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EXHIBIT 10.03
DATED 9 APRIL 1998
XXXX XXXXXX BANK LIMITED
(AS TRUSTEE FOR XXXX XXXXXX PROPERTY UNIT TRUST)
-TO-
SYMANTEC (UK) LIMITED
- AND -
SYMANTEC CORPORATION
LEASE
-OF-
LAND AND PREMISES KNOWN AS
ST. CLOUD GATE COOKHAM ROAD MAIDENHEAD
TERM COMMENCES [25 MARCH 1998]
TERM 20 YEARS
TERM EXPIRES [24 MARCH 2018]
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H.M. LAND REGISTRY
LAND REGISTRATION ACT 1925-1986
COUNTY/DISTRICT Berkshire
TITLE NOS BK284696 and BK264027
PROPERTY St. Cloud Gate Cookham Road
Maidenhead
THIS LEASE is made the 9th day of April One thousand nine hundred and
ninety-eight BETWEEN: XXXX XXXXXX BANK LIMITED whose registered office is at 00
Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (hereinafter called "the Lessors") of the first
part SYMANTEC (UK) LIMITED whose registered office is at Xx. Xxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxxx XX0 0XX (hereinafter called "the Lessees") of the second
part and SYMANTEC CORPORATION whose principal place of business is 00000 Xxxxx
Xxxxxx Xxxxxxxxx Xxxxxxxxxx XXX (hereinafter called "the Surety") of the third
part
DEFINITIONS
WHEREAS in this Lease unless there is something in the context inconsistent
therewith the following expressions shall have the following meanings:
"the Lessors" shall mean the Lessors or other the reversioner for
the time being immediately expectant on the term
hereby created and if at any time during this demise
there shall be any Superior Lessors shall (where the
context so admits) include additional references to
such Superior Lessors
"the Lessees" shall mean the Lessees and the successors in title and
permitted assigns of the Lessees
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"Plan No. 1" means Plan No. 1 annexed hereto.
"Plan No. 2" means Plan No. 2 annexed hereto.
"the demised premiums" shall mean all that land and premises shown for
the purposes of identification only edged red on
Plan No. 1 known as St. Cloud Gate Cookham Road
Maidenhead including:
(i) all sewers, drains, pipes, wires, cables
conduits and other conducting media
exclusively serving such premises
(ii) all Landlord's fixtures, fittings, plant and
equipment in or about such premises
(iii) all additions, extensions, amendments and
improvements to such premises and shall
include all boundary structures of whatever
type save for any on those boundaries shown
coloured blue and purple on Plan No. 2
"the Wilderness Clinic" shall mean all that land and premises shown edged
green on Plan No. 1 including all buildings,
structures, car parking spaces, landscaped areas,
roadways, footpaths, fences, gates, plant
equipment and other appurtenances, amenities and
facilities thereon.
"the Service Installations" shall mean all drains, sewers, gutters, pipes,
wires
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cables, ducts and other conducting media and other
pumps plant equipment and installations for the
drainage of and supply of water electricity
lighting and other services to and from the
demised premises and the Wilderness Clinic which
shall be in on or running through under or serving
the demised premises or the Wilderness Clinic and
do not exclusively serve the demised premises or
the Wilderness Clinic
"the Transfer Deeds" shall mean the three deeds of transfer dated 18th
January 1990 relating to the land forming part of
the Wilderness Clinic referred to in entry numbers
5 6 and 7 of the Property Register of the said
title number BK264027 and entry numbers 4 5 and 6
of the said title number BK284696
"the Council Deed" shall mean the deed dated 3rd August 1993 made
between the Royal Borough of Windsor and
Maidenhead(1) and Crest Estates Limited(2)
"the Supplemental Deeds" shall mean the three deeds dated 3rd August 1993
made between Crest Estates Limited of the one part
and respectively Xxxxx Xxxxxxx Xxxxxxx and others
Xxxxxxxxx Xxxxxxxx Xxxxxxx-Xxxxxxxx and others and
Xxxxxxx Xxxx Xxxxxxxx Xxxxxx and another of the
other part
"Value Added Tax" shall mean Value Added Tax or any similar or
substitute tax or charge
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(Overview of Plan No. 1)
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(Overview of Plan No. 2)
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NOW THIS DEED WITNESSETH as follows:-
Premises
1. IN consideration of the rents hereinafter reserved and the covenants by
the Lessees and the Surety hereinafter contained the Lessors at the
request of the Surety hereby demise unto the Lessees ALL THAT the demised
premises TOGETHER WITH (in common with the Lessors and all others
entitled to the like rights and benefits):
1.1 the benefit of the rights reserved to and the covenants in favour of
Crest Estates Limited by virtue of the Transfer Deeds (as varied by the
Supplemental Deeds)
1.2 the benefit of the rights reserved to and granted to and the covenants in
favour of Crest Estates Limited by virtue of the Supplemental Deeds
1.3 the benefit of the rights granted to and the covenants in favour of Crest
Estates Limited by virtue of the Council Deed
TO HOLD the same unto the Lessees for the term of 20 years from the 25 day of
March 1998 (subject to determination as hereinafter provided) SUBJECT TO:
1.3.1 the exceptions reservations agreements declarations covenants rights and
other matters (other than charges to secure money) contained or referred
to in the Property and Charges Registers of Title Numbers BK284696 and
BK264027
1.3.2 the rights granted to the transferees in the Transfer Deeds (as varied
by the Supplemental Deeds)
1.3.3 the rights granted to the transferees and the covenants contained in the
Supplemental Deeds
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1.3.4 the provisions of clauses 4 and 5 of the Council Deed
YIELDING AND PAYING therefore (exclusive of any Value Added Tax) during the
said term the yearly rents set out in and to be assessed in accordance with the
provisions of the First Schedule hereto such rents to be paid by equal
quarterly payments in advance on the usual quarter days in every year clear of
all deductions the first of such payments to be made on the (16-1/2 months rent
free) and to be a due proportion for the period from the 10 day of August 1999
to the quarter day next ensuing thereafter AND ALSO YIELDING AND PAYING
(exclusive of aforesaid) on demand by way of further rent with effect from the
25 day of March 1998.
1.3.4.1 sums equal to such reasonable amounts as the Lessors may from time to
time pay by way of premiums for keeping the insurances relating to the
demised premises in force in accordance with their covenant in that
behalf hereinafter contained (including the whole amount of any
increased premium or expense of renewal attributable to the demised
premises by reason of any act or omission of the Lessees their
underlessees or their respective servants agents licensees or invitees)
Lessees' covenants on rent outgoings and insurance
2. THE Lessees HEREBY COVENANT with the Lessors as follows:
2.1 To pay rent
To pay the said yearly rents on the days and in manner hereinbefore
provided
2.2 To pay rates
To pay and discharge all rates taxes duties charges assessments
outgoings and
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impositions whatsoever (whether parliamentary local parochial or
otherwise and whether or not of a capital or non-recurring nature but
excluding any taxes (other than Value Added Tax) or other sums due or
arising by reason of the payments to be made by the Lessees to the
Lessors under the provisions of this Lease or by reason of any dealing
with the reversion hereto) which now are or may at any time hereafter be
assessed charged or imposed upon the demised premises or on the owner or
occupier in respect thereof and without prejudice to the generality of
the foregoing to pay any empty rate rating surcharge or other similar
imposition which may from time to time be imposed upon or payable in
respect of the demised premises and also to pay and discharge all
business or other rates in respect of the demised premises during the
last 3 months of the said term howsoever determined and not to claim
void rating or other similar relief in respect of empty or unoccupied
property during the said period of three months
2.3 Vitiation of insurance
2.3.1 Not to do or fail to do anything whereby the Policy or Policies of
insurance effected by the Lessors in respect of the demised premises for
the time being subsisting may become void or voidable or whereby the
rate of premium thereon may be increased and forthwith to pay on demand
to the Lessors all sums payable by way of increased premiums and all
expenses incurred by the Lessors in or about the renewal of such Policy
or Policies rendered necessary by a breach of this covenant
2.4 As to consequences of Lessees' default
2.4.1 In the event of the demised premises being wholly or partially destroyed
or injured by any act or default on the part of or suffered by the
Lessees their underlessees or their respective servants agents licensees
or invitees whereby any Policy or Policies of Insurance thereon or on
any part thereof effected by the Lessors shall have been rendered void
or voidable or payment of the whole or
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or payment of the whole or part of the insurance moneys be refused to
pay on demand and upon production of evidence of such refusal to the
Lessors the amount of the Insurance monies that the Insurer refused to
pay to the Lessors or such sum as shall represent the reasonable costs
to the Lessors of rebuilding or reinstating the demised premises
whichever shall be the lesser amount.
