means of access to it or any Service Media serving the Property, has been destroyed or damaged, it has been fully restored;

(f)                                     no work has been carried out on the Property by the Tenant or its sub-tenants (other than pursuant to a statutory obligation or an obligation under this Lease or on the Estate which has diminished the rental value of the Property;

(g)                                  any fixtures, fittings, machinery or equipment; supplied to the Property by the Landlord that have been removed by or at the request of the Tenant, or any undertenant or their respective predecessors in title (otherwise than to comply with any law) remain at the Property;

(h)                                  the Tenant has fully complied with its obligations in this Lease save where there is wilful or persistent breach by the Landlord

(i)                                      the willing lessee and its potential assignees and undertenants will not be disadvantaged by any actual or potential election to waive exemption from V A T in relation to the Property.

7.6           The matters to be disregarded are:

(a)                                   any effect on rent of the fact that the Tenant or any authorised undertenant has been in occupation of the Property;

(b)                                  any goodwill attached to the Property by reason of any business carried out there by the Tenant or by any authorised undertenant or by any of their predecessors in business;

(c)                                   any effect on rent attributable to any physical improvement to the Property carried out before or after the date of this lease, by or at the expense of the Tenant or any authorised undertenant with all necessary consents, approvals and authorisations and not pursuant to an obligation to the Landlord (other than an obligation to comply with any law and for the purposes of this sub-clause any obligation in any licence for the carrying out of permitted works will not be an obligation to the Landlord

(d)                                  any effect on rent of any obligation on the Tenant to fit out the Property or to reinstate the Property to the condition or design it was in before any alterations or improvements were carried out; and

(e)           any statutory restriction on rents or the right to recover them.

7.7                                  If the revised Annual Rent is agreed between the Landlord and the Tenant, it may be a stepped rent.

7.8                                  The Landlord and the Tenant may appoint an independent valuer at any time before either of them applies to the President for an independent valuer to be appointed. The Landlord or the Tenant may apply to the President for an independent valuer to be appointed at any time after the date which is three months before the relevant Review Date. The independent valuer must be an associate or fellow of the Royal Institution of Chartered Surveyors.

7.9           The Surveyor shall act as an expert and not as an arbitrator.

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7.10                            The Surveyor shall give the Landlord and the Tenant an opportunity to make written representations to the Surveyor and to make written counter-representations commenting on the representations of the other party to the Surveyor.

7.11                            If the Surveyor dies, delays or becomes unwilling or incapable of acting, then either the Landlord or the Tenant may apply to the President to discharge the Surveyor and clause 7.8 will then apply in relation to the appointment of a replacement.

7.12                            The fees and expenses of the Surveyor and the cost of the Surveyor’s appointment and any counsel’s fees incurred by the Surveyor will be payable by the Landlord and the Tenant in the proportions that the Surveyor directs (or if the Surveyor makes no direction, then equally). If the Tenant does not pay its part of the Surveyor’s fees and expenses within twenty one days after demand by the Surveyor, the Landlord may pay that part and the amount it pays will be a debt of the Tenant due and payable on demand to the Landlord. The Landlord and the Tenant shall otherwise each bear their own costs in connection with the rent review.

7.13                            If the revised Annual Rent has not been agreed by the Landlord and the Tenant or determined by the Surveyor on or before the relevant Review Date, the Annual Rent payable from that Review Date will continue at the rate payable immediately before that Review Date. No later than fourteen days after the revised Annual Rent is agreed or the Surveyor’s determination is notified to the Landlord and the Tenant, the Tenant will pay:

(a)                                   the shortfall (if any) between the amount that it has paid for the period from the Review Date until the Rent Payment Date following the date of agreement or notification of the revised Annual Rent and the amount that would have been payable had the revised Annual Rent been agreed or determined on or before that Review Date; and

(b)                                  interest at the Interest Rate on that shortfall calculated on a daily basis by reference to the Rent Payment Dates on which parts of the shortfall would have been payable if the revised Annual Rent had been agreed or determined on or before that Review Date and the date payment is received by the Landlord.

7.14         Time will not be of the essence for the purposes of this clause.

7.15                            As soon as practicable after the amount of the revised Annual Rent has been agreed or determined, a memorandum recording the amount shall be signed by or on behalf of the Landlord and the Tenant and endorsed on or attached to this lease and its counterpart. The Landlord and the Tenant will each bear their own costs in connection with the memorandum.

