**Exhibit 4.10**

**CONFIDENTIAL INFORMATION REDACTED**

Tower Transfer Agreement 

**Table of Contents**

 
**1.**  **Definitions and Interpretation**  **1****2.**  **Deposit, Bid Bond, Exclusivity and Marketing Rights**  **1**  2.1  The Deposit  1  2.2  Bid Bond  1  2.3  Exclusivity  2  2.4  Marketing Rights  2  2.5  Execution of the Master Lease Agreement  3**3.**  **Initial Conditions Precedent and Termination**  **3**  3.1  Initial Conditions Precedent  3  3.2  Parties must co-operate and act reasonably  3  3.3  Specific obligations of co-operation  4  3.4  Waivers of the Initial Conditions Precedent  4  3.5  Target Tranche 1 Closing Date, Extended Tranche 1 Closing Date and termination of this Agreement  4  3.6  Termination by action prior to the Tranche 1 Completion Date  6  3.7  Termination by Purchaser after Tranche 1 Completion Date  7  3.8  Termination for Material Default after Tranche 1 Completion Date  7**4.**  **Sale and Purchase**  **8**  4.1  Agreement to sell and purchase  8  4.2  The Assets  8  4.3  Pursuit of Completion and Pursuit of Lessor Acknowledgements, Lessor Consents and Specified Permits  8  4.4  Identification of Tranche 1 Assets  9  4.5  Identification of Subsequent Tranche Assets  10  4.6  Completion Notices  10  4.7  Withdrawn Assets and Alternative Tower Sites  11  4.8  Casualty Tower Site  12  4.9  Preliminary Information, Asset Information Packages and Critical Asset Transfer Documents  13  4.10  Material Authorisations  13  4.11  Purchase Price payable on each Completion  14  4.12  Final Date reconciliation  14  4.13  Payments generally  14**5.**  **Conduct following execution**  **15**  5.1  Restrictions on Vendor’s conduct  15  5.2  Obligations on Vendor  15  5.3  Provision of information  16**6.**  **Assignment of Material Contracts and transfer of Assets**  **16**  6.1  Assignment of Material Contracts  16  6.2  Assumption and liability by Purchaser in respect of Material Contracts  17  6.3  Purchaser’s release and indemnity in respect of Material Contracts  17  6.4  Vendor retained Liabilities in respect of Material Contracts  17
  6.5  Risk and Liability in respect of the Assets (excluding the Material Contracts)  17  6.6  Entire assumption of Liability  17**7.**  **Completion**  **18**  7.1  Time and place of scheduled Completion Date actions  18  7.2  Vendor’s Certificate  18  7.3  Vendor’s obligations  18  7.4  Purchaser’s obligations  18  7.5  Interdependency  19  7.6  Fundamental Conditions  19  7.7  IMBs  19  7.8  Lessor Consents, Lessor Acknowledgements and Specified Permits  20**8.**  **Stamping and registration**  **21****9.**  **Warranties and Indemnity**  **21**  9.1  Vendor’s Warranties  21  9.2  Warranties excluded  21  9.3  Disclosures  21  9.4  Conditions of payment and Claims  22  9.5  Vendor’s indemnity  23  9.6  Purchaser’s Acknowledgements  23  9.7  Fraud  24  9.8  Dealing with Vendor Warranty breach after Completion  24  9.9  Reduction of Purchase Price  25  9.10  Notification of Vendor Warranty breach before Completion  25  9.11  Remedies for breach of Vendor Warranty  25  9.12  No Liability where breach  25  9.13  Purchaser’s Warranties  25  9.14  Purchaser’s indemnity  26**10.**  **Confidentiality and Public Announcements**  **26**  10.1  Confidentiality  26  10.2  Public announcements  26**11.**  **Dispute Resolution**  **26****12.**  **Assignment**  **29****13.**  **Force Majeure**  **29****14.**  **General**  **30**  14.1  Notices  30  14.2  Whole agreement  31  14.3  No merger  31  14.4  Governing Law and Jurisdiction  31  14.5  Invalidity  31  14.6  Amendments and Waivers  31  14.7  Counterparts  32  14.8  Cumulative Rights  32  14.9  Further Assurances  32  14.10  Costs and Expenses  32  14.11  Third Party Rights  32
**Schedule 1**  **33**  Tower Sites  33**Schedule 2**  **161**  Revenue Contracts  161**Schedule 3**  **162**  Asset Information Packages and Critical Asset Transfer Documents  162**Schedule 4**  **164**  Vendor Warranties  164**Schedule 5**  **168**  Purchaser Warranties  168**Schedule 6**  **170**  Form of Lessor Acknowledgement and Consent  170  Part A – Lessor Acknowledgement  170  Part B – Lessor Consent  171**Schedule 7**  **173**  Definitions and Interpretation  173**Schedule 8**  **182**  The Deposit  182**Schedule 9**  **184**  Form of Asset Withdrawal Notice  184**Schedule 10**  **185**  Initial Conditions Precedent  185**Schedule 11**  **186**  Form of Early Notice Concerning Assets to be Transferred  186**Schedule 12**  **187**  Form of Completion Notice  187**Schedule 13**  **188**  Form of Casualty Tower Site Notice  188  Part A – Exclusion of Casualty Tower Site  188  Part B – Postponement Of Completion Of Casualty Tower Site  189**Schedule 14**  **190**  Form of Acceptance of Asset Notice  190**Schedule 15**  **191**  Obtaining of Lessor Acknowledgements and Lessor Consents  191**Schedule 16**  **194**  Form of Site Transfer Agreement  194**Schedule 17**  **195**  Form of Material Authorisations Notice  195**Schedule 18**  **196**  Public Announcement  196
**Annexure A**  **198**  Disclosure Material  198**Annexure B**  **199**  Master Lease Agreement  199
**Date** 18 MARCH 2008**Parties** 1.   **PT. Hutchison CP Telecommunications**, a company duly incorporated under the laws of Indonesia of Menara Mulia, 10th Floor, J1. Jend. Gatot Subroto Kav. 9-11, Jakarta Selatan 12930, Indonesia (the ***Vendor***).2.   **PT Profesional Telekomunikasi Indonesia,**a company duly incorporated under the laws of Indonesia of Artha Graha Building, 16th Floor, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia (the ***Purchaser***).**Recitals** A   The Vendor occupies, or has, or will have, a right to occupy, the Tower Sites under the Tower Site Leases.B   The Vendor has agreed to sell and the Purchaser has agreed to purchase the Assets for the Purchase Price on the terms set out in this Agreement.C   The Purchaser has agreed to grant to the Vendor certain rights in relation to the use of the Assets and the Tower Sites on the terms set out in the Master Lease Agreement and the SiteLicences.
**It is agreed** as follows. 

 
**1.****Definitions and Interpretation**
Capitalised termsused in this Agreement and not otherwise defined shall have the respective meanings set out in Schedule 7 (*Definitions and Interpretation*). The interpretation provisions set out in Schedule 7 (*Definitions and Interpretation*) apply tothis Agreement. 

 
**2.****Deposit, Bid Bond, Exclusivity and Marketing Rights**
 
**2.1****The Deposit**
 
 (a)On the date of this Agreement, the Purchaser must pay the Deposit into the Escrow Account. 
 
 (b)The Deposit is to be dealt with in accordance with the terms and conditions set out in Schedule 8 (*The Deposit*). 
 
**2.2****Bid Bond**
Upon receipt by the Escrow Bank of thefull amount of the Deposit in accordance with clause 2.1(a) and Schedule 8 (*The Deposit*), the Vendor will upon confirmation from the Escrow Bank of the receipt of the Deposit immediately return to the Purchaser the Bid Bond (less any amountsdrawn on the Bid Bond in accordance with its terms). 

 

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**2.3****Exclusivity**
 
 (a)During the term of this Agreement: 
 
 (i)the Purchaser will have the exclusive right to purchase the Assets from the Vendor; and 
 
 (ii)the Vendor and its Related Bodies Corporate and their respective officers, directors, employees, agents or representatives (including without limitation any investment bankers,brokers, financial advisors, finders, attorneys or accountants) will not, directly or indirectly, solicit or enter into any discussion, negotiations or agreement with any Third Party or otherwise provide any information to any Third Party inconnection with or relating to the sale and purchase of the Assets. 
 
 (b)The Purchaser acknowledges that the Vendor has, prior to the date of this Agreement, held a competitive bidding process for the sale and purchase of the Assets which has involved:
 
 (i)the provision of information in relation to the Assets to Third Parties; and 
 
 (ii)Third Parties carrying out due diligence on the Assets. 
 
**2.4****Marketing Rights**
In consideration of the Purchaserpaying the Deposit to the Vendor in accordance with clause 2.1, the Vendor permits the Purchaser from the date of payment of the Deposit to market access to the Tower Sites (excluding the Reserved Capacity, as referred to in the Master LeaseAgreement) to Third Parties for their use and occupation on the following conditions. 

 
 (a)Any rights granted or to be granted to Third Parties do not derogate from the rights granted or to be granted to the Vendor pursuant to the Master Lease Agreement, the Site Licencesor any other agreements entered into or to be entered into between the Vendor and the Purchaser. 
 
 (b)The Vendor will provide to the Purchaser reasonable access to the Tower Sites in accordance with clause 5.3(c). 
 
 (c)The Purchaser must comply at all times with all applicable Laws in relation to its marketing activities in respect of the Assets. 
 
 (d)Any representation or agreement the Purchaser makes, gives or enters into (as the case may be) must be made, given or entered into expressly subject to: 
 
 (i)the Purchaser becoming the owner of the Tower Sites in accordance with this Agreement; and 
 
 (ii)the right of the Vendor to withdraw Tower Sites in accordance with clause 4.7. 
 
 (e)The Purchaser must not in any way bind or purport to bind the Vendor to any agreement which it may enter into without the Vendor’s prior written consent.
 