2.5 Not to insure
2.5.1 Not to effect any policy of insurance of any part of the demised
premises
2.6 To give notice if vacant
2.6.1 Not to leave the demised premises or any part thereof vacant or
unoccupied without first giving the Lessors reasonable notice in writing
of the intention so to do the Lessees paying any additional or increased
premium required by the insurers
2.7 To give notice of damage
2.7.1 In the event of the demised premises being destroyed or damaged by any
of the insured risks to give notice in writing to the Lessors as soon as
possible
2.8 To pay monies to Lessors
In the event of the demised premises or any part thereof being destroyed
or damaged to pay to the Lessors on demand the amount of any excess
required by the insurers or by the Lessors under any policy of insurance
for the demised premises
Lessees' covenants on repair
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3. THE Lessees HEREBY FURTHER COVENANT with the Lessors as follows-
3.1 To repair
To put and keep in good and substantial repair and well and substantially
to uphold support sustain and maintain throughout the term hereby granted
the whole of the demised premises to the reasonable satisfaction of the
Lessors and insofar as it shall be inappropriate to repair the same to
renew rebuild or replace the demised premises or any part or parts
thereof with good and substantial materials and in a thorough and
workmanlike manner and to the reasonable satisfaction of the Lessors
PROVIDED THAT to the extent that the cost of making good such damages is
recoverable from the insurers or to the extent payment may be made to the
Lessors by the Lessees under the terms of Clause 2(3) hereof the Lessees
shall not be required to repair any damage to the demised premises which
shall be insured against by the Lessors and which the Lessors are required
to reinstate under their covenants in that behalf hereinafter contained
3.2 To paint interior
Once in every fifth year calculated from the commencement of the said term
and in the last six months thereof howsoever determined to prepare and
paint in a proper and workmanlike manner with at least two coats of best
quality paint and paper polish and otherwise treat as appropriate all such
parts of the inside of the demised premises and all additions thereto as
are previously were or ought to be so painted papered polished varnished
and treated and so that in the last six months of the said term all tints
colours and patterns used by the Lessees in accordance with the provisions
hereof shall first be approved in writing by the Lessors (such approval not
to be unreasonably withheld) all such works to be carried out to the
reasonable satisfaction of the Lessors
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3.3 To paint exterior
Once in every third year calculated from the commencement of the said
term and in the last six-months thereof howsoever determined to paint
varnish stain or otherwise treat in a proper and workmanlike manner with
at least two costs of best quality paint stain or other appropriate
substance the exterior of the demised premises or structures in or on the
demised premises which are previously were or ought to be so painted
varnished stained or otherwise treated and to clean point make good and
restore any brickwork cement stucco or stonework of the demised premises
and walls in or on the demised premises when necessary all such works to
be carried out to the reasonable satisfaction and (if required by the
Lessors and at the cost of the Lessors) under the supervision or
inspection of the Lessors
3.4 To clean windows
Thoroughly to clean the interior and exterior of all windows comprised in
the demised premises at intervals of not more than one month
3.5 To keep tidy etc.
3.5.1 To keep all open areas including roads paths parking areas and
landscaped areas of the demised premises clean neat and tidy and clear
of refuse or obstructions (other than parked vehicles on parking areas)
3.5.2 Not to store or stack materials or goods on the open areas of the
demised premises
3.5.3 Properly to mow trim cultivate and tend all landscaped areas of the
demised premises and to replace any trees or shrubs which may die or
become diseased
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3.6 To maintain plant and equipment etc.
3.6.1 To maintain in good and serviceable condition all Lessors fixtures
fittings plant and equipment in or upon the demised premises and to
replace such of them as may become worn out lost or unfit for use by
substituting others of a like nature (but of no lessor quality)
3.6.2 To replace all carpets and floor coverings in the demised premises as
often as reasonably necessary in equivalent style and quality to the
carpet presently laid at the demised premises
3.6.3 At the Lessees' own cost to enter into contracts for the regular
inspection maintenance and repair (with persons approved by the Lessors)
of plant and machinery in the demised premises if the Lessors so
reasonably require and to produce such contracts and all reports and
invoices connected with them whenever so requested
3.7 To yield up at end of term
At the expiration or sooner determination of the said term
3.7.1 quietly to yield up unto the Lessors the demised premises additions and
improvements thereto (tenants fixtures and excepted) in such state and
condition as shall be consistent with full and due performance by the
Lessees of the covenants on their part herein contained
3.7.2 to make good to the reasonable satisfaction of the Lessors any and all
damage caused by the removal of tenant's fixtures equipment
3.7.3 to remove all partitioning or other alterations installed or effected by
the Lessees in on or to the demised premises and to make good the
demised premises to the
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reasonable satisfaction of the Lessors unless such requirements shall
have been waived in writing by the Lessors whether as to the whole or
any part of any partitioning or alterations constructed by the Lessees
3.7.4 in the event of any breach of any of the foregoing obligations
contained in this sub-clause (without prejudice to any other rights of
the Lessors) to pay to the Lessors a sum equivalent to the costs and
expenses reasonably required for the carrying out of works to remedy
such breach where the Landlord intends to relet the demised premises
LESSEES' COVENANTS ON ALIENATION
4. THE Lessees hereby further covenant with the Lessors as follows:-
4.1 Not to assign etc part
Not save as provided in clauses 4.3 and 4.12 to assign charge share or
part with possession of part only (as opposed to the whole) of the
demised premises
4.2 Not to assign whole without consent
4.2.1 Not to assign the whole (as opposed to any part) of the demised
premises other than
4.2.1.1 To a company where in the reasonable opinion of the Landlord the
proposed assignee is of sufficient financial standing to enable it to
comply with the covenants on the part of the Tenant in this Lease or
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4.2.1.2 to a company with (in accordance with the following provisions of this
Lease) covenants in the terms set out in the Second Schedule hereto in
favour of the Lessors from a surety which in the reasonable opinion of
the Landlord is of sufficient financial standing to enable it to
comply with the covenants on the part of the Tenant in this Lease
4.2.2 Subject as aforesaid not to assign the whole of the demised premises
to a company not resident in the United Kingdom or to a company with
covenants in the terms set out in the Second Schedule hereto in favour
of the Lessors from a surety not resident in the United Kingdom unless
prior to such assignment the assignee has delivered to the Lessors
free of cost to the Lessors either
4.2.2.1 A sum by way of rent deposit equal to six months rent at the rate
hereby reserved and payable at the date of such assignment together
with a rent deposit deed in such form as the Lessors shall reasonably
require including (without prejudice to the generality of the
foregoing) a covenant by such assignee and by any then existing surety
to increase from time to time the amount of such rent deposit to a sum
equal to six months' rent at the rate reserved and payable hereunder
from time to time of
4.2.2.2 a guarantee of payment to the Lessors (such guarantee to endure for a
term of five years from the date of the assignment) of a sum equal to
six months' rent at the rate reserved and payable hereunder from time
to time from a bank incorporated in the United Kingdom and authorised
to carry on a banking business in the United Kingdom under the Banking
Xxx 0000 such guarantee to be in such form as the Lessors shall
reasonably require
4.2.3 Subject as aforesaid not to assign or charge the whole (as opposed to
any part) of the demised premises without the previous written consent
of the Lessors (such consent not to be unreasonably withheld) and in
the event of the Lessors consenting to an assignment of the whole of
the demised premises to procure that
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the assignee enters into covenants with the Lessors free of cost to the
Lessors to pay the rents hereby reserved and to observe and perform the
covenants on the part of the Lessees herein contained during such
period as this lease is vested in such assignee or until the expiration
of the fifth year of the term hereby granted (whichever date shall be
the later)
4.2.4 PROVIDED THAT for the purposes of Section 19(1A) of the Landlord and
Xxxxxx Xxx 0000 the Lessors shall be entitled to withhold consent
unless the circumstances set out in the Third Schedule and the
conditions set out in the Fourth Schedule hereto are satisfied and
complied with
4.3 Not to underlet whole or part save as provided
Not to underlet or share or part with possession of the demised
premises save (i) by way of an Underlease of the whole of the demised
premises or (ii) by way of an Underlease or Underleases of the whole of
each floor of office accommodation comprising the net lettable area
from time to time of the ground first and/or second floors of the
building forming part of the demised premises and a due proportion of
the car parking spaces (if appropriate) PROVIDED THAT the Lessees shall
not by virtue of any such underletting or otherwise at any time permit
the demised premises to be occupied by more than three separate
occupiers (including the Lessees and any member or members of the same
group of companies as the Lessees within the meaning of s42 of the
Landlord and Xxxxxx Xxx 0000 being together one occupier) and