8.             SERVICE CHARGE

The Tenant will pay to the Landlord within fourteen days of demand the Service Charge payable by the Landlord in accordance with the terms of the Deed of Covenant and will indemnify the Landlord against all liability in respect thereof during the term

9.             INSURANCE

9.1                                  The Landlord shall keep the Property insured against loss or damage by the Insured Risks for the sum which the Landlord acting reasonably considers to be its full reinstatement costs (taking inflation of building costs into account and the appropriate additions for site clearance, professional fees and other incidental expenses and V AT and three years loss of Annual Rent taking account for any review of the Annual Rent which may be due). The Landlord will not be liable to insure any part of the Property installed by the Tenant.

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9.2           The Landlord’s obligation to insure is subject to:

(a)                                   any exclusions, limitations, excesses and conditions that may be imposed by the insurers,

(b)                                  insurance being available in the London insurance market on reasonable terms acceptable to the Landlord, acting reasonably and

(c)                                   without prejudice to the generality of paragraph (b), and in relation to Insured Risks resulting from an act of terrorism, the Landlord having (from time to time) extended its insurance cover to damage resulting from any such act.

9.3           The Tenant shall pay to the Landlord within fourteen days of demand:

(a)           the Insurance Rent,

(b)                                  any amount that is deducted or disallowed by the insurers pursuant to any excess provision in the insurance policy, and

(c)                                   the reasonable and proper costs that the Landlord incurs in obtaining a valuation of the Property for insurance purposes provided that the Tenant shall not pay any such costs more than once in any twelve month period unless damage by an Insured Risk occurs requiring revaluation

9.4           The Tenant shall:

(a)                                   give the Landlord notice as soon as reasonably practicable as soon as it has become known to the Tenant any matter occurs that any reasonable insurer or underwriter may treat as material in deciding whether or on what terms to insure or to continue to insure the Property,

(b)                                  not knowingly to do or omit anything as a result of which any policy of insurance of the Estate or any neighbouring property may become void or voidable or otherwise prejudiced, or the payment of any policy money may be withheld, nor (unless the Tenant has previously notified the Landlord and has paid any increased or additional premium) anything as a result of which any increased or additional insurance premium may become payable,

(c)                                   comply at all times with the proper requirements and recommendations of the insurers relating to the Property and the use by the Tenant of the Common Parts,

(d)                                  give the Landlord as soon as reasonably practicable after it has become known to the Tenant immediate notice of the occurrence of any damage or loss relating to the Property arising from an Insured Risk or of any other event that might in the Tenant’s opinion (acting reasonably) affect any insurance policy relating to the Property,

(e)                                   not effect any insurance of the Property (except any plate glass at the Property), but if it becomes entitled to the benefit of any insurance proceeds in respect of the Property (other than in respect of plate glass) pay those proceeds or cause them to be paid to the Landlord, and

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(f)                                     pay the Landlord an amount equal to any insurance money that the insurers of the Estate refuse to pay (in relation to the Estate) by reason of any act or omission of the Tenant or any undertenant, their workers, contractors or agents or any person at the Property or the Common Parts with the actual or implied authority of any of them.

9.5           The Landlord shall:

(a)                                   produce to the Tenant on demand a copy of the policy or policies and evidence from the insurers that the last premiums have been paid and that the insurances remain in full force and effect;

(b)                                  use all reasonable endeavours to procure that the insurers waive their right of subrogation against the Tenant or any other lawful occupier of the Premises;

(c)                                   procure that a note of the Tenant’s interest is put on the insurance policy and that the insurance policy contains non-invalidation clauses;

(d)                                  notify the Tenant as soon as reasonably practicable of any change or proposed change in the Insured Risks or in the terms and conditions of the insurance;

(e)                                   procure that the premium rate of the insurance remains reasonably competitive during the term