 (f)The Purchaser must not market rights in relation to any Withdrawn Assets of which it is notified in accordance with clause 4.7. 
 

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 (g)The Purchaser shall indemnify and keep indemnified on demand the Vendor against any Claim or Liability arising from or in connection with the Purchaser’s acts or omissionspursuant to this clause 2.4. 
 
 (h)Any costs incurred by the Vendor pursuant to this clause 2.4 which are to be reimbursed by the Purchaser, must be approved by the Purchaser prior to being incurred.
 
**2.5****Execution of the Master Lease Agreement**
 
 (a)At the same time as the Purchaser provides the executed counterpart of this Agreement to the Vendor, the Purchaser must provide the Master Lease Agreement (in the form set out inAnnexure B) in duplicate executed by the Purchaser. 
 
 (b)The Vendor will hold the Master Lease Agreement in escrow pending Tranche 1 Completion. 
 
 (c)On Tranche 1 Completion, the Vendor will release the Master Lease Agreement from escrow and provide to the Purchaser one counterpart of the Master Lease Agreement executed by theVendor in accordance with clause 7.3(b). 
 
**3.****Initial Conditions Precedent and Termination**
 
**3.1****Initial Conditions Precedent**
 
 (a)Tranche 1 Completion will not proceed unless and until the conditions (the ***Initial Conditions Precedent***) set out in Schedule 10 (*Initial Conditions Precedent*)are fulfilled in accordance with this Agreement. 
 
 (b)The Vendor shall deliver to the Purchaser a certificate, dated as of the Tranche 1 Completion Date and duly executed by an authorised representative of the Vendor, in form andsubstance reasonably satisfactory to the Purchaser, certifying that the Initial Conditions Precedent set out in clause 1 of Schedule 10 (*Initial Conditions Precedent*) have been satisfied (but subject to clause 3.4(a)).
 
 (c)The Purchaser shall deliver to the Vendor a certificate, dated as of the Tranche 1 Completion Date and duly executed by an authorised representative of the Purchaser, in form andsubstance reasonably satisfactory to the Vendor, certifying that the Initial Conditions Precedent set out in clause 2 of Schedule 10 (*Initial Conditions Precedent*) have been satisfied (but subject to clause 3.4(b)). 
 
**3.2****Parties must co-operate and act reasonably**
 
 (a)Each party must co-operate with the other and do all things reasonably necessary to procure that the Initial Conditions Precedent are fulfilled prior to the Target Tranche 1 ClosingDate or, if clause 3.5(a)(ii) applies, the Extended Tranche 1 Closing Date. 
 
 (b)Each party must act reasonably in considering whether an Initial Condition Precedent is satisfied. 
 

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**3.3****Specific obligations of co-operation**
Withoutlimiting the generality of clause 3.2: 

 
 (a)each party must make all necessary and appropriate applications and supply all necessary and appropriate information for the purpose of enabling the Initial Conditions Precedent tobe fulfilled; 
 
 (b)no party may withdraw or procure the withdrawal of any application made or information supplied under paragraph (a); 
 
 (c)each party must take all actions and do all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Completions contemplated by thisAgreement; 
 
 (d)no party may take any action that would or would be likely to prevent or hinder the fulfilment of the Initial Conditions Precedent; and 
 
 (e)each party must: 
 
 (i)supply to the other party copies of all applications made and all information supplied for the purpose of enabling the Initial Conditions Precedent to be fulfilled;
 
 (ii)keep the other party informed in a timely manner of the status of any discussions or negotiations with relevant third parties regarding the Initial Conditions Precedent; and
 
 (iii)promptly notify the other party on becoming aware of the fulfilment of any Initial Condition Precedent or of any Initial Condition Precedent becoming incapable of being fulfilled.
 
**3.4****Waivers of the Initial Conditions Precedent**
 
 (a)The Initial Conditions Precedent set out in clauses 1(b), (d) and (f) of Schedule 10 (*Initial Conditions Precedent*) are for the benefit of the Purchaser and mayonly be waived by the Purchaser. Other conditions may only be waived by mutual agreement. 
 
 (b)The Initial Conditions Precedent set out in clause 2 of Schedule 10 (*Initial Conditions Precedent*) are for the benefit of the Vendor and may only be waived by the Vendor.
 
**3.5****Target Tranche 1 Closing Date, Extended Tranche 1 Closing Date and termination of this Agreement**
 
 (a)Subject to paragraphs (b) to (g), if the Initial Conditions Precedent are not fulfilled or waived by: 
 
 (i)the date falling 4 months after the date of this Agreement (the ***Target Tranche 1 Closing Date***), then, subject to paragraphs (c) and (d), the Purchaser may givewritten notice to the Vendor terminating this Agreement with effect from the date falling 15 Working Days after the date of such notice and except for this clause and the Specified Clauses, this Agreement will be null and void and of no effectwithout Liability to either party from the termination date specified in the notice; or 
 

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 (ii)where this Agreement has not been terminated under sub-paragraph (i), the date falling 12 months after the date of this Agreement (the ***Extended Tranche 1 ClosingDate***), then either party may give written notice to the other party terminating this Agreement with effect from the date falling 5 Working Days after the date of such notice and except for this clause and the Specified Clauses, thisAgreement will be null and void and of no effect without Liability to either party from the termination date specified in the notice. 
 
 (b)A party will not be entitled to terminate this Agreement pursuant to paragraph (a) if: 
 
 (i)it has breached its obligations under clauses 3.2, 3.3 or 4.3; and/or 
 
 (ii)the Initial Conditions Precedent have been satisfied or waived on the termination date specified in the notice served under paragraph (a). 
 
 (c)The Vendor may, within the period from receipt (or deemed receipt in accordance with clause 14.1) of a valid notice terminating this Agreement until the expiration of the 15 WorkingDays referred to in paragraph (a)(i), serve a notice on the Purchaser advising that, subject to paragraph (d), the Purchaser will be: 
 
 (i)given full access to not less than 1,000 Tower Sites, such Tower Sites to be selected by the Purchaser from a list of Tower Sites provided by the Vendor which list must includethose of the Tower Sites that have had issued a Conditional Acceptance Certificate, Provisional Acceptance Certificate or RFI Certificate, as the case may be; and 
 
 (ii)entitled: 
 
 (A)to co-locate Third Parties on those Tower Sites outside of the Vendor’s three vertical metres of Reserved Capacity as contemplated in the Master Lease Agreement provided thatthe co-location agreements: 
 
 (1)are on usual commercial terms; and 
 
 (2)do not exceed a period of 10 years and 8 months from the date of the Purchaser’s notice served under paragraph (c); 
 
 (B)to retain the income from those Tower Sites if the Vendor fails to transfer such Tower Sites at Completion, 
and the Purchaser shall indemnify and keep indemnified on demand the Vendor against any Claim or Liability arising from or in connection with thePurchaser’s co-location of Third Parties on those Tower Sites. 

 
 (d)The Purchaser’s rights granted under paragraph (c), including the Purchaser’s entitlement to retain income from Third Parties, will cease on the date of termination ofthis Agreement by the Vendor pursuant to clauses 3.6(a) or 3.8(a). 
 
 (e)Where the Vendor serves a notice under paragraph (c) and complies with its obligations to provide access, this Agreement will not terminate under paragraph (a)(i).
 
 (f)The Extended Tranche 1 Closing Date may be extended by either party by giving to the other party notice in writing of a later date (being not more than 90 days from the initialExtended Tranche 1 Closing Date) if such notice is given not less than 20 Working Days prior to the current Extended Tranche 1 Closing Date. 
 

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 (g)Each of the parties may serve more than one notice under paragraph (f) provided that the aggregate number of days of extension in the notices is not more than 90 days from theinitial Extended Tranche 1 Closing Date. 
 
**3.6****Termination by action prior to the Tranche 1 Completion Date**
 
 (a)The Vendor may terminate this Agreement by notice to the Purchaser before the Tranche 1 Completion Date if: 
 
 (i)the Purchaser Materially Defaults; 
 
 (ii)the Vendor gives written notice of that Material Default to the Purchaser; and 
 
 (iii)such Material Default is not remedied within 30 days of the date of such notice. 
 
 (b)If the Vendor terminates this Agreement under paragraph (a) its remedy will be limited to receipt of the Forfeited Amount in accordance with Schedule 8 (*The Deposit*).
 
 (c)The Purchaser may terminate this Agreement by notice to the Vendor before the Tranche 1 Completion Date if: 
 
 (i)the Vendor Materially Defaults; 
 
 (ii)the Purchaser gives written notice of that Material Default to the Vendor; and 
 
 (iii)such Material Default is not remedied within 30 days of the date of such notice. 
 
 (d)If the Purchaser terminates this Agreement under paragraph (c): 
 
 (i)the Purchaser will be entitled to the Deposit and all amounts standing to the credit of the Escrow Account, which amount must be paid in accordance with clause 4.1(a) of the EscrowAgreement; 
 
 (ii)the Vendor must pay to the Purchaser the Termination Compensation Amount within 10 Working Days of the date of such termination and the Purchaser may pursue any right in order toreceive the Termination Compensation Amount; and 
 
 (iii)its remedy will be limited to return of the Deposit and all amounts standing to the credit of the Escrow Account and receipt of the Termination Compensation Amount.
 
 (e)The Vendor and the Purchaser agree unconditionally that the payment of the Termination Compensation Amount by the Vendor represents: 
 
 (i)the outcome of arms’ length commercial discussions where each party is represented by legal and other advisers, and 
 
 (ii)the parties’ fair and reasonable estimate of the damages, losses and Liabilities which will be incurred by the Purchaser as a result of such default by the Vendor.
 
 (f)A party will not be entitled to terminate this Agreement pursuant to this clause 3.6 if it has breached its obligations under clauses 3.2, 3.3 or 4.3. 
 
 (g)Where a party terminates this Agreement pursuant to this clause 3.6, then except for this clause and the Specified Clauses, this Agreement will be null and void and of no effect.
 