(iii) subject to the provisions of sub-clause (4.4) of this clause
4.4 Not to underlet save as provided
Not to underlet the whole or any part of the demised premises save
(i) after completion of a license to underlet under which the intended
underlessee covenants direct with the Lessors to observe and perform
the covenants and
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conditions on the part of the Lessees herein contained (other than the
payment of the rent hereby reserved) and (ii) by way of an Underlease
4.4.1 at the best rent reasonably obtained on a letting with vacant
possession and without fine or premium and at a rent not less than the
rent reserved and payable under this Lease from time to time or a fair
and reasonable proportion thereof in the case of an underletting of
part (unless the Lessors shall otherwise consent (which consent shall
not be unreasonably withheld)) when the Lessors may then impose such
further conditions in such circumstances as the Lessors may reasonably
require)
4.4.2 containing provisions for the review of the rent reserved thereby in an
upwards direction only to full market rental on a vacant possession
basis on the dates stipulated for the review of rent under this Lease
4.4.3 containing provisions for the underlessee to be liable for all
outgoings and repairs relating to the premises sub-demised or for
reimbursement of the actual cost thereof incurred by the Lessees
4.4.4 containing provisions that the underlessee shall be at liberty to use
the premises sub-demised only for a purpose for the time being
authorised under this lease
4.4.5 to a respectable and responsible underlessee having the previous
written approval of the Lessors (such approval not to be unreasonably
withheld)
4.4.6 in the case of an Underlease to a Limited Company containing covenants
(if reasonably required by the Lessors) by a Surety or sureties having
the previous written approval of the Lessors (such approval not to be
unreasonably withheld) guaranteeing the performance and observance of
the covenants on the part of the underlessee thereunder throughout the
term of such Underlease and in the form set out in the Second Schedule
hereto with such variations as the Lessors shall
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reasonably require
4.4.7 in such form and with such covenants conditions and stipulations as
shall have been previously approved in writing by the Lessors such
approval not to be unreasonably withheld or delayed
4.4.8 in the case of an Underlease of part containing an agreement duly
authorised by a court of competent jurisdiction excluding in relation
to the tenancy thereby created the provisions of Section 24 to 28 of
the Landlord and Tenant Act of 1954
4.5 Not to permit assignments of Underleases save as provided
Not to permit the assignment of any Underleases save by way of an
Assignment of the whole of the premises thereby demised
4.5.1 to a respectable and responsible tenant having the previous written
approval of the Lessors (such approval not to be unreasonably withheld)
who has previously entered into a direct covenant with the Lessors to
observe and perform the covenants and conditions on the part of the
tenants contained in such Underlease
4.5.2 in the case of an assignment of such Underlease to a private Limited
Company containing covenants (if reasonably required by the Lessors) by
a Surety or Sureties having the previous written approval of the
Lessors (such approval not to be unreasonably withheld) guaranteeing
the observance and performance of the covenants on the part of the
Underlessee thereunder throughout the residue of the term of such
Underlease and in the form set out in the Second Schedule hereto with
such variations as shall be reasonably necessary.
4.6 To obtain covenants from Underlessees against further underletting
On the grant of any Underlease to obtain a covenant by the underlessee
not to
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underlet or (save by way of an Assignment of the whole of the premises
thereby demised) share or part with possession (other than with a
members of the same group of companies as the underlessee as defined in
Section 42 of the Landlord and Tenant Act of 1954) of the premises
thereby demised or any part thereof and on any breach of such covenant
to use their best endeavours to enforce observance of and compliance
with such covenant
4.7 To produce assignments underleases etc for registration
Within 21 days after any assignment or underletting of the demised
premises or any part thereof or the assignment of an underlease of the
demised premises or any part thereof and after any devolution of title
by will or otherwise of the whole or any part of the demised premises
or any mortgage charge transfer or discharge of mortgage or charge
order or other disposition affecting the demised premises or any part
thereof to register by notice in duplicate with and to produce to the
Solicitors for the time being of the Lessors for retention by such
Solicitors a certified copy of the deed or instrument effecting the
same and to pay to such Solicitors a fee of 20 pounds or such greater
sum as shall from time to time be reasonable for the registration
thereof together with the registration fee payable to any superior
Lessors together with any Value Added Tax payable thereon
4.8 To supply information
Within one month of being requested to do so to notify the Lessors in
writing of (i) the name and address of any occupier of the demised
premises or any part thereof (ii) the terms of such occupation
including the rent payable from time to time and (iii) the relationship
of such occupier to the Lessees or any underlessees
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4.9 To give facilities for reletting
During the last nine months of the term hereby granted to permit the
Lessors to place and retain without interference on any part or parts
of the demised premises any notice for reletting and at any time to
permit the Lessors to place and retain as aforesaid any notice for the
sale or other disposal of the demised premises and to show the demised
premises at reasonable times upon reasonable prior notice to intending
or inquiring tenants PROVIDED THAT such notice for reletting or sale
shall not materially obstruct or interfere with the access of light to
the windows of the demised premises
4.10 To permit to view
At all reasonable times after reasonable prior notice to permit all
prospective purchasers of or dealers in the Lessors reversionary
interest by order in writing of the Lessors or their agents to view and
to take measurements of the premises
4.11 Group Companies
Notwithstanding the foregoing provisions of this Clause the Lessees
shall be entitled to share possession of the whole or any part of the
demised premises with any members of the same group of companies as the
Lessees (as defined in Section 42 of the Landlord and Tenant Act of
1954) provided that no relationship of landlord and tenant is thereby
established and provided further that such possession shall cease and
determine forthwith upon such member or members of such group ceasing
to be a member of the same group of companies as the
LESSEES' COVENANTS ON ALTERATIONS
5. THE Lessees hereby further covenant with the Lessors as follows
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5.1 Not to alter without consent
Not to make any additions alterations or improvements to the demised
premises without in each case first obtaining both the consent in
writing of the Lessors and also the approval in writing of the Lessors
to the plans drawings and specifications thereof (such consent and
approval not to be unreasonably withheld or delayed) and to make all
such additions alterations or improvements in conformity with such
plans drawings and specifications to the reasonable satisfaction of the
Lessors and (if reasonably required by the Lessors) under the
supervision or inspection of the Lessors or their Surveyors PROVIDED
ALWAYS that the Lessors may as a condition of giving such consent and
approval as aforesaid require (i) the payment of their Surveyors and
Solicitors reasonable and proper costs incurred in connection with the
application for such consent and approval (whether or not ultimately
granted) and in connection with the supervision and inspection of such
additions alternations improvements and (ii) that the Lessees and any
underlessees enter into such covenants with the Lessors as they may
reasonably require regarding the execution and inspection of any such
alterations additions or improvements to the demised premises or any
part thereof and the reinstatement thereof at the determination of the
term hereby granted or at or by any particular date or dates or
otherwise and PROVIDED FURTHER that no such consent or approval shall
be required to the erection or removal of internal demountable
partitioning subject to such works causing no alterations to the
air-conditioning system or other services in the demised premises and
subject further to the Lessees forthwith on completion of such works
giving notice with plans thereof in duplicate to the Lessors
5.2 To remove unauthorised alterations etc.
To comply with any notice in writing from the Lessors requiring renewal
of any new or additional building erection alteration notice sign
advertisement renewal or replacement erected or made in breach of the
provisions of this Lease and to
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restore the demised premises to their previous condition as required by
such notice and if the Lessees shall having commenced to comply fall to
proceed with such work with all due expedition within two months after
service of such notice then it shall be lawful for the Lessors or their
servants contractors agents and workmen to enter on the demised premises
and to execute the works required to be done by such notice and the cost of
so doing shall be paid on demand to the Lessors by the Lessees
5.3 Not to erect signs etc. without consent
Not at any time during the said term to affix or exhibit in or upon the
demised premises or in or upon the roof external walls or windows of the
demised premises or visible from the exterior of the demised premises any
sign fascia xxxx placard advertisement flashlight flag poster hoarding
(except usual business signs exhibiting the name of the Lessees and the
nature of any business carried on in the demised premises) or any mast
aerial transmitter receiver dish or other similar plant or equipment in
such sizes positions designs and colours as the Lessors shall previously
approve in writing (such approval not to be unreasonably withheld)