9.6.                               The Landlord shall use reasonable endeavours to obtain any necessary planning or other consents and as soon as they are obtained use all insurance money received (other than for loss of rent) in connection with any damage to the Property to repair the damage for which the money has been received or (as the case may be) in rebuilding the Property. During the course of such rebuilding the Landlord shall keep the Tenant informed of its progress and such building and reinstatement shall be carried out in a good workmanlike manner using suitable good quality materials of their several kinds and in accordance with all necessary consents and the Landlord shall obtain all collateral warranties as are reasonably obtainable in connection with such rebuilding or reinstatement. The Landlord shall not be obliged to:-

(a)                                   provide accommodation or facilities identical in layout or design so long as accommodation reasonably equivalent to that previously at the property is provided, or

(b)                                  repair or rebuild if the Tenant has failed to pay any of the Insurance Rent to the extent that this affects the Landlords ability to recover under the insurance policy and provided all arrears and interest on it are made good to the Landlord before any reinstatement or rebuilding is commenced, or

(c)                                   repair or rebuild the Property after a notice has been served pursuant to clauses 9.8 and 9.9

9.7                                  If the Property or any part of it is damaged or destroyed by an Insured Risk so as to be unfit for occupation and use or if the Common parts are damaged or destroyed by a risk which the Landlord is obliged to insure so as to make the Property or any part of it inaccessible or unusable then, unless the policy of insurance in relation to the Property or the Common Parts has been vitiated in whole or in part in consequence of any act or omission of the Tenant, any undertenant or their respective workers, contractors or agents or any other person on the Property or the Common Parts with the actual or implied authority of any of them, payment of the Annual Rent, or a fair and reasonable proportion of it according to the nature and extent of the damage, will be suspended until the Property has been reinstated and made fit for

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occupation and use or the Common Parts have been reinstated so as to make the Property reasonably accessible or useable with the provisions of this Lease (as the case may be), or until the end of three years from the date of damage or destruction, if sooner. If, following material damage to or destruction of the Property, the Landlord reasonably considers that it is impossible or impractical to reinstate the Property, the Landlord may terminate this lease by giving notice to the Tenant. On giving notice this lease will determine but this will be without prejudice to any right or remedy of either party in respect of any breach of the covenants of this lease. Any proceeds of the insurance will belong to the Landlord.

9.9                                  Provided that the Tenant has substantially complied with its material obligations in this clause, the Tenant may terminate this lease by giving notice to the Landlord if, following damage or destruction of the Property by an Insured Risk, the Property has not been reinstated so as to be fit for occupation and use or the Common Parts have not been reinstated so as to make the Property accessible or useable within three years after the date of damage or destruction. On giving this notice this lease will determine but this will be without prejudice to any right or remedy of either party in respect of any breach of the tenant covenants of this lease. Any proceeds of the insurance will belong to the Landlord.

10.           RATES AND TAXES

10.1                            The Tenant shall pay all present and future rates, taxes and other impositions payable in respect of the Property, its use and any works carried out there, other than:

(a)                                   any taxes payable by the Landlord in connection with any dealing with or disposition of the reversion to this lease, or

(b)                                  any taxes, other than V AT and insurance premium tax, payable by the Landlord by reason of the receipt of any of the rents due under this lease.

10.2                            The Tenant shall not make any proposal to alter the rateable value of the Property or that value as it appears on any draft rating list, without the approval of the Landlord.

10.3                            If, after the end of the term, the Landlord loses rating relief (or any similar relief or exemption) because it has been allowed to the Tenant, then the Tenant shall pay the Landlord an amount equal to the relief or exemption that the Landlord has lost.

11.           UTILITIES

11.1                            The Tenant shall pay all costs in connection with the supply and removal of electricity, gas, water, sewerage, telecommunications, data and other services and utilities to or from the Property.

11.2                            The Tenant shall comply with all laws and with any proper requirements and recommendations of the relevant suppliers relating to the use of those services and utilities.

12.           SUBJECTIONS

12.1                            The Tenant shall observe and perform the covenants contained in the registers of title number SYK434970 insofar as they relate to and effect the Property

12.2                            The Tenant shall comply with the Landlord’s obligations contained in the Transfer and Deed of Covenant insofar as they are not obligations of the Landlord in this Lease and all reasonable regulations the Landlord may make from time to time in connection with the use of any of those Service Media, structures or other items.

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13.           VAT

13.1                            All sums payable by the Tenant are exclusive of any V AT that may be chargeable. The Tenant shall pay VAT in respect of all taxable supplies made to it in connection with