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**3.7****Termination by Purchaser after Tranche 1 Completion Date**
 
 (a)The Purchaser may terminate this Agreement by notice to the Vendor at any time between the period from the Tranche 1 Completion Date until the Completion Date when the Vendor hasCompleted on the transfer to the Purchaser of an aggregate total of not less than 2,000 Tower Sites (and the Assets associated with those Tower Sites) if: 
 
 (i)the Vendor Materially Defaults; 
 
 (ii)the Purchaser gives written notice of that Material Default to the Vendor; and 
 
 (iii)such Material Default is not remedied within 30 days of the date of such notice. 
 
 (b)The Purchaser will not be entitled to terminate this Agreement pursuant to paragraph (a) if it has breached its obligations under clauses 3.2, 3.3 or 4.3.
 
 (c)If the Purchaser terminates this Agreement under paragraph (a): 
 
 (i)the Vendor must pay to the Purchaser the Termination Compensation Amount within 10 Working Days of the date of such termination and the Purchaser may pursue any right in order toreceive the Termination Compensation Amount; and 
 
 (ii)its remedy will be limited to receipt of the Termination Compensation Amount. 
 
 (d)The Vendor and the Purchaser agree unconditionally that the payment of the Termination Compensation Amount by the Vendor represents: 
 
 (i)the outcome of arms’ length commercial discussions where each party is represented by legal and other advisers; and 
 
 (ii)the parties’ fair and reasonable estimate of the damages, losses and Liabilities which will be incurred by the Purchaser as a result of such default by the Vendor.
 
 (e)For the avoidance of doubt, the parties agree and acknowledge that if 2,000 Tower Sites (and the Assets associated with those Tower Sites) or more are transferred to the Purchaseron the Tranche 1 Completion Date, this clause 3.7 will not apply. 
 
 (f)Where the Purchaser terminates this Agreement pursuant to this clause 3.7, then except for this clause and the Specified Clauses, this Agreement will be null and void and of noeffect. 
 
**3.8****Termination for Material Default after Tranche 1 Completion Date**
 
 (a)The Vendor may terminate this Agreement by notice to the Purchaser after the Tranche 1 Completion Date if: 
 
 (i)the Purchaser Materially Defaults; 
 
 (ii)the Vendor gives written notice of that Material Default to the Purchaser; and 
 
 (iii)such Material Default is not remedied within 30 days of the date of such notice. 
 
 (b)The Purchaser may terminate this Agreement by notice to the Vendor after the Tranche 1 Completion Date if: 
 
 (i)the Vendor Materially Defaults; 
 
 (ii)the Purchaser gives written notice of that Material Default to the Vendor; and 
 
 (iii)such Material Default is not remedied within 30 days of the date of such notice. 
 

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 (c)Where a party terminates this Agreement pursuant to this clause 3.8, then except for this clause and the Specified Clauses, this Agreement will be null and void and of no effect.
 
**4.****Sale and Purchase**
 
**4.1****Agreement to sell and purchase**
 
 (a)The Vendor agrees to sell, and the Purchaser agrees to purchase, the Assets free of Encumbrances on the terms set out in this Agreement. 
 
 (b)The sale and purchase of: 
 
 (i)the Tranche 1 Assets will take effect on the date of the Tranche 1 Completion; and 
 
 (ii)Subsequent Tranche Assets will take effect on the relevant date of the Subsequent Completion for that asset, 
in each case as provided for in this Agreement. 

 
**4.2****The Assets**
As at the date of this Agreement, thereare 3,692 Tower Sites listed in Schedule 1 (*Tower Sites*). In this regard, the parties agree and acknowledge that: 

 
 (a)it is the intention of both parties that all such Tower Sites be transferred under this Agreement; 
 
 (b)notwithstanding the parties’ intention under paragraph (a), the Vendor may be unable to transfer all such Tower Sites to the Purchaser prior to the Final Date for variousreasons, including without limitation: 
 
 (i)inability to obtain a Critical Asset Transfer Document; 
 
 (ii)a Tower Site becoming a Casualty Tower Site; or 
 
 (iii)delayed procurement and construction by the Network Provider, 
and that the Vendor shall not be considered to be in breach or default under any provision of this Agreement if less than 3,692 Tower Sites are transferred to the Purchaser prior to the Final Date, provided that the Vendor has complied withclause 4.3(a) and clause 4.7(d); and 

 
 (c)they will work co-operatively to achieve an orderly and efficient sale and purchase process with the aim of transferring the maximum number of Tower Sites possible.
 
**4.3****Pursuit of Completion and Pursuit of Lessor Acknowledgements, Lessor Consents and Specified Permits**
 
 (a)The Vendor must use its best endeavours to obtain and deliver to the Purchaser Asset Information Packages and Critical Asset Transfer Documents for each Tower Site that it is ableto transfer to the Purchaser (taking into account the provisions of clause 4.2). 
 
 (b)The parties agree and acknowledge that they will each work together and with the Network Provider in order to pursue Completion. 
 

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 (c)The parties agree to meet each week from the date of this Agreement until the Final Date to discuss the Vendor’s progress in satisfying the Initial Conditions Precedent andobtaining the Critical Asset Transfer Documents. 
 
 (d)The Vendor shall keep the Purchaser informed in respect of its intentions in relation to the scheduling of Subsequent Completions. 
 
 (e)The Vendor must use its best endeavours to obtain a Lessor Acknowledgement or Lessor Consent (as the case may be) from each Lessor under a Tower Site Lease to be transferred to thePurchaser. For this purpose, the parties agree that the Vendor will be taken to have used its best endeavours by requiring the assistance of the Purchaser on the terms set out in Schedule 15 (*Obtaining of Lessor Acknowledgements and LessorConsents*) (as contemplated in clause 4.3(f)) provided that: 
 
 (i)promptly following the date of this Agreement, the Vendor ends notices to each Lessor (where a Tower Site Lease has been entered into) informing such Lessor of the pending transferof the applicable Tower Site Lease, and, if necessary, requesting a Lessor Acknowledgement or Lessor Consent (as the case may be); and 
 
 (ii)the Vendor performs the obligations undertaken by it in Schedule 15 (*Obtaining of Lessor Acknowledgements and Lessor Consents*) in accordance with its terms.
The undertaking in this paragraph survives the Completion of an Asset and continues through the applicable Lessor ConsentPeriod for an Asset. 

However nothing in this Agreement will require the Vendor to make or agree to make any payment or agree to anyconditions which a Lessor requests or seeks to impose as a condition for that Lessor providing a requested Lessor Consent or Lessor Acknowledgment. 

 
 (f)The Purchaser agrees to assist the Vendor in obtaining the Lessor Acknowledgements and the Lessor Consents on the terms set out in Schedule 15 (*Obtaining of LessorAcknowledgements and Lessor Consents*). 
 
 (g)Nothing in this clause 4.3 or Schedule 15 (*Obtaining of Lessor Acknowledgements and Lessor Consents*) will imposes on the Purchaser any Liability with respect to the obtainingof the Lessor Acknowledgements and the Lessor Consents except to the extent that the Purchaser materially breaches the obligations which it has undertaken in Schedule 15 (*Obtaining of Lessor Acknowledgements and Lessor Consents*).
 
 (h)For each Tower Site in respect of which Completion has occurred without a Specified Permit having been obtained at the Completion Date for that Tower Site, the Vendor agrees to usebest endeavours to obtain any outstanding Specified Permits during a Lessor Consent Period. 
 
**4.4****Identification of Tranche 1 Assets**
 
 (a)As soon as reasonably practicable after the date of this Agreement, the Vendor must provide notice in writing to the Purchaser substantially in the form set out in Schedule 11(*Form of Early Notice Concerning Assets to be Transferred*) identifying the Tower Sites (and the Assets relevant to those Tower Sites) which are likely to constitute the Tranche 1 Assets. 
 

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 (b)The Vendor may serve more than one notice under paragraph (a) provided that the form is served prior to the issue of a Completion Notice in respect of the proposed Tranche 1Completion Date under clause 4.6. Where more than one notice is served in respect of a proposed Completion the latest in time shall prevail and any previous notices issued in respect to that Completion shall be terminated. 
 
**4.5****Identification of Subsequent Tranche Assets**
 
 (a)From time to time prior to the Final Date, the Vendor must provide notice in writing to the Purchaser substantially in the form set out in Schedule 11 (*Form of Early NoticeConcerning Assets to be Transferred*) identifying particular Subsequent Tranche Assets which are likely to constitute a group of Subsequent Tranche Assets which are to be transferred on a proposed Subsequent Completion Date.
 
 (b)The Vendor may serve more than one notice under paragraph (a) provided that the Vendor must not serve a notice in respect of a Subsequent Tranche Asset and a proposedSubsequent Completion Date if it has issued a Completion Notice in respect of that Subsequent Completion Date under clause 4.6. 
 
 (c)The Vendor: 
 
 (i)will use reasonable endeavours to identify not less than 300 Tower Sites for each Subsequent Completion; and 
 
 (ii)must identify at least 100 Tower Sites for each proposed Subsequent Completion, except for the final sale and transfer of Subsequent Tranche Assets. 
 
**4.6****Completion Notices**
 
 (a)The Vendor will issue a notice in the form of Schedule 12 (*Form of Completion Notice*) to the Purchaser requiring the Purchaser to Complete on the Tranche 1 Assets orSubsequent Tranche Assets (as the case may be) (a ***Completion Notice***). That notice must: 
 
 (i)not be given later than 30 Working Days prior to the proposed Completion Date specified in that Completion Notice; 
 
 (ii)specify each of the relevant Tower Sites which are to be transferred at the proposed Completion; and 
 
 (iii)be accompanied by an Asset Information Package in relation to each Tower Site which is to be transferred at the proposed Completion (to the extent that an Asset Information Packagehas not previously been provided to the Purchaser). 
 