5.4 Not to display goods
Not to hang place or deposit any goods articles or things for sale display
or otherwise upon the exterior of or outside the demised premises
5.5 Notice to Lessors
On completion of the installation of anything which shall become part of
the demised premises forthwith to give to the Lessors written notice of the
same stating the full cost for insurance purposes for reinstatement in the
event of destruction
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LESSEES' COVENANTS ON USER
6. THE Lessees hereby further covenant with the Lessors as follows:-
6.1 To use as stipulated
To use the building forming part of the demised premises only as
offices and to use the landscaped areas in the demised premises only
as landscaped areas and to use those areas designated by the Lessors
for parking loading and unloading in the demised premises only for
such purposes and not to use the demised premises for any purposes
save as herein provided
6.2 Not to keep dangerous substances or carry on dangerous activities on
the premises
6.2.1 Not to bring into the demised premises or to place or store or use or
manufacture or permit to remain in or about the demised premises any
article or thing which is or may become dangerous offensive
inflammable radio-active explosive or especially combustible
6.2.2 Without prejudice to the generality of the foregoing not to instal or
erect any fuel burning apparatus fire stove engine chimney machinery
and contrivances whatever other than machinery and contrivances
normally used in premises similar to the demised premises and used for
the purposes hereby authorised
6.3 Not to permit emission of oil etc.
6.3.1 Not to stop up or obstruct in any way whatsoever or permit oil grease
alkali or other deleterious matter or substance to enter the drains
and sewers of the Lessors and to employ such plant for treating any
deleterious effluent before permitting the same to enter such drains
and sewers as may be reasonably required by the
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Lessors from time to time in accordance with best modern practice
6.3.2 Not to commit wilful or voluntary waste spoil or destruction in or upon
the demised premises
6.3.3 Not to permit the emission of smoke fumes odours smells grit or noxious
effluvia from the demised premises
6.4 Not to allow any nuisance auction sale public meeting etc.
Not to use the demised premises for any illegal or immoral purpose or
any noisy noxious offensive or dangerous trade or business nor to do or
commit any act or keep any thing which may contravene any statute or
order or local regulation or byelaw or which may tend to deteriorate
the nature of any adjoining or neighbouring property or which shall or
may be or become in the reasonable judgment of the Lessors a cause of a
nuisance damage offence annoyance or inconvenience (whether by virtue
of noise vibration smell fumes smoke soot ash dust grit dirt or any
other emissions or pollution or otherwise howsoever) to the Lessors or
the tenants or occupiers of any adjoining or neighbouring premises or
any local or other authority nor to hold any sale by auction or public
meeting upon the demised premises nor to permit any person or persons
to reside or sleep at or upon the demised premises nor to keep any
animals or birds on the demised premises nor to cause or permit any
loudspeaker television radio set or other device to be audible outside
the demised premises
6.5 To store refuse
6.5.1 Not to form a rubbish dump nor to store refuse or rubbish on the
demised premises save in such position as shall be designated for such
purpose by the Lessors from time to time
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6.5.2 To Store free from smells all liquid and solid waste and all refuse or
rubbish in properly covered purpose-designed containers or receptacles
out of public view
6.5.3 Not to incinerate or process any waste refuse or rubbish on any part of
the demised premises.
6.5.4 To arrange for the removal of all waste refuse and rubbish from the
demised premises at least once every week.
6.6 To take and provide precautions against fire
To take every reasonable precaution against the outbreak of fire on the
demised premises and in particular to provide and construct at the
Lessees' expense and to keep in good repair and condition throughout the
term hereof any water supply hydrants hoses hose reels fire-fighting or
fire-preventative equipment sprinklers fire alarms and fire escapes
which are or shall be required to be kept on the demised premises and to
comply with any requirements of the insurers or any Act of Parliament or
any local or statutory authority or the local fire authorities.
6.7 Not to Overload the Structure
Not to bring place or keep on the demised premises any heavy article in
such position or in such quantity or weight or otherwise in such manner
howsoever as to exceed the load bearing capabilities of the floors roofs
lifts or structures of the demised premises.
6.8 Not to permit encroachments or the acquisition of rights
Not to permit any new window light opening doorway path passage-way
drain or other encroachment right or easement to be made or acquired in
to against or upon the demised premises and in case any such window
light opening doorway
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path passage-way drain or other encroachment shall be made or any such
right or easement shall be threatened or attempted to be acquired to
give notice thereof to the Lessors as soon as reasonably practicable
and to permit the Lessors and their Surveyors servants and agents after
giving reasonable prior notice in writing to enter the demised premises
at reasonable times to ascertain the nature of such encroachment or
easement and at the joint expense of the Lessors and the Lessees to do
all such things as may be reasonably required by the Lessors for the
purposes of preventing the making of such encroachment or the
acquisition of such easement or right
6.9 Not to obstruct windows
Not to stop up darken or obstruct any windows or lights belonging to
the demised premises Provided That the installation of blinds or
screens to reduce or eliminate the entry of light to the demised
premises shall not be a breach of this covenant
6.10 Not to remove support
Not to do anything on the demised premises which would remove support
from or endanger the demised premises or any adjoining or neighboring
premises
6.11 Warranty as to user
Provided always and the Lessees hereby acknowledge that notwithstanding
the foregoing provisions as to the user of the demised premises the
Lessors do not thereby or in any other way give or have given at any
other time any representation or warranty that any such user is or will
be or will remain a permitted user within the provisions of the
Planning Acts (as defined in this Lease) nor shall any consent in
writing which the Lessors may hereafter give to any change of user be
taken as including any such representation or warranty and that
notwithstanding that any such user as aforesaid is not a permitted user
within such
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provisions as aforesaid the Lessees remain fully bound and liable to
the Lessors in respect of the obligations undertaken by the Lessees by
virtue of these presents (save any obligations which cannot be
performed by reason of such user no longer being permitted by the
Planning Acts) without any compensation of any kind whatsoever
LESSEES' COVENANTS ON STATUTORY PROVISIONS
7. THE Lessees hereby further covenant with the Lessors as follows:-
7.1 To comply with statutory provisions
At all times during the said term to observe and comply in all respects
with the provisions of Acts of Parliament already or hereafter to be
passed so far as they relate to or affect the demised premises or any
addition or improvements thereto or the user or occupation thereof for
any purpose or the employment therein of any person or persons
(including as to their safety health and welfare) or the use of any
fixtures machinery plant equipment or chattels for the time being
affixed thereto or being thereupon or used for the purposes thereof and
to execute all works and provide or maintain all arrangements which by
or under any enactment by any government department local authority or
other public authority or duly authorised officer or Court of competent
jurisdiction acting under or in pursuance of any enactment are or may
be directed or required to be executed provided and maintained at any
time during the said term upon or in respect of the demised premises or
any additions or improvements thereto or in respect of any such user
thereof or employment therein of any person or persons fixtures
machinery plant equipment or chattels as aforesaid whether by the owner
or occupier thereof and to indemnify the Lessors at all times against
all penalties costs charges and expenses of or incidental to the
execution of any works or the provisions or maintenance of any
arrangements so directed or required as aforesaid and not at any time
to do or omit on or about the demised premises any act or thing by
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reason whereof the Lessors may under any enactment incur or have imposed