 (b)The Vendor may not modify or amend the Completion Notice or the Tower Sites subject to that Completion Notice after delivery of such Completion Notice without the consent of thePurchaser, and in no event will any changes be made to the Completion Notice or the Tower Sites subject to that Completion Notice within 5 Working Days prior to the relevant scheduled Completion (except where a Tower Site has become a Casualty TowerSite in that time, in which case, clause 4.8 will apply). 
 
 (c)The parties acknowledge and agree that it is their intention to Complete as soon as possible after service of the Completion Notice by the Vendor. 
 

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 (d)Where the Purchaser is in a position to Complete earlier than the Completion Date specified in the Completion Notice, the Purchaser agrees to provide notice to the Vendor advisingof an alternative Completion Date (such date being earlier than the Completion Date specified in the Completion Notice). Subject to the Vendor confirming in writing to the Purchaser that the alternative Completion Date is acceptable, the partiesagree that the alternative Completion Date will be the proposed Completion Date. 
 
**4.7****Withdrawn Assets and Alternative Tower Sites**
 
 (a)Notwithstanding any other provision of this Agreement (but subject to paragraph (b)), if prior to the issue of a Completion Notice for a Tower Site the Vendor determines that theAssets associated with that Tower Site should be retained by the Vendor and excluded from the sale and purchase contemplated by this Agreement (each a ***Withdrawn Asset***), the Vendor may give written notice substantially in the form ofnotice in Schedule 9 (*Form of Asset Withdrawal Notice*) to the Purchaser identifying the Withdrawn Asset (an ***Asset Withdrawal Notice***). 
 
 (b)An Asset Withdrawal Notice may not be given in respect of a Tower Site if: 
 
 (i)a Completion Notice has been issued by the Vendor in respect of that Tower Site; 
 
 (ii)to do so would result in a breach of paragraph (d)(i); or 
 
 (iii)the Vendor has agreed in writing upon the Purchaser’s request not to issue an Asset Withdrawal Notice in respect of that Tower Site (including where such agreement has beenmade in the context of discussions between the parties further to clause 2.4). 
 
 (c)Upon receipt (or deemed receipt in accordance with clause 14.1) of an Asset Withdrawal Notice: 
 
 (i)the Withdrawn Asset will be excluded as an Asset for all purposes of this Agreement; and 
 
 (ii)the Purchaser’s permission to market such Asset in accordance with clause 2.4 will automatically terminate. 
 
 (d)The parties acknowledge and agree that the Vendor may withdraw: 
 
 (i)at its discretion and including those Tower Sites which do not Complete in accordance with clause 9.10(d), up to a maximum of 5% of the Tower Sites specified in Schedule 1 (*TowerSites*) at the date of this Agreement; and 
 
 (ii)any Casualty Tower Site, subject to the Purchaser’s rights under clause 4.8(c). 
 
 (e)The parties agree and acknowledge that the Vendor may substitute a Tower Site referred to in Schedule 1 (*Tower Sites*) with any other tower site owned by the Vendor (the***Alternative Tower Site***). 
 
 (f)Where the Vendor substitutes a Tower Site for an Alternative Tower Site, the Alternative Tower Site will be deemed to be a Tower Site for the purposes of this Agreement.
 

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**4.8****Casualty Tower Site**
 
 (a)Notwithstanding any other provision of this Agreement, the Purchaser will not be required to proceed to the Completion of the Assets at a Casualty Tower Site.
 
 (b)As soon as reasonably practicable after the Vendor becomes aware of a Casualty Tower Site, the Vendor must give to the Purchaser a notice in writing substantially in the form ofnotice in Schedule 13 (*Form of Casualty Tower Site Notice*) specifying: 
 
 (i)the identity and location of the Casualty Tower Site; 
 
 (ii)the nature of the facts and circumstances as to why the Tower Site is a Casualty Tower Site; and 
 
 (iii)whether the Vendor proposes to: 
 
 (A)exclude such Casualty Tower Site from this Agreement on the basis that it is not commercially reasonable to repair or reinstate such Casualty Tower Site, such that the Assets at theCasualty Tower Site will be Withdrawn Assets in accordance with clause 4.7; or 
 
 (B)repair or reinstate the Casualty Tower Site to the condition that it was in immediately prior to the casualty occurring such that Completion in respect of that Casualty Tower Sitewill not occur before such reparation or reinstatement. 
 
 (c)Despite the Vendor’s election under paragraph (b)(iii)(A), the Purchaser may serve a notice in writing on the Vendor within 20 Working Days of the Vendor’s notice,advising that the Purchaser intends to purchase the Casualty Tower Site (the ***Purchase Notice***). 
 
 (d)Where the Purchaser serves the Purchase Notice, in respect of that Casualty Tower Site: 
 
 (i)Completion will occur on the next scheduled Completion Date (provided that the Vendor is able to provide the Critical Asset Transfer Documents); 
 
 (ii)the Purchaser must repair or reinstate the Casualty Tower Site as soon as reasonably practicable after Completion to a standard at least as comparable as set out in the plans andspecifications for that Casualty Tower Site; 
 
 (iii)the Vendor’s rights and obligations under the Master Lease Agreement and the Site Licence as applicable to that Casualty Tower Site (including the obligation to make payments)will be suspended until the Casualty Tower Site has been repaired and reinstated in accordance with sub-paragraph (ii); 
 
 (iv)the Vendor must file with its insurer any insurance claim it may have in respect of the casualty occurring as soon as reasonably practicable after that event and provide a copy tothe Purchaser; and 
 
 (v)the Vendor must pay to the Purchaser the proceeds of any insurance paid to the Vendor in respect of the Assets at the Casualty Tower Site within 10 Working Days of receipt by theVendor. 
 
 (e)The Vendor shall use its best endeavours to repair or reinstate any Casualty Tower referred to in paragraph (b)(iii)(B). 
 

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**4.9****Preliminary Information, Asset Information Packages and Critical Asset Transfer Documents**
 
 (a)The Vendor will issue the Preliminary Information to the Purchaser as soon as practicable in order for the Purchaser to use its reasonable endeavours to assist the Vendor with theVendor’s obligation to procure the Lessor Acknowledgements and the Lessor Consents in accordance with Schedule 15 (*Obtaining of Lessor Acknowledgements and Lessor Consents*). 
 
 (b)The Vendor may issue an Asset Information Package even if it does not include all of the information and documents listed in clause 1 of Schedule 3 (*Asset Information Packagesand Critical Asset Transfer Documents*). However, the Purchaser will not be required to Complete in respect of a Tower Site unless all Critical Asset Transfer Documents are provided to the Purchaser at least 5 Working Days prior to Completion (ascontemplated in clause 7.6). 
 
 (c)The Vendor may provide as part of an Asset Information Package sent together with a Completion Notice: 
 
 (i)copies of any documents, rather than originals; and 
 
 (ii)to the extent that any document transfers or releases rights or obligations, an unexecuted draft of that document in the form that it will be executed by relevant persons.
 
 (d)If Completion does not occur on a Tower Site in respect of which an Asset Information Package or Critical Asset Transfer Documents have been provided by the Vendor to the Purchaser,the Purchaser shall promptly at the written request of the Vendor return all such documents to the Vendor. 
 
**4.10****Material Authorisations**
 
 (a)If, not less than 5 Working Days prior to a Completion Date, the Purchaser believes that any Material Authorisations relevant to a Tower Site have not provided with any AssetInformation Package or proposed Critical Asset Transfer Document, the Purchaser may advise the Vendor by notice in writing substantially in the form in Schedule 17 (*Form of Material Authorisations Notice*) of the Material Authorisations whichthe Purchaser believes to be missing in respect of a Tower Site (the ***Material Authorisations Notice***). 
 
 (b)The Material Authorisations Notice must have attached to it an opinion (with supporting reasons) from a Qualified Indonesian Legal Counsellor confirming that the Authorisationsspecified in the Material Authorisations Notice are Material Authorisations. 
 
 (c)Where the Purchaser provides the Material Authorisations Notice in accordance with paragraph (b), the Vendor must pay or reimburse half of the costs of the Qualified IndonesianLegal Counsellor, provided that those costs must be approved by the Vendor (acting reasonably) prior to being incurred. 
 
 (d)The decision of the Qualified Indonesian Legal Counsellor will be final and binding on the parties. 
 
 (e)Notwithstanding the provisions of this clause 4.10, if the Purchaser chooses to Complete on a Tower Site without a Material Authorisation, unless otherwise agreed by the Vendor, theVendor will not have any further obligation to provide a Material Authorisation for that Tower Site. 
 

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**4.11****Purchase Price payable on each Completion**
 
 (a)On each Completion Date, the Purchaser must pay to the Vendor a proportion of the Purchase Price calculated in accordance with the following formula: 
CPP = APP x CTS 

 
where:  CPP  is the proportion of the Purchase Price payable at the relevant CompletionCTS  is the number of Tower Sites which, at the relevant Completion Date, are to be Completed pursuant to this AgreementAPP  is the Asset Purchase Price
 
 (b)The Purchase Price to be paid on a Completion Date can be paid (in whole or part, as the case may be) by transfer of amounts standing to the credit of the Escrow Account.
 
 (c)The parties will work together to develop and agree Completion mechanics (involving the Network Provider’s Lender) as soon as practicable and with the intention of doing sowithin 30 days of the date of this Agreement, which provides for the simultaneous interdependent Completion contemplated in clause 7.5. 
 
**4.12****Final Date reconciliation**
If on the Final Datethere are any Non-Completed Assets, such Non-Completed Assets will be excluded as an Asset for all purposes of this Agreement. 

 
**4.13****Payments generally**
 
 (a)All payments must be made in United States Dollars (except where this Agreement provides to the contrary) and without any set-off, deduction, withholding or other reduction.
 
 (b)The Purchaser is responsible for the payment of value added tax on any payments due by it to the Vendor under this Agreement. Accordingly: 
 
 (i)the Purchaser must pay to the Vendor the amount of any such value added tax as identified in any invoice issued by the Vendor (including with respect to payment of the PurchasePrice for an Asset). Such invoice will stipulate the amount of the payment in Indonesian Rupiah; and 
 
 (ii)the Vendor will provide evidence to the Purchaser of the payment of such value added tax to the relevant Governmental Agency upon receipt of the same. 
 
 (c)The Purchaser and the Vendor shall equally share any other transfer taxes and notary fees of any kind whatsoever in respect of the transactions contemplated by this Agreement(excluding any corporate income tax payable by the Vendor in connection with receipt of the Purchase Price). The parties agree to cooperate in performing all legal matters related to the Completion and related transfer of the Tower Sites in order tominimise all related costs, duties and taxes. 
 

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 (d)All payments required to be made under this Agreement must be received into the payee’s account by way of transfer of immediately available funds to a bank account notified bythe payee to the payer (such notification to occur not less than 3 Working Days before the date payment must be made), on the due date for payment. Any payment received under this Agreement after the relevant due date for payment will accrueinterest under clause (e) accordingly. 
 
 (e)If any party fails to pay any amount payable by it under or in accordance with this Agreement (including the Purchase Price) that party must, if demand is made, pay simple intereston that amount from the due date for payment until that amount is paid in full at the Interest Rate. The right to require payment of interest under this clause is without prejudice to any other rights the non-defaulting party may have against thedefaulting party at law or in equity. 
 
**5.****Conduct following execution**
 
**5.1****Restrictions on Vendor’s conduct**
The Vendormust not, from the date of this Agreement, without the prior written consent of the Purchaser (except where the Vendor is required to do so under a Material Contract or by Law, in which case the Vendor must promptly notify the Purchaser of therequired conduct): 

 
 (a)negotiate or enter into any lease, licence or other tenancy arrangement (including any new or replacement Lease) regarding any of the Assets or the Tower Sites;
 
 (b)consent to an assignment, transfer or novation of any Material Contract; 
 
 (c)accept a surrender, revoke or permit termination of any Material Contract; 
 
 (d)exercise or enforce any right of termination or re-entry under any Material Contract; 
 
 (e)grant or consent to any new right concerning an Asset or Tower Site; 
 
 (f)agree to a review of the rent under any Material Contract; 
 
 (g)consent to a variation or amend the term of any Material Contract; 
 
 (h)grant an Encumbrance over any Material Contract or Asset; 
 
 (i)actively solicit any Third Party to occupy any space on any Tower or Tower Site; or 
 
 (j)solicit or enter into any arrangement that would result in any transfer of the Vendor’s interest in any Material Contract or Asset other than as contemplated by this Agreementor required by the relevant Material Contract. 
 
**5.2****Obligations on Vendor**
The Vendor must, pendingCompletion in accordance with this Agreement: 

 
 (a)carry on the operation and use of the Tower Sites in the ordinary and normal course; 
 
 (b)maintain the Assets in good repair and condition; 
 
 (c)comply with all Laws in relation to the use of the Assets; 
 
 (d)comply with the terms of the Material Contracts; and 
 

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 (e)confer on a regular basis with the Purchaser to report material operational matters and the general status related to the maintenance, installations, modifications and operation ofthe Tower Sites and in relation to the scheduling of Subsequent Completions. 
 
**5.3****Provision of information**
 
 (a)In respect of each Tower Site, the Vendor agrees to provide to the Purchaser, as soon as reasonably practicable after they are available: 
 
 (i)copies of the Asset Information Package; and 
 
 (ii)copies of each Critical Asset Transfer Document. 
 
 (b)If requested by the Purchaser, the Vendor agrees to provide to the Purchaser, as soon as possible following the request (and provided it is available), copies of any documents whichmay be a Critical Asset Transfer Document or form part of the Asset Information Package to the extent such document has not been provided to the Purchaser under paragraph (a). 
 
 (c)From the date of this Agreement until the earlier of: 
 
 (i)termination of this Agreement; and 
 
 (ii)Completion in respect of a relevant Tower Site; 
theVendor agrees to allow the Purchaser reasonable access, as soon as practicable following a request from the Purchaser, to: 

 
 (iii)each Tower Site in order for the Purchaser to conduct surveys reasonably required by the Purchaser, provided that the Purchaser complies with the Tower Site Lease and any reasonabledirections of the Vendor and any relevant Third Party in respect of that Tower Site; and 
 
 (iv)those employees and agents of the Vendor as the Purchaser reasonably requires, provided that the Purchaser complies with any reasonable directions of the Vendor in respect of thoseemployees and agents. 
 
**6.****Assignment of Material Contracts and transfer of Assets**
 
**6.1****Assignment of Material Contracts**
The VendorAssigns in favour of the Purchaser all of its rights, title, interest, and benefit, and transfers all obligations and burden, in and to the Material Contracts: 

 
 (a)for the Tranche 1 Assets, with effect from Tranche 1 Completion; and 
 
 (b)for the Subsequent Tranche Assets, with effect from the Subsequent Completion Date for the relevant Assets, 
and the Purchaser accepts the Assignment. 

 

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**6.2****Assumption and liability by Purchaser in respect of Material Contracts**
The Purchaser must from the relevant date referred to in clause 6.1, assume responsibility for the performance of, and perform and comply with the terms of, all Material Contracts at the risk and expense of thePurchaser. 

 
**6.3****Purchaser’s release and indemnity in respect of Material Contracts**
The Purchaser: 

 
 (a)releases the Vendor from all Claims and Liability which the Purchaser may have or claim to have or but for this release might have had against the Vendor arising out of the MaterialContract after the relevant Completion Date; and 
 
 (b)with effect on and from the relevant Completion Date, agrees to indemnify the Vendor against any Liability that arises or relates to a period after the relevant Completion Date andthat is incurred by the Vendor under the Material Contracts arising as a result of any acts or omissions of the Purchaser or its employees or agents. 
 
**6.4****Vendor retained Liabilities in respect of Material Contracts**
The Vendor: 

 
 (a)will be responsible for all Claims and Liability incurred by the Purchaser under the Material Contracts which arose or relate to a period prior to the relevant Completion Date orotherwise caused by the acts or omissions of the Vendor or its employees or agents; and 
 
 (b)agrees to indemnify the Purchaser against any Liability incurred by the Purchaser under the Material Contracts which arose or relates to a period prior to the relevant CompletionDate. 
 
**6.5****Risk and Liability in respect of the Assets (excluding the Material Contracts)**
 
 (a)Title to, property in, risks and Liability in respect of the Assets (excluding the Material Contracts): 
 
 (i)until Completion of the relevant Asset, remains solely with the Vendor; and 
 
 (ii)subject to the provisions of this Agreement, passes to the Purchaser with effect from Completion of the relevant Asset. 
 
 (b)The Vendor agrees to indemnify the Purchaser against any Liability incurred by the Purchaser in respect of the Assets (excluding the Material Contracts) which arose or relates to aperiod prior to the relevant Completion Date. 
 
 (c)The Purchaser, with effect on and from the relevant Completion Date, agrees to indemnify the Vendor against any Liability incurred by the Vendor that arises or relates to a periodafter the relevant Completion Date in respect of the Assets (excluding the Material Contracts) arising as a result of any acts or omissions of the Purchaser or its employees or agents. 
 
**6.6****Entire assumption of Liability**
The Purchaser andthe Vendor agree that the Purchaser will only assume the Liabilities and obligations in respect of the Assets set forth in this clause 6. 

 

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**7.****Completion**
 
**7.1****Time and place of scheduled Completion Date actions**
The actions outlined in clauses 7.3 and 7.4 will take place at 10.00am (Jakarta time) on the relevant Completion Date at the offices of the Vendor or such other time and/or place as the parties agree. 

 
**7.2****Vendor’s Certificate**
On the second WorkingDay before each Completion Date, the Vendor must deliver to the Purchaser a certificate (the ***Vendor’s Certificate***) signed by the Vendor’s authorised representative certifying that as at the relevant Completion Date the VendorWarranties are true, complete and accurate and not misleading or, if the Vendor is aware of anything which has occurred since the date of this Agreement to make any Vendor Warranty untrue, incomplete, inaccurate or misleading, giving fullparticulars of the event and the nature and extent of it. 

 
**7.3****Vendor’s obligations**
 
 (a)On each Completion Date, the Vendor must deliver to the Purchaser, for each Tower Site which is to be transferred on that Completion Date: 
 
 (i)constructive possession and control of those Tower Sites; 
 
 (ii)subject to the obtaining of Lessor Consents and Lessor Acknowledgments, the entire right, title and interest in and to the Assets at the Tower Site, free and clear of allEncumbrances; 
 
 (iii)to the extent they have not been previously provided by the Vendor to the Purchaser: 
 
 (A)documents which form part of the Asset Information Package; and 
 
 (B)each Critical Asset Transfer Document; and 
 
 (iv)payment of the proportion of the Lease Fee (as defined in the Master Lease Agreement) in accordance with clause 7.1(a) of the Master Lease Agreement. 
 
 (b)On the Tranche 1 Completion Date, the Vendor must also deliver to the Purchaser one counterpart of the Master Lease Agreement duly executed by both parties.
 
**7.4****Purchaser’s obligations**
 
 (a)On each Completion Date, the Purchaser must deliver to the Vendor, for each Tower Site which is to be transferred on that Completion Date: 
 
 (i)one counterpart of each Site Licence duly executed by the Purchaser; 
 
 (ii)the portion of the Purchase Price determined to be payable on the Completion Date in accordance with clause 4.10 (together with any value added tax as contemplated in clause4.13(b)); and 
 
 (iii)an Acceptance of Asset Notice executed by the Purchaser. 
 
 (b)On the Tranche 1 Completion Date, the Purchaser must also deliver to the Vendor the notice to the Escrow Bank authorising the Deposit to be paid to the Vendor’s direction inaccordance with clause 4.4 of the Escrow Agreement. 
 