upon them or become liable to pay any penalty damage compensation costs
levy charge or expenses
7.2 To comply with Factories Act etc.
Without prejudice to any other provision of this Lease to complete and
carry out all works required by the Fire Officer and all works required
under and thereafter to comply with the requirements of the Offices
Shops and Railway Premises Act 1963 the Fire Precautions Xxx 0000 the
Xxxxxxxxx Xxx 0000 and the Health and Safety at Work Etc. Xxx 0000
whether imposed by those Acts upon the Lessors or the Lessees and at all
times during the term hereby granted to indemnify and keep indemnified
the Lessors against the consequences of any breach or non-observance
thereof and without prejudice to the generality of the foregoing not to
permit or suffer to be working in the demised premises at any one time
such a number of persons that the requirements as to sanitary
conveniences or washing facilities prescribed by the said Acts will not
be complied with
7.3 To inform Lessors of Notices received
Within seven days of the receipt of notice of the same to supply full
particulars and two copies to the Lessors of any permission notice order
or direction or any proposal for a notice order or direction made given
or issued by any government department or local or public authority or
statutory undertaking or public health inspector or duly authorised
officer or Court of Competent Jurisdiction under or by virtue of any
statutory powers AND ALSO without delay to take all reasonable or
necessary steps to comply with any such notice or order AND ALSO at the
request of the Lessors and at the cost of the Lessors to make or join
with the Lessors in making such objections or representations against or
in respect of any such notice order direction or proposal as aforesaid
as the Lessors shall deem expedient
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7.4 Planning Acts
7.4.1 In this clause the following expressions bear the following meanings
namely:-
"Planning Acts" means the Town and Country Planning Xxx 0000 and any Act
or Acts regulating or imposing a tax charge or levy relating to
development of land
"planning permission" means any permission consent or approval required
given or deemed to be given under Planning Acts
To comply with Planning Acts
7.4.2 At all times during the said term to comply in all respects with the
provisions and requirements of Planning Acts and of all licences
consents permissions and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so far as the same
respectively relate to or affect the demised premises or all operations
works acts or things already or hereafter to be carried out executed
done or omitted thereon or the user thereof for any purpose and to do
and execute all such works and things as shall be directed or necessary
under Planning Acts in respect of the demised premises or any part
thereof whether by the owner or occupier landlord or tenant thereof
To obtain consents
7.4.3 During the said term so often as occasion shall require at the expense
in all respects of the Lessees to obtain all such licences consents and
permissions and serve all such notices as may be required for the
carrying out of any operations on the demised premises or the
institution or continuance thereon of any use thereof which may
constitute development but so that the Lessees shall not make
application for planning permission or serve any such notices without
the previous written consent of the Lessors (such consent not to be
unreasonably withheld)
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provided that the Lessors shall be entitled to withhold such consent
where they reasonably consider that the making of any such application
or service of any such notice would lead either to the acquisition by
any authority body or person of the Lessors' interest in the demised
premises or a substantial part thereof or to material adverse financial
or fiscal consequences upon the Lessors and provided that the Lessees
shall indemnify the Lessor against all proceedings costs expenses claims
charges and demands whatsoever in respect of any such applications or
notices
To supply details
7.4.4 To give notice to the Lessors of the grant or refusal of planning
permission relating to the demised premises or any part thereof within
seven days of such grant or refusal together with (if reasonably
required by the Lessors) copies of the applications for such planning
permission the drawings plans and specifications lodged therewith and
the notice of grant or refusal (as the case may be)
Charges
7.4.5 To pay and satisfy any charge or levy that may now or hereafter be
imposed under Planning Acts in respect of the carrying out or
maintenance of any such operations or the institution or continuance of
any such use as aforesaid
To serve Notices
7.4.6 Notwithstanding any consent which may be granted by the Lessors under
this Lease or otherwise not to carry out or make any alteration or
addition to the demised premises or any change of use thereof (being an
alteration or addition or change of use which is prohibited by or for
which the Lessors' consent is required to be obtained under this Lease
and for which a planning permission needs to be obtained) before all
necessary notices under Planning Acts in respect thereof have
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been served or before all such notices and all such necessary planning
permissions have been produced to the Lessors and in the case of a
planning permission acknowledged by the Lessors in writing as
satisfactory to such acknowledgment not to be unreasonably withheld or
delayed
To complete works
7.4.7 Unless the Lessors shall otherwise direct to carry out and complete
before the expiration or sooner determination of the said term
7.4.7.1 any works stipulated to be carried out to the demised premises by a
date subsequent to such expiration or sooner determination as a
condition of any planning permission granted for any development begun
by or on behalf of the Lessees or their underlessees before such
expiration or determination and
7.4.7.2 any development begun by or on behalf of the Lessors upon the demised
premises in respect of which the Lessors shall or may be or become
liable for any tax charge or levy under Planning Acts
To produce documents
7.4.8 If and when called upon so to do to produce to the Lessors all such
plans documents and other evidence as the Lessors may reasonably
require in order to be satisfied that the provisions of this covenant
have been complied with in all respect
To indemnify and to notify
7.4.9.1 To bear pay and indemnify the Lessors against all costs and expenses
which the Lessors may themselves incur or be required to bear pay or
contribute towards the expenses of any planning authority or government
department incurred pursuant
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to Planning Acts in enforcing and carrying into effect planning control
with regard to any development upon or use of the demised premises by
the Lessees or their tenants or underlessees
7.4.9.2 Upon becoming aware of any defect to notify the Lessors in writing of
any defect in or want of repair to the demised premises for which the
Lessors may be primarily or wholly responsible under the terms of this
Lease or any Act or Acts for the time being in force.
7.4.9.3 To indemnify the Lessors against all liability costs and expenses
reasonably and properly incurred by the Lessors in respect of all claims
made by any person or body arising out of the Lessees' failure to keep
the demised premises in repair in accordance with the covenants in that
behalf contained in this Lease or to carry out their obligations imposed
by paragraph 7.4.9.2 of this sub-clause
LESSEES' GENERAL COVENANTS
8. THE Lessees hereby further covenant with the Lessors as follows:-
8.1 To give access for repairs or alterations to adjoining premises etc.
To permit the Lessors and their agents or workmen and the tenants and
occupiers of any adjoining or neighbouring land or premises at any time
during the said term hereby granted at reasonable hours in the daytime
and upon giving reasonable prior notice in writing (except in the case
of emergency) to enter upon the demised premises with or without plant
and equipment for the purpose of cleansing or executing repairs or
alterations of any kind whatsoever to or upon any adjoining or
neighbouring premises where such works are necessary and cannot
conveniently otherwise be carried out or for complying with the
covenants on the part of the Lessors contained in this Lease the person
exercising such rights exercising the same with all due diligence and
causing as little inconvenience and
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disruption to the Lessees or other occupiers of the demised premises
as possible and making good forthwith to the reasonable satisfaction
of the Lessees any damage caused to the demised premises PROVIDED THAT
the Lessors shall ensure that the demised premises continue to be fit
for occupation and use and that access to and egress from the demised
premises shall not be adversely affected or that alternative not
materially less commodious access and egress shall be PROVIDED FURTHER
THAT in the case of any works which may cause vibration of or physical
damage to any equipment used for the purpose of Lessees business the
Lessor shall give to the Lessee at least 28 days prior notice in
writing to enter and execute such works
8.2 To permit access for inspection and to repair on notice being given
To permit the Lessors and their agents or workmen upon giving
reasonable prior notice in writing (except in the case of emergency)
with or without workmen and others from time to time and at all
reasonable times during the said term to enter upon the demised
premises and to inspect the condition or user thereof and of all
defects decays and wants of reparation then and there found for which
the Lessees are liable hereunder and to give or leave notice in
writing on the demised premises to remedy the same and that the
Lessees will within three months then next following such notice (or
sooner if requisite) commence and therefor proceed with all due
expedition well and substantially to repair and amend the same
accordingly
8.3 To permit access for the Lessors to carry out repairs on default by
Lessees
To permit the Lessors and their agents with or without workmen and
others after giving prior notice in writing (except in case of
emergency) to enter the demised premises and carry out all or any
repairs or other works which the Lessees are liable to execute in all
cases in which the Lessees shall not have started to execute the same
within two months after receiving notice so to do or in which the
Lessees having started to execute the same have failed to proceed with
all
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reasonable expedition to complete the same and in such cases to pay to
the Lessors on demand the cost of such repairs or works together with
all Solicitors and Surveyors charges and other expenses which may be
incurred by the Lessors in connection therewith but this covenant
shall in no way relieve the Lessees from their liability to execute
such repairs or works
8.4 To pay costs
To pay on demand to the Lessors all proper and reasonable costs
charges and expenses (including all such costs charges and expenses
payable to Surveyors or other agents) which may be incurred by the
Lessors:-
8.4.1 in or in contemplation of any application to any planning authority by
the Lessees or their Underlessees
8.4.2 in connection with the recovery of arrears of rent or other sums
payable by the Lessees under the provisions of this Lease and in the
preparation and service of any lawful notice under Sections 146 and
147 of the Law of Property Xxx 0000 or the Leasehold Property