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**7.5****Interdependency**
The obligations of the parties tothe relevant Completion Date are interdependent. Those obligations will be taken for all purposes not to have occurred unless and until all deliveries and payments required by clauses 7.3 and 7.4 have been made. 

 
**7.6****Fundamental Conditions**
The parties agree andacknowledge that no party shall be required to Complete under this Agreement unless: 

 
 (a)in respect of the Tranche 1 Completion Date, the Initial Conditions Precedent have been satisfied or waived in accordance with this Agreement; 
 
 (b)in respect of all Completion Dates, each Critical Asset Transfer Document and a Vendor’s Certificate has been provided by the Vendor to the Purchaser; and
 
 (c)in respect of all Completion Dates the Master Lease Agreement is in full force and effect in accordance with its terms. 
 
**7.7****IMBs**
 
 (a)Notwithstanding that Completion may have occurred in respect of a Tower Site without the relevant IMB, the Vendor agrees to use best endeavours to obtain any outstanding IMB duringthe [***] period from the Completion Date of that Tower Site (the ***IMB Period***). The Vendor shall keep the Purchaser informed in respect of its progress in obtaining such outstanding IMBs on a quarterly basis, and immediately provide theoriginal IMB to the Purchaser once obtained. 
 
 (b)If, despite using best endeavours, the Vendor is unable to obtain the relevant IMB during the IMB Period, on and from the expiration of the IMB Period: 
 
 (i)the Purchaser releases the Vendor from any further obligation to obtain the IMB; and 
 
 (ii)the Purchaser will be responsible for obtaining the IMB and all Liability arising out of or in connection with it. 
 
 (c)If, in respect of a Tower Site during its IMB Period that Tower Site is required to be dismantled or otherwise becomes unusable by the Purchaser as a result of the actions of aGovernmental Agency which are based on that Tower Site not having an IMB, the Vendor shall, upon that Tower Site being dismantled or becoming unusable refund to the Purchaser an amount determined by the following formula: 
RP = APP – VLP 

 
where:  RP  is the refund payment due to the PurchaserAPP  is the Asset Purchase PriceVLP  is the amount of any lease payments made by the Vendor to the Purchaser in respect of that Tower Site
 

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 (d)The refund payment is the sole remedy of the Purchaser, and total Liability of the Vendor to the Purchaser, in connection with the dismantling of, or inability to use the Tower Sitedue to the Tower Site not having an IMB. 
 
**7.8****Lessor Consents, Lessor Acknowledgements and Specified Permits**
 
 (a)If a Lessor Consent, Lessor Acknowledgement or Specified Permit is not obtained during the Lessor Consent Period, on and from the expiration of the Lessor Consent Period:
 
 (i)the Purchaser releases the Vendor from any further obligation to obtain the Lessor Consent, Lessor Acknowledgement or Specified Permit; and 
 
 (ii)the Purchaser will be responsible for obtaining the Lessor Consent, Lessor Acknowledgement or Specified Permit and all Liability arising out of or in connection with them.
 
 (b)If, at the end of the Lessor Consent Period: 
 
 (i)the relevant Lessor Consent, Lessor Acknowledgement or Specified Permit has not been obtained; and 
 
 (ii)the Purchaser has provided assistance to the Vendor in accordance with Schedule 15 (*Obtaining of Lessor Acknowledgements and Lessor Consents*) in relation to the LessorConsent or Lessor Acknowledgement, 
then the Purchaser shall have the option, exercised by written notice and delivered tothe Vendor within 60 days after the expiration of the Lessor Consent Period, to transfer the Tower Site back to the Vendor at a price equal to: 

PP = APP – VLP 

 
where:  PP  is the purchase price due to the PurchaserAPP  is the Asset Purchase PriceVLP  is the amount of any lease payments made by the Vendor to the Purchaser in respect of that Tower Site
 
 (c)In transferring the Tower Site back to the Vendor pursuant to paragraph (b), the Purchaser must do all things necessary to transfer all right, title and interest in and to theAssets at that Tower Site, including for the avoidance of doubt: 
 
 (i)transferring the Tower Site Leases back to the Vendor; 
 
 (ii)transferring any Revenue Contracts to the Vendor and any revenue contracts which were entered into by the Purchaser; and 
 
 (iii)discharging any Encumbrances over the Purchaser’s right, title and interest in the Assets at that Tower Site. 
 
 (d)Prior to the transfer of the Tower Site back to the Vendor pursuant to paragraph (b), the Purchaser must ensure that any revenue contracts entered into by the Purchaser or anyvariations to any Revenue Contracts which were transferred to the Purchaser, are on usual and reasonable commercial terms entered into on an arm’s length basis. 
 

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**8.****Stamping and registration**
 
 (a)The Vendor will attend to the stamping and registration of the Completion Documents (if required). 
 
 (b)All costs related to the stamping, registration and notarisation of this Agreement and the Completion Documents (if required) will be shared equally by the parties.
 
**9.****Warranties and Indemnity**
 
**9.1****Vendor’s Warranties**
 
 (a)The Vendor represents and warrants to the Purchaser that, except as expressly provided in this Agreement or disclosed to the Purchaser in the Disclosure Material, each of the VendorWarranties in Schedule 4 (*Vendor Warranties*) is true, complete and accurate and not misleading as at: 
 
 (i)the date of this Agreement; and 
 
 (ii)subject to anything disclosed in the Vendor’s Certificate served in respect of a Completion, each relevant Completion Date. 
 
 (b)Each Vendor Warranty is a separate representation and warranty, the interpretation of which is not limited or restricted by any other warranty. 
 
**9.2****Warranties excluded**
Except for the warrantiesexpressly set out in this Agreement, all warranties (whether express, implied, written, oral, collateral, statutory or otherwise) on the part of the Vendor are excluded to the maximum extent permitted by Law. 

 
**9.3****Disclosures**
The Vendor is not liable to make anypayment (whether by way of damages or otherwise) in respect of any Claim for breach of any Vendor Warranty to the extent that the Claim is based on any fact, matter or circumstance that as at the date of this Agreement: 

 
 (a)was disclosed in or otherwise reasonably identifiable from the information provided to the Purchaser in the Disclosure Material; 
 
 (b)relates to any Liability disclosed in or otherwise reasonably identifiable from the information provided to the Purchaser in the Disclosure Material; or 
 
 (c)is within the actual knowledge of the Purchaser or a Related Body Corporate of the Purchaser or any of their representatives. 
For the purposes of paragraph (c), the Purchaser or a Related Body Corporate of the Purchaser (as the case may be) is not imputed with the knowledge ofany information that any adviser of the Purchaser or a Related Body Corporate of the Purchaser is not permitted, by law or under confidentiality obligations binding on the relevant adviser, to disclose to the Purchaser or a Related Body Corporate ofthe Purchaser. 

 

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**9.4****Conditions of payment and Claims**
Despite any otherprovision of this Agreement, each of the following applies in respect of Claims made under Vendor Warranties in this Agreement: 

 
 (a)(**Notice of Claims**) The Vendor is not liable to make any payment (whether by way of damages or otherwise) for any breach of any Vendor Warranty unless a Claim is made inwriting by the Purchaser against the Vendor (setting out all material details including details of the fact, circumstance or matter giving rise to the breach, the nature of the breach and the Purchaser’s calculation of the loss suffered (to theextent that such loss is reasonably capable of calculation) as soon as reasonably practicable after the Purchaser becomes aware of the fact, circumstance or matter on which the Claim is based and, in any event on or before the date 36 months aftereach relevant Completion Date provided that any Claim for a breach of a Vendor Warranty made within the time periods set out in this paragraph (a) will survive termination of this Agreement until that Claim has been satisfied or otherwiseresolved. 
 
 (b)(**Maximum liability**) The maximum aggregate amount that the Purchaser may recover from the Vendor (whether by way of damages or otherwise) under the Vendor Warranties is$50,000,000. 
 
 (c)(**Thresholds**) The Vendor is not liable to make any payment (whether by way of damages or otherwise) for any breach of any Vendor Warranty: 
 
 (i)if the amount adjudicated or agreed against the Vendor in respect of the breach, or made in respect of the same Vendor Warranty is less than $20,000; and 
 
 (ii)until the total of all amounts adjudicated or agreed against the Vendor in respect of breaches of Vendor Warranties that would, but for this sub-paragraph (ii), be payable undersub-paragraph (i), exceeds $3,000,000 (in which event, the Vendor shall be liable for the whole amount of such claims and not only the excess over such amount). 
 
 (d)(**Actions of the Purchaser**) The Vendor’s Liability in respect of any breach of any Vendor Warranty will be reduced or extinguished (as the case may be) to the extent thatthe breach has arisen as a result of any act or omission after Completion by or on behalf of the Purchaser. 
 
 (e)(**Change in Law or interpretation**) The Vendor will not be liable to make any payment (whether by way of damages or otherwise) to the Purchaser for any breach of any VendorWarranty: 
 
 (i)where the breach is as a result of any legislation not in force at the date of this Agreement including legislation which takes effect retrospectively; or 
 
 (ii)where the breach is as a result of or in respect of a change in the judicial interpretation of the Law in any jurisdiction after the date of this Agreement.
 
 (f)(**Recovery under any other right**) The Vendor will not be liable to pay any amount (whether by way of damages or otherwise) to the Purchaser for any breach of any VendorWarranty to the extent that the Purchaser recovers a corresponding amount under an indemnity against, or otherwise recovers from, a person other than the Vendor in respect of any loss or damage suffered by the Purchaser arising out of the breach,whether by way of contract, indemnity or otherwise. 
 

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 (g)(**No consequential loss**) The Vendor will not be liable to make any payment (whether by damages or otherwise) to the Purchaser for any indirect or consequential or economicloss or loss of profits, however arising. The parties agree that loss of rental income for using the Towers as telecommunication facilities is a reasonably foreseeable and direct loss. 
 
**9.5****Vendor’s indemnity**
Subject to clause 9.4(including the limitations set out in clause 9.4(b)), the Vendor shall indemnify the Purchaser from and against any Liability that may be incurred or sustained by the Purchaser as a result of or in connection with: 

 
 (a)a breach of any Vendor Warranty; or 
 
 (b)any Liability relating to the Assets other than the assumed Liabilities in clause 6. 
 
**9.6****Purchaser’s Acknowledgements**
 
 (a)The Purchaser acknowledges and agrees that: 
 
 (i)except as expressly set out in this Agreement, neither the Vendor, the Vendor’s officers, employees or agents nor any other person acting on behalf of or associated with theVendor has made any representation, given any advice or given any warranty or undertaking, promise or forecast of any kind in relation to the Assets or this Agreement; 
 
 (ii)without limiting sub-paragraph (i), no representation, no advice, no warranty, no undertaking, no promise and no forecast is given in relation to: 
 
 (A)any economic, fiscal or other interpretations or evaluations by the Vendor or any person acting on behalf of or associated with the Vendor or any other person;
 
 (B)future matters, including future or forecast costs, prices, revenues or profits; 
 
 (C)the principles or policies to be applied by Governmental Agencies with respect to the regulation of the telecommunications industry or any part of it and, in particular, mattersaffecting revenue, prices and charges, service levels or the use of property for telecommunication facilities; or 
 
 (D)the regulation of the telecommunications industry (including any act or omission by Governmental Agencies) and other state or national industries (and the relationship of such otherindustry regulation to the regulation of the telecommunications industry). 
 
 (b)Without limiting paragraph (a), and except for the statements made in this Agreement and the Disclosure Materials, no statement or representation: 
 
 (i)has induced or influenced the Purchaser to enter into this Agreement; 
 
 (ii)has been relied on in any way as being accurate by the Purchaser; 
 

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 (iii)has been warranted to the Purchaser as being true; or 
 
 (iv)has been taken into account by the Purchaser as being important to the Purchaser’s decision to enter into this Agreement or agree to any or all of its terms.
 
**9.7****Fraud**
Notwithstanding any other provision of thisAgreement, none of the limitations in this clause 9 applies to any claim for breach of the Vendor Warranties where the fact, matter or circumstance giving rise to the Claim arises as a result of fraud on the part of the Vendor or any of itsofficers, employees or advisers. 

 
**9.8****Dealing with Vendor Warranty breach after Completion**
If the Purchaser becomes aware after Completion of any fact, circumstance or matter which constitutes or could constitute a breach of any Vendor Warranty, including (without limitation) a Claim against the Purchaser which if satisfied wouldresult in a breach of any Vendor Warranty, the Purchaser must do each of the following: 

 
 (a)on becoming aware, promptly give the Vendor the material details to the extent reasonably known to the Purchaser including details of the fact, circumstance or matter giving rise tothe breach, the nature of the breach and any further related information of which the Purchaser becomes aware; 
 
 (b)until it notifies the Vendor in accordance with paragraph (a), take reasonable steps to mitigate any loss which may give rise to a Claim against the Vendor for breach of any VendorWarranty; 
 
 (c)not make any admission of liability, agreement or compromise with any person in relation to the fact, circumstance or matter without first consulting with and obtaining the writtenapproval of the Vendor, not to be unreasonably withheld or delayed (and the Purchaser agrees that it is not unreasonable to withhold or delay approval if the Vendor’s insurers withhold or delay their approval); 
 
 (d)give the Vendor and its professional advisers reasonable access on reasonable prior notice and at reasonable times to: 
 
 (i)relevant personnel and premises of the Purchaser; and 
 
 (ii)relevant chattels, accounts, documents and records within the possession, custody or power of the Purchaser, 
to enable the Vendor and its professional advisers to ask questions of relevant personnel and to examine relevant chattels, accounts, documents andrecords and to take copies or photographs of them at the Vendor’s expense; and 

 
 (e)at the Vendor’s expense, take all action in good faith and with due diligence that the Vendor acting reasonably directs to avoid, remedy or mitigate the breach, including legalproceedings and disputing, defending, appealing or compromising the Claim and any adjudication of it. 
 

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**9.9****Reduction of Purchase Price**
Any monetarycompensation received by the Purchaser as a result of any breach by the Vendor of any Vendor Warranty will be in reduction and refund of the Purchase Price and as between individual Assets: 

 
 (a)where any Vendor Warranty concerned relates to a particular item of the Assets, in reduction and refund of the amount included in the Purchase Price for that item; and
 
 (b)otherwise (including where the compensation received exceeds the amount included in the Purchase Price for an item) as reasonably determined by the Purchaser.
 
**9.10****Notification of Vendor Warranty breach before Completion**
 
 (a)If on or before each relevant Completion either party becomes aware of any breach or potential breach of any Vendor Warranty (including in the Vendor’s Certificate), that partymust notify the other party as soon as reasonably practicable. 
 
 (b)The Vendor must be given a reasonable opportunity to remedy the breach or potential breach for a period of 30 Working Days from the date of service of the notice under paragraph(a). 
 
 (c)Upon service of a notice under paragraph (a), the Vendor may: 
 
 (i)suspend Completion in respect of the Assets affected by the breach or potential breach of the Vendor Warranty until the Vendor Warranty is true, complete and accurate and notmisleading in respect of those Assets; or 
 
 (ii)withdraw the Assets affected by the breach or potential breach of the Vendor Warranty from this Agreement and those Assets will be excluded as an Asset for all purposes of thisAgreement. 
 
 (d)The Purchaser will not be required to Complete the purchase of any Assets which are materially affected by any change in the Vendor Warranties as set out in the Vendor’sCertificate. 
 
**9.11****Remedies for breach of Vendor Warranty**
ThePurchaser acknowledges that its sole remedy for a breach of a Vendor Warranty is damages. 

 
**9.12****No Liability where breach**
Without limiting theoperation of any other provision of this Agreement, the Vendor’s Liability in respect of any breach of any Vendor Warranty will be reduced or extinguished to the extent the Vendor’s position in respect of the breach of that Vendor Warrantyis prejudiced or compromised by any breach by the Purchaser of any provision of this Agreement. 

 
**9.13****Purchaser’s Warranties**
 
 (a)The Purchaser represents and warrants to the Vendor that, except as expressly provided in this Agreement or disclosed to the Vendor, each of the Purchaser Warranties in Schedule 5(*Purchaser Warranties*) are true and accurate and not misleading as at the date of this Agreement and on each relevant Completion Date. 
 

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 (b)Each Purchaser Warranty is a separate representation and warranty, the interpretation of which is not limited or restricted by any other warranty. 
 
 (c)Except for the warranties expressly set out in this Agreement, all warranties (whether express, implied, written, oral, collateral, statutory or otherwise) on the part of thePurchaser are excluded to the maximum extent permitted by Law. 
 
**9.14****Purchaser’s indemnity**
 
 (a)The Purchaser shall indemnify the Vendor from and against any Liability that may be incurred or sustained by the Vendor arising out of a breach of any Purchaser Warranty.
 
 (b)The Purchaser will not be liable to make any payment (whether by damages or otherwise) to the Vendor for any indirect or consequential or economic loss or loss of profits, howeverarising. 
 
**10.****Confidentiality and Public Announcements**
 
**10.1****Confidentiality**
A party may not disclose theprovisions of this Agreement or the terms of sale of the Assets to any person except: 

 
 (a)as a press release or other public announcement in the form agreed between the Purchaser and the Vendor; 
 
 (b)after getting the written consent of the other party (each party acting reasonably); 
 
 (c)to any of its officers, employees, financiers, prospective financiers and professional advisers or any Related Body Corporate or any officers, employees, financiers, prospectivefinanciers and professional advisers of any Related Body Corporate; or 
 
 (d)as required by an applicable Law, after first consulting with the other party about the form and content of the disclosure, 
and must use its best endeavours to ensure all permitted disclosures are kept confidential, other than a press release or other public announcement or adisclosure to a recognised stock exchange. 

 
**10.2****Public announcements**
For the purposes of clause10.1(a), the parties agree that the public announcement in the form set out in Schedule 18 (*Public Announcement*) may be made by either party. 

 
**11.****Dispute Resolution**
 
 (a)For the purposes of the procedures set out in the rest of this clause 11 and unless the parties expressly agree otherwise in writing, a ***Dispute*** is any and all claims,counterclaims, demands, causes of action, disputes, controversies, disagreements, differences of opinion and other matters in question arising out of or in connection with this Agreement. 
 
 (b)Either party may at any time give notice describing a Dispute and invoking the procedures set out in the rest of this clause 11. 
 

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 (c)The Vendor and the Purchaser agree to settle amicably any Dispute by discussions and negotiations, and that the following procedure shall be followed prior to resorting to theremaining provisions of this clause 11 to resolve such Dispute: 
 
 (i)the parties shall refer the Dispute in writing for settlement to the Vendor’s Chief Technical Officer and the Purchaser’s Account Manager (the ***DisputeNotice***). The parties shall ensure that their respective representatives shall, for a period of seven Working Days from the date of the written reference, use best endeavours to reach a resolution of the Dispute; and 
 
 (ii)if the individuals to whom the matter is referred under sub-paragraph (i) do not resolve the Dispute within the stated time, the parties shall refer the Dispute in writing forsettlement to the Chief Executive Officers of each party, or nominated alternatives of similar authority. The parties shall ensure that their representatives shall, for a period of 10 Working Days from the date of the written reference made pursuantto this sub-paragraph (ii), use best endeavours to reach a reasonable resolution of the Dispute. 
 