(Repairs) Xxx 0000 or the taking of steps subsequent to that notice or
the effecting of any forfeiture whether or not requiring such notice
notwithstanding that forfeiture may be avoided otherwise than by
relief granted by the Court
8.4.3 in the enforcement or attempted enforcement of any covenant on the
part of the Lessees herein contained
8.4.4 in the preparation of the service of and negotiations consequent upon
the service upon the Lessees of any notice specifying a breach of
covenant or a schedule of dilapidations served during or within 6
months after the end or sooner determination of the term hereby
granted
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8.4.5 in considering any application to the Lessors for any consent licence
or approval to or of any document plan act deed or thing required under
the provisions of this Lease whether or not such consent licence or
approval shall be refused or granted in whole or in part or subject to
any lawful conditions and qualifications and unless such consent or
approval is unreasonably refused
8.4.6 in the supervision inspection or approval of any works to be carried
out by the Lessees
8.4.7 in the valuation from time to time (but not more than once in every
twelve month period) of the demised premises for the purpose of
ascertaining the full reinstatement cost for insurance purposes
And to keep the Lessors fully and effectually indemnified against all costs as
aforesaid and all proceedings expenses claims and demands whatsoever in respect
of the said applications consents notices negotiations and proceedings
8.5 To indemnify the Lessors against certain claims
To indemnify the Lessors in respect of all costs losses damages
expenses and liability to or incurred by the Lessors or any adjoining
or neighbouring owner tenant or occupier or other person or local or
other authority which may be caused by or may arise out of:-
8.5.1 any defect in the construction or execution by the Lessee of any
alteration or addition to the demised premises
8.5.2 any interference or obstruction by the Lessee of any right of light or
other right now existing for the benefit of any neighbouring property
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8.5.3 any stoppage by the Lessee of the drains used in common with occupier
of adjoining or neighbouring property
8.5.4 any contravention by the Lessee of the Planning Acts
8.5.5 any failure on the part of the Lessees to comply with their obligations
under this Lease
8.5.6 any act neglect or default of the Lessees their underlessees or their
respective agents servants licensees or invitees
8.6 To pay VAT
8.6.1 All rents hereby reserved and payments due to the Lessors under this
Lease being exclusive of Value Added Tax to pay (in addition to such
rents and payments payable by the Lessees to the Lessors) any Value
Added Tax which the Lessors are entitled or required to charge in
respect thereof
8.6.2 When making reimbursement under this Lease to the Lessors of costs and
expenses incurred by the Lessors (including but not limited to any
Surveyors' or Solicitors' charges) to pay (subject to the presentation
of a valid VAT invoice in the Lessee's name) the Value Added Tax
incurred by the Lessors in respect thereof save to the extent that such
Value Added Tax may be recoverable as input tax by the Lessors
8.7 To observe regulations
To observe and perform any reasonable regulations made by the Lessors
from time to time in relation to the demised premises
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8.8 New surety
If at any time during the term hereby granted the Surety (if any) or
any guarantor for the person or company in whom this Lease is then
vested or (where the surety or any guarantor comprises more than one
person) any one or more of those persons either dies becomes bankrupt
or has a receiving order made against him or being a company enters
into liquidation whether compulsory or voluntarily or an application
is made for a receiver or administrator or administrative receiver to
be appointed of all or any part of its assets to give notice in
writing to the Lessors forthwith with full details and within thirty
days of being so requested by the Lessors to procure at the expense of
the Lessees in all respects that some other person or persons
reasonably acceptable to the Lessors shall enter into surety covenants
with the Lessors in the terms set out in the Second Schedule hereto
8.9 To observe covenants
So far only as the same relate to the demised premises and are from
time to time subsisting and capable of taking effect to perform and
observe the obligations on the part of Crest Estates Limited contained
in the Transfer Deeds (as varied by the Supplemental Deeds) and in the
Supplemental Deeds and in Clauses 4 and 5 of the Council Deed and to
indemnify the Lessors against all costs claims demands and liability
in respect thereof
LESSORS' COVENANTS
9. THE Lessors HEREBY COVENANT with the Lessees as follows:-
9.1 That the Lessees paying the rents hereby reserved and observing and
performing the Lessees covenants and conditions herein contained shall
and may peaceably
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possess and enjoy the demised premises for the term hereby granted
without any interruption or disturbance by the Lessors or any person
lawfully claiming through under or in trust for them
9.2 To insure
To insure and (unless the policy or policies so effected shall be void
or voidable or payment of the policy moneys withheld or refused in
whole or in part by reason of any act neglect or default of the
Lessees or any underlessees or their respective servants agents
licensees or invitees) to keep insured the demised premises (provided
that the Lessor shall not be obliged to insure any tenant's fixtures
or fittings which may become Landlord's fixtures and fittings until
the Lessee has notified the Lessor in writing of the reinstatement
value thereof) in the joint names of the Lessors and the Lessees with
some Insurance Office of repute or with reputable Lloyds Underwriters
against loss or damage by fire and such other usual insurable risks
(hereinafter called "the insured risks") as the Lessors may from time
to time reasonably determine (due regard being had to any
representations made by the Lessees with regard to the type of risks
and level of cover) in a sum sufficient in the reasonably held opinion
of the Lessors to cover the full rebuilding cost (including sums for
demolition and clearance costs and proper architects surveyors and
engineers fees Value Added Tax at the rate from time to time
appropriate and a due allowance for cost increases over the likely
rebuilding period) of the demised premises and also against the loss
of rent hereunder from time to time payable for such period (being not
less than three years) as is reasonably required by the Lessors from
time to time having regard to the likely period required for
reinstatement in the event of both partial and total destruction and
in an amount which would take into account potential increases of rent
in accordance with the rent review provisions contained in the Third
Schedule hereto subject in all cases to any excesses exclusions
conditions and limitations common to insurance of similar premises
imposed by the insurers or underwriters and to the exclusion of such
risks as cannot reasonably be insured by the Lessors on
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reasonably satisfactory terms or as the Lessors' insurers or
underwriters have reasonably refused to insure Provided Always that the
Lessors shall not be under any obligation to insure any fixtures or
fittings installed by the Lessees which have become part of the demised
premises unless the Lessees shall have given to the Lessors written
notice of such installation and of the full cost of reinstatement
thereof and the Lessors have agreed with the Lessees at their request to
effect the insurance thereof.
9.3 To rebuild and reinstate
Subject to sub-clause 9.4 hereof in the event that the demised premises
shall be destroyed or damaged by any of the risks insured against by the
Lessors as aforesaid to rebuild reinstate and make good (as the case may
be) the demised premises with all reasonable speed when it is lawful so
to do (except fixtures and fittings therein in respect of which the
Lessees have not given written notice of the installation thereof as
herein provided) and in case of rebuilding or substantial reinstatement
this covenant by the Lessors shall be satisfied if the Lessors provide
in the premises so rebuilt or reinstated accommodation as convenient and
commodious as is reasonably practicable but not necessarily identical to
the demised premises as the same existed prior to such damage or
destruction PROVIDED THAT the Lessors shall not be liable to rebuild or
reinstate the demised premises if:
9.3.1 the Lessors are unable having used all reasonable endeavors to obtain
all consents necessary to execute such rebuilding and reinstatement; or
9.3.2 rebuilding or reinstating shall be frustrated for any other reason
and then in either case the Lessors shall be entitled to retain for
their own benefit all insurance monies received or receivable
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9.4 Right to determine
In any case in which after any destruction or damage to the demised
premises by any of the risks insured against by the Lessors as aforesaid
the demised premises shall not be rebuilt or reinstated within the
period of two years and nine months the Lessors or the Lessees may
determine this Lease by giving not less than three months written notice
to the other whereupon this Lease shall absolutely determine but without
prejudice to any claim by any party in respect of any antecedent breach
non-observance or non-performance of any of another party's covenants
and the conditions herein contained and all insurance moneys and the
interest earned thereon shall become the absolute property of the Lessors
9.5 For suspension of rent in case of damage by fire etc.
In the event that the demised premises shall be destroyed or damaged by
any of the risks insured against by the Lessors (unless as aforesaid
provided in Clause 9.2) so as to be unfit for occupation or use then the
rent hereby reserved or a fair proportion thereof according to the
nature and extent of the damage sustained shall cease to be payable by
the Lessees from the date of damage or destruction until the demised
premises are restored fit for use and occupation by the Lessees or until
the expiration of three years (or such longer period as shall have been
insured by the Lessors as aforesaid) whichever shall first occur
9.6 Design Faults
Notwithstanding the Lessees' covenants in these presents contained the
Lessors covenant with the Lessees that if in relation to the design or
construction of the demised premises there exist or appear in the
demised premises (including the air conditioning equipment and the lift)
any defect or faults of which the Lessees give to the Lessors full and
detailed particulars and where and only where the Lessors have the
benefit of a right to claim under a warranty and where they are advised
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that the claim has a reasonable prospect of success and where there is a
reasonable prospect of recovery then the Lessors will at the request of
the Lessees use their reasonable endeavors at the Lessees expense
including the provision of reasonable security for costs from the Lessee
upon demand reasonably made enforce against the party or parties
responsible therefor their respective obligations to remedy the same or
otherwise or alternatively to recover from the said party or parties the
cost of and incidental to carrying out appropriate remedial works or
other measures before seeking to enforce the Lessees' covenants herein
contained in respect of such matters Provided that nothing in this clause
shall detract from the Tenant's covenant to repair the demised premises
save to the extent that the Lessor recovers sums in respect of such
defects or faults and provided further that the Lessee shall indemnify
the Lessor against all costs claims demands and expenses incurred by the
Lessor including the costs or claims of any third party in pursuing such
claims pursuant to a request by the Lessee except to the extent that the
Lessor actually recovers a contribution thereto from a third party
PROVISO FOR RE-ENTRY
10. PROVIDED ALWAYS that if the rents or any part thereof hereby reserved or
made payable shall at any time be unpaid for the space of 14 days after
the same shall have become due (whether the same shall have been legally
demanded or not) or in the case of the breach non performance or
non-observance of any of the Lessees' covenants herein contained or if
the Lessees being a Company shall enter into liquidation whether
compulsory or voluntary (save for the purpose of reconstruction or
amalgamation) or have a Receiver Administrator or Administrative Receiver
appointed in respect of the whole or any part of the undertaking or
assets of the Lessees or if the Lessees or any assignees of the Lessees
or if more than one if any of them shall become bankrupt or make any
assignment for the benefit of creditors or enter into any agreement or
make any arrangement with creditors for liquidation of their debts by
composition or
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otherwise or suffer any lawful distress or process of execution to be
levied on their goods then and in any of the said cases it shall be
lawful for the Lessors (notwithstanding the waiver of any previous right
of re-entry) to enter into and upon the demised premises or any part
thereof in the name of the whole and to repossess the same as of their
former estate but without prejudice to any right of action or remedy of
either party in respect of any antecedent breach of any of the other
party's covenants herein contained
GENERAL PROVISOS AND AGREEMENTS
11. PROVIDED FURTHER AND IT IS HEREBY AGREED AS FOLLOWS:-
11.1 Service of Notice
Any notices required by this Lease to be served on the Lessors or the
Lessees shall be in writing and may be given either in any of the modes
provided by Section 196 of the Law of Property Act 1925 (as amended)
with respect to notices to be given to the Lessors or the Lessees (as
the case may be) under that Act or in the case of a notice requiring to
be served upon the Lessees by such notice being affixed to or delivered
to or sent by pre-paid postage to the demised premises addressed to the
Lessees for the time being
11.1 Interest
If any sum payable by the Lessees to the Lessors under the provisions of
this Lease shall not be paid upon the date upon which it is due the same
shall be payable with interest thereon at the rate of 3% per annum above
National Westminster Bank PLC Base Rate from time to time calculated on
a day to day basis from the said day upon which it is due to the date of
payment in full of the same together with interest thereon and
compounded at quarterly rests on the usual quarters days PROVIDED that
this clause shall not apply to rent unless and
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until it shall be unpaid for the space of fourteen days after the same
shall have become due and shall not apply to any other sum payable under
this Lease unless and until it shall be unpaid for the space of thirty
days but so that interest shall thereupon in either case be payable in
accordance with the provisions herein contained calculated from the due
date for payment of such rent or other sum to the date of payment in
full of such rent and interest thereon or re-entry which ever shall be
the later
11.2 Lessors as Lessees' agent
The Lessees irrevocably appoint the Lessors to be the Lessees' agent to
store and/or dispose of any of the Lessees' fixtures and fittings
furniture and effects left by the Lessees on the demised premises for
more than thirty days after the expiry or sooner determination of the
term hereby granted on any terms which the Lessors think fit without the
Lessors being liable to the Lessees save to account for the net proceeds
of sale less the cost of storage (if any) and any other expenses
reasonably incurred by the Lessors
12. THE Surety hereby covenants with the Lessors in the term set out in the
Second Schedule hereto
INTERPRETATIONS
13. IN this Lease and in any document ancillary or supplemental hereto
unless the contrary intention appears:-
13.1 words importing the masculine gender shall include the feminine and
neuter genders and vice versa
13.2 words in the singular shall include the plural and vice versa
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13.3 where the "Lessees" or "Sureties" comprise two or more persons all
covenants and agreements on the part of such persons herein contained
shall be deemed to be made jointly and severally
13.4 the expression "the demised premises" shall (save where expressly
specified to the contrary herein) include the whole of the said
premises and/or each and every part thereof
13.5 any covenant on the part of the Lessees not to do any act deed or thing
shall include a covenant not to allow or permit such act deed or thing
to be done
13.6 any reference to any Act of Parliament shall include reference to any
Act or Acts amending or replacing the same or any order instrument
bye-law or regulation made or to be made thereunder
13.7 any reference to the term hereby granted shall include reference any
holding over or of any extension of such term
13.8 where any consent licence or approval of the Lessors is required
hereunder such consent licence or approval may be considered refused or
granted by or under the hand of such qualified surveyor (whether
employed by or otherwise engaged by the Lessors) as the Lessors may
from time to time nominate in respect of matters relating to the
demised premises to the period of
HEADINGS
14. THE headings to the clauses and sub-clauses are inserted for
convenience of reference only and shall not in any manner affect the
construction meaning or effect of anything herein contained or govern
the rights and liabilities of the parties hereto
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15. It is hereby certified that this Lease is not made pursuant to any
Agreement for Lease
IN WITNESS whereof the parties have caused this Deed to be duly executed the
day and year first above written
THE FIRST SCHEDULE ABOVE REFERRED TO
1. First five years of the term
1.1 The rent payable during the first (sixteen and a half months) of the
term shall be one red rose
1.2 The rent payable from the expiry of the rent-free period referred to
in 1.1 up to and including 24th March 2003 shall be 255,000 Pound
Sterling per annum.
2. "Rent Period"
For the purposes of this Schedule the expression "rent period" means
and includes each of the successive periods of five years commencing
at the ends of the fifth tenth and fifteenth years of the term hereby
created
3. "Annual rack rent value"
For the purposes of this Schedule the expression "annual rack rent
value" means at any date the best yearly rent reasonably obtainable
for the demised premises at such date
3.1 Assumptions
on the basis and assumption:
(REVISED)
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3.1.1 that at such date the demised premises have been fully fitted out by
the Lessees and are ready for immediate beneficial occupation and use
and
3.1.2 that no work has been carried out upon the demised premises by the
Lessees or their predecessors in title which has diminished the rental
value of the demised premises except to the extent that it has been
carried out pursuant to any statutory requirements or the requirement
of any local authority or other public body and
3.1.3 that if the demised premises have been damaged they have been fully
restored and
3.1.4 that the covenants contained in this Lease have been fully performed
and observed by the Lessees until such date and
3.1.5 that prior to such date the willing tenant has occupied the demised
premises under licence and without payment of rent or any other fee
for such period as might then be expected to be available to the
willing tenant in the open market for the purposes of fitting out the
demised premises
3.2 Terms of Lease
having regard to market rental values current at such date for
property similar in size and quality to the demised premises in
similar locations let by a willing landlord to a willing tenant
without a premium with vacant possession and subject to the same terms
and conditions (other than as to the amount of the rent hereby
reserved) as are contained in this Lease including the provisions of
this Schedule for a term from the commencement of such rent period
equal to the residue of the original term hereby granted or ten years
(whichever shall be the longer period) and
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3.3 Disregards
disregarding any effect on rent of
3.3.1 the fact that the Lessees have been in occupation of the demised
premises and
3.3.2 any goodwill attached or attributable to premises by reason of any trade
or business the Lessees and
3.3.3 any works and improvements (shown to be such by the Lessees) made to the
demised premises by the Lessees during the term hereby granted at the
sole expense of the Lessees (without liability on the part of the
Lessors to contribute or to pay compensation in respect thereof) with
the prior written consent of the Lessors other than in pursuance of any
obligation on the part of the Lessees or under any document or in
consideration of any reduction or abatement of rent or fee payable under
any license or agreement during any period whether prior to or during
the term hereby granted and
3.3.4 any statute enactment order rule regulation principle or other thing or
matter at the date hereof or at any time hereafter applying or in force
restricting the amount the yearly rent which the Lessors may lawfully
demand and receive or which the Lessees may lawfully pay and
3.3.5 the existence in the open market of (and the absence from the letting to
the willing tenant of) any rent free period or concessionary rent period
or any discount benefit reduction allowance or contribution whether (1)
given as compensation for the cost of fitting out which on a new letting
with vacant possession might be granted to the willing tenant or (2)
given as an inducement or incentive to enter into a new Lease but not
for the purpose of an increase in rent to the intent that such annual
rack rent value shall be that which would be payable after the expiry of
any such rent free or
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concessionary period and after receipt of any such discount benefit
reduction allowance contribution inducement or incentive
3.3.6 that the willing tenant and its potential assignees or underlessees of
the demised premises suffer no disadvantage at such date or at any time
during the term arising from an actual or potential election by the
Lessors to waive exemption in respect of Value Added Tax so far as
concerns rent or any other taxable supply received by the Lessee under
or in connection with this Lease
4. Rent payable
The amount of the yearly rent payable under this Lease for each rent
period shall be the greater of the following amounts namely:
4.1 the amount of the yearly rent payable under this Lease for the year
immediately preceding such rent period or
4.2 the amount of the annual rack rent value of the demised premises at the
commencement of such rent period
5. Disputes
The annual rack rent value of the demised premises at the commencement
of each rent period unless agreed between the Lessors and the Lessees
not later than two calendar months before the commencement of such rent
period or such later date as shall be agreed in writing by the Lessors
and the Lessees shall be determined on each such occasion by an
independent Surveyor who is actively involved in letting office
premises in the neighborhood of the demised premises to be agreed upon
by the Lessors and the Lessees and in default of agreement to be
appointed by the President of the Royal Institution of Chartered
Surveyors on the written request of the Lessors
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or of the Lessees at any time or times after failure to reach an
agreement as aforesaid (or if such President shall be unable or
unwilling to make such appointment such Surveyor shall be appointed by
such officer of such professional body of surveyors as the Lessors
shall designate) and it is hereby declared
5.1 that the said Surveyor so appointed shall act as an expert
5.2 that the said Surveyor shall have regard to any written submissions to
him by or on behalf of the Lessors or the Lessees
5.3 that no notices or correspondence headed "without prejudice" between
the Lessors and the Lessees or their respective servants employees and
agents shall be disclosed to the said Surveyor
5.4 that the decision of the said Surveyor shall be final and binding on
the parties hereto
5.5 that the fees of the said Surveyor and the costs of shall be borne as
the said Surveyor shall direct
5.6 that if either party shall fail on demand to pay any part of the fees
or costs of appointment of the said Surveyor which such party is due to
pay then the other shall be entitled to pay the same and shall be
entitled to recover the same from the party failing so to pay as a
debt; and
5.7 that if the said Surveyor shall die delay or become unwilling or
incapable of acting or if the President of the Royal Institution of
Chartered Surveyors shall in his absolute discretion think fit the said
President (or such other officer as aforesaid) may discharge the said
Surveyor and appoint another Surveyor in his place
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6. Delay
For the avoidance of doubt it is hereby agreed and declared that if for
any reason whatsoever the yearly rent payable during any year of the
term or during any rent period shall not have been determined by the
commencement of such year or rent period the rent when so determined
shall nevertheless by payable with effect from the commencement of such
year or rent period the Lessees being liable to pay in the meantime the
same yearly rent as was payable in the year immediately prior to the
commencement of such year or rent period and the Lessees being liable
to make up any deficit forthwith on determination thereof and to pay by
way of additional rent an amount equal to interest at the rate of
National Westminster Bank PLC Base Rate from time to time such interest
to be calculated on a day to day basis upon the whole or (as the case
may be) part or parts of such deficit from the date or dates when such
deficit or part or parts thereof would have been due and payable to the
Lessors hereunder if the yearly rent for such year or rent period had
been determined before the commencement of such year or rent period
down to the date of payment of the whole or part (as the case may be)
of such deficit
7. Rent freeze
If at the commencement of any rent period or at the date of
determination of the yearly rent payable at the commencement of any
rent period the Lessors shall be prohibited by any enactment (which
expression shall include any Act of Parliament or instrument regulation
or order) from receiving the whole of such yearly rent in accordance
with the terms of this Lease then the Lessors shall on the occasion
when such enactment is or is to be removed relaxed or modified be
entitled to give one month's notice in writing to the Lessees expiring
at any time on or after the date of such removal relaxation or
modification requiring re-assessment of the yearly rent payable for the
remainder of the rent period in which the expiry of such notice fails
by reference to annual rack rent value as at the date of expiry of such
notice such re-
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assessment to be carried out and the provisions of this Paragraph to
apply as if a new rent period had been created commencing on the date
of expiry of such notice and ending on the expiry of the then current
rent period (as defined in paragraph 3 of this Schedule)
8. Memorandum
The amount of the yearly rent payable in respect of the fifth years of
the term and each subsequent rent period once calculated in accordance
with the provisions of this Schedule shall be recorded on a memorandum
to be prepared by the Lessors' Solicitors the reasonable cost of the
same to be paid by the Lessees to be signed by or on behalf of the
Lessors and the Lessees and to be attached hereto
THE SECOND SCHEDULE ABOVE REFERRED TO
COVENANTS AND AGREEMENTS BY THE SURETY
1. The Surety covenants with the Landlord as a primary obligation:
1.1 that the Lessees or the Surety shall at all times during the term
hereby granted duly perform and observe all the covenants conditions
and other provisions on the part of the Lessees to be observed and
performed in this Lease (including the payment of the rents and all
other sums from time to time payable under this Lease) in the manner
and at the times specified and shall indemnify the Lessors against all
actions proceedings losses liabilities costs damages expenses claims
and demands sustained by the Lessors in any way arising out of or
resulting from any default by the Lessees in the performance and
observance of any such covenants conditions and other provisions
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1.2 that if a liquidator or trustee in bankruptcy shall disclaim or
surrender this Lease or this Lease shall be forfeited or the Lessees
shall die or cease to exist (the date on which any such event occurs
being referred to in this Schedule as "the Relevant Date") then the
Surety shall (if the Lessors by notice in writing given to the Surety
within six months after the Relevant Date so require) accept from and
execute and deliver to the Lessors a counterpart of a new lease of the
demise premises for a term commencing on the Relevant Date and
continuing for the residue then remaining unexpired of the term hereby
granted such new lease to be at the cost of the Surety and to be at the
same rents and subject to the same covenants conditions and provisions
as are contained in this Lease and
2. The Surety is jointly and severally liable with the Lessees (whether
before or after any disclaimer by a liquidator or trustee in
bankruptcy) for the fulfilment of all the Lessees' covenants conditions
and other provisions contained in this Lease and the Lessors in the
enforcement of their rights may proceed against the Surety as if the
Surety were named as the Lessees in this Lease
3. None of the following (or any combination of them) shall release
determine discharge or in any way lessen or affect the liability of the
Surety as principal debtor under this Lease or otherwise prejudice or
affect the liability of the Surety to accept a new lease in accordance
with the provisions of this Schedule:-
3.1 any neglect delay or indulgence or extension of time given by the
Lessors in enforcing payment of the rents or any other sums due under
this Lease or in enforcing the performance or observance of any of the
Lessees' covenants conditions or other provisions contained in this
Lease
3.2 any refusal by the Lessors to accept rents tendered by or on behalf of
the Lessees following a breach of covenant by the Lessees
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3.3 any variation of the terms of this Lease (including any reviews of the
rents payable under this Lease) (other than a material substantial
variation of this Lease having adverse financial effect to which the
Surety is not a party) or the transfer of the Lessors' reversion
3.4 any other act omission matter or thing of any kind by virtue of which
(but for this provision) the Surety would be exonerated either wholly
or in part (other than a release under seal given by the Lessors)
4. This guarantee shall subsist for the benefit of the successors and
assigns of the Lessors under this Lease without the necessity for any
assignment of it
THE THIRD SCHEDULE
CIRCUMSTANCES TO BE SATISFIED PRIOR TO ASSIGNMENT
1. The proposed assignee does not have the benefit of diplomatic or state
immunity (but to avoid doubt this circumstance shall not apply where
the proposed assignee is the Government of the United Kingdom of Great
Britain and Northern Ireland or any Department thereof)
2. The proposed assignee and/or any proposed guarantor of the assignee is
a company registered in (or if an individual is resident in) a
jurisdiction in which the order of a Court obtained in England and
Wales will be enforced without any substantial consideration of the
merits of the case
THE FOURTH SCHEDULE
CONDITIONS TO BE COMPLIED WITH PRIOR TO ASSIGNMENT
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1. On or before any assignment and before giving occupation to the assignee if
reasonably required by the Landlord the delivery to the Landlord by the
Tenant and the immediate former Tenant who is to be released from liability
in the circumstances described in Section 11(2) of the 1995 Act of an
authorised guarantee agreement (as provided for in Section 16 of the 0000
Xxx) in such reasonable form as shall be agreed between the Landlord and
the Tenant
2. On or before any assignment and before giving occupation to the assignee
any guarantor of the Tenant's obligations under the Lease shall covenant by
way of indemnity and guarantee (if more than one jointly and severally) and
in such form as the Landlord shall reasonably require that the Tenant will
observe and perform all its covenants and obligations under any authorised
guarantee agreement entered into by the Tenant
3. The payment to the Landlord of all rents which have fallen due under the
Lease prior to the date of the proposed assignment except in the case of
bona fide dispute or where the Tenant has made an unconditional offer to
pay and the Landlord has refused to accept it
4. The remedying of any subsisting material breach of any Tenant covenant
and/or any personal covenant on the part of the Tenant in this Lease which
is capable of remedy
5. Before the Landlord grants its formal consent to the assignment the Tenant
pays all reasonable costs fees and expenses and internal administrative
costs (including legal surveyors and other professional fees disbursements
and Value Added Tax) properly incurred by the Landlord in connection with
the Tenant's application for consent
6. Any other requirements which the Landlord reasonably imposes as a condition
of granting consent have been complied with
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Executed as a deed (but not delivered until the date hereof) and Signed as a
deed by Symantec (UK) Limited acting by two directors:
/s/ XXXXX XXXXX (director)
/s/ XXXXXX XXXX III (director)
THE COMMON SEAL of )
SYMANTEC )
CORPORATION ) /s/ XXXXX XXXXX
was hereunto affixed )
in the presence of )
EXECUTED AS A DEED (but not delivered until the date hereof) by SYMANTEC
CORPORATION acting by [Xxxxx Xxxxx] its duly authorized signatory in the
presence of:
/s/ XXXXX XXXXX
WITNESS
/s/ XXXXX XXXXXX
NAME: Xxxxx Xxxxxx
Address: 00000 Xxxxx Xxx.
Xxxxxxxxx, XX 00000
Description: Corporate Counsel
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THE COMMON SEAL of )
XXXX XXXXXX BANK )
LIMITED was ) [SEAL]
hereunto affixed in the )
presence of )
Director /s/ Xxxx Xxxxxx Bank Limited
Assistant Secretary /s/ Xxxx Xxxxxx Bank Limited
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