 (d)If a Dispute has not been resolved by the end of the negotiation period in paragraph (c), either party may then refer the Dispute, or any part of the Dispute, to arbitration, inwhich case the parties agree that all Disputes shall be referred to the International Court of Arbitration of the ICC to be finally and exclusively settled by arbitration under and in accordance with the Rules of Arbitration of the ICC for the timebeing in force, which rules are deemed to be incorporated by reference in this clause, as follows: 
 
 (i)The tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator and these two arbitrators shall appoint the chairman of the arbitrational tribunal. Thechairman of the arbitrational tribunal shall not be a national of the country of domicile of either of the parties to this Agreement. 
 
 (ii)The place and seat of the arbitration shall be Singapore. 
 
 (iii)The language of arbitration shall be English, unless otherwise agreed. All submissions shall be made in English or with a certified English translation. Witnesses may providetestimony in a language other than English, provided that a simultaneous English translation shall be provided. Each party shall bear the translation costs in respect of its own witnesses and documents. All notices given by one party to the other inconnection with any arbitration hereunder shall be in writing. The award shall be in writing and state the reasons upon which it is based. 
 
 (iv)The parties and the tribunal shall treat all aspects of the arbitration proceedings as strictly confidential, and the award shall be made public only with the express writtenconsent of all parties thereto, or except as otherwise required in connection with judicial proceedings relating to the enforcement of any arbitral award. 
 
 (v)The tribunal shall not be bound by the common law rules of evidence or procedure. 
 
 (vi)The tribunal shall be bound by the governing law and shall have to substantiate its decision and award accordingly. 
 

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 (vii)The tribunal shall not have the power or jurisdiction to award punitive damages, and each party irrevocably waives and relinquishes any right to such damages.
 
 (viii)If a party, having been given due notice and opportunity, shall fail or shall refuse to participate in arbitration proceedings hereunder or in any stage thereof, the proceedingsshall nevertheless be conducted to conclusion and final award. Any award rendered under such circumstances shall be as valid and enforceable as if the parties had appeared and participated fully at all stages. 
 
 (ix)The expenses of arbitration (including legal fees and a party’s costs of arbitration) shall be borne by the party against whom the decision is rendered, or apportioned inaccordance with the decision of the tribunal in the event of a compromise decision. 
 
 (x)The tribunal shall render its award applying strict rules of law and principles consistent with the explicit terms of this Agreement. The tribunal shall not assume the powers of anamiable compositeur or render its award ex aequo et bono. The tribunal shall have the authority to include in such award a decision binding upon the parties, enjoining them to take or refrain from taking specific action with respect to the matter indispute or disagreement. 
 
 (xi)The parties hereby irrevocably agree that the mandate of the tribunal duly constituted in accordance with the terms of this Agreement shall remain in effect until a finalarbitration award has been issued by the tribunal and hereby waive the provisions, any rules or regulations that would provide otherwise. 
 
 (xii)The arbitrators’ determination shall be final, conclusive and binding upon the parties and to that end, this clause 11 shall constitute an arbitration agreement between theparties. The parties hereby irrevocably exclude any right of application or appeal to any court in any jurisdiction whatsoever in connection with any question arising in the course of any arbitration or in respect of any award made. An order ofjudicial acceptance or an application for enforcement of the arbitration award may be sought in any Court of competent jurisdiction and the award (including any award granting specific performance or injunctive relief) shall be enforceable inaccordance with the Arrangement Concerning Mutual Enforcement of Arbitral Awards between the Mainland and the Hong Kong Special Administrative Region, the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards andany other applicable national law. The parties agree that neither of them shall challenge or resist any enforcement action taken by a party in whose favour a decision of an arbitrator or arbitrators is given. The parties expressly waive theapplicability of any Laws that would otherwise give a right to appeal against the decision of an arbitrator or arbitrators to any court or other tribunal. 
 
 (xiii)The parties agree that nothing in this clause 11 is intended to prevent a party at any time from commencing or continuing court proceedings for the purpose of obtaining urgentinterlocutory or interim relief in any jurisdiction pending arbitration or the outcome of arbitration. 
 

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 (e)Neither party may use, other than to attempt to resolve the Dispute, any information disclosed by the other in the course of negotiation, mediation or arbitration under the aboveprocedures. Any such information remains the property of the party supplying it and remains confidential to that party. Disclosure in the course of negotiation, mediation or arbitration under the above procedures is not a waiver of confidentiality.
 
 (f)Neither party may disclose any such information to anyone other than an adviser or an expert witness who has entered into a deed undertaking: 
 
 (i)not to use any of the information, or any analysis of the information, other than for the purposes of resolving the Dispute or the negotiation, mediation or arbitration;
 
 (ii)not to disclose any of the information, or any analysis of the information, other than to the parties, a mediator, the arbitrator or a court, except as compelled by law; and
 
 (iii)to return all material on which such information is recorded on completion of the adviser or expert witness’ services. 
 
 (g)In the event of a Dispute, the parties shall continue to perform their obligations under this Agreement in good faith during the resolution of such Dispute unless and until thisAgreement is terminated in accordance with the provisions herein. 
 
**12.****Assignment**
Neither party may assign or transferits rights, title or obligations under this Agreement without the prior written consent of the other party. 

 
**13.****Force Majeure**
 
 (a)Neither party shall be in breach of this Agreement, or liable for any delay or failure in performance of any of its obligations under this Agreement and, subject to paragraph(d) the time for performance of the obligations shall be extended accordingly (including, for the avoidance of doubt, the Target Tranche 1 Closing Date, the Extended Tranche 1 Closing Date, a Completion Date and the Final Date) arising from orattributable to any Force Majeure Event. 
 
 (b)The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event. 
 
 (c)Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that: 
 
 (i)it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; 
 
 (ii)it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it oughtreasonably to have taken, but did not; and 
 
 (iii)it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicableand to resume the performance of its obligations as soon as reasonably practicable. 
 

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 (d)If the Force Majeure Event prevails for a continuous period of more than 24 months, either party may terminate this Agreement with respect to those Tower Sites which are affected bythe Force Majeure Event by giving 10 Working Days’ prior written notice to the other party. 
 
 (e)Where there is a Force Majeure Event and the Escrow Account remains in place, the parties must issue in writing a joint notification under clause 13.1 of the Escrow Agreement toextend the term of the Escrow Agreement to such time as is necessary to give effect to this Agreement. If necessary, the parties will issue more than one notice. 
 
 (f)Notwithstanding the provisions of this clause 13, the Vendor may exercise its rights under clause 4.7 or clause 4.8 at any time. 
 
**14.****General**
 
**14.1****Notices**
 
 (a)Any notice given under this Agreement must be in writing to the Vendor or Purchaser (as applicable) at the address below or at such other address as notified by a party for thispurpose. Notices will be deemed received: 
 
 (i)if personally delivered, upon delivery; 
 
 (ii)if sent by prepaid post within any country, 3 Working Days after dispatch; 
 
 (iii)if sent by international delivery service, 7 Working Days after dispatch; and 
 
 (iv)if sent by facsimile, upon production of a successful transmission report by the sender’s machine. 
 
 (b)The parties’ addresses and facsimile numbers are: 
 
**Vendor:**  Attention:  The Chief Financial OfficerAddress:  Menara Mulia, 10th Floor, J1 Jend. Gatot Subroto Kav.  9-11 Jakarta Selaton 12930 IndonesiaFacsimile number:  +62 21 5290 6900**With a copy to: HTIL**  Attention:  The Company SecretaryAddress:  22 Floor, Hutchison House  10 Harcourt Road, Hong KongFacsimile number:  +852-2128-1778**Purchaser:**  Attention:  Steven J. MudderAddress:  Artha Graha Building, 16th Floor, Jl. Jend. Sudirman, Kav.  52-53, Jakarta 12190, IndonesiaFacsimile number:  +61 21 5140 0990
 

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 (c)In this clause Working Day means a day that is not a Saturday, Sunday or public holiday in the place of receipt of the notice. 
 
**14.2****Whole agreement**
This Agreement is the entireagreement between the parties in respect of the subject matter and supersedes any prior understanding or agreement between the parties and any prior condition, warranty, indemnity or representation imposed, given or made by a party. 

 
**14.3****No merger**
On the last of the Completion Dates, theprovisions of this Agreement will not merge and, to the extent that any provision has not been fulfilled, will remain in force. 

 
**14.4****Governing Law and Jurisdiction**
This Agreement isgoverned by the laws of England. 

 
**14.5****Invalidity**
 
 (a)If a provision of this Agreement or a right or remedy of a party under this Agreement is invalid or unenforceable in a particular jurisdiction: 
 
 (i)it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and 
 
 (ii)it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction. 
 
 (b)This clause is not limited by any other provision of this Agreement in relation to severability, prohibition or enforceability. 
 
**14.6****Amendments and Waivers**
 
 (a)This Agreement may be amended only by a written document signed by the parties. 
 
 (b)A waiver of a provision of this Agreement or a right or remedy arising under this Agreement, including this clause, must be in writing and signed by the party granting the waiver.
 
 (c)A single or partial exercise of a right does not preclude a further exercise of that right or the exercise of another right. 
 
 (d)Failure by a party to exercise a right or delay in exercising that right does not prevent its exercise or operate as a waiver. 
 
 (e)A waiver is only effective in the specific instance and for the specific purpose for which it is given. 
 
 (f)The Vendor and the Purchaser waive the provisions of any law which purports to limit the right of a party to terminate this Agreement or the Site Licences without judicialagreement. 
 

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**14.7****Counterparts**
This Agreement may be executed in anynumber of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument. 

 
**14.8****Cumulative Rights**
The rights and remedies of aparty under this Agreement do not exclude any other right or remedy provided by law. 

 
**14.9****Further Assurances**
Except as expressly provided inthis Agreement, each party must, at its own expense, do all things reasonably necessary to give full effect to this Agreement and the matters contemplated by it. 

 
**14.10****Costs and Expenses**
Each party must pay its owncosts and expenses of and incidental to the negotiation, preparation and execution of this Agreement and documents and transactions contemplated by it (except as this Agreement otherwise provides). 

 
**14.11****Third Party Rights**
Nothing in this Agreement shallbe construed to give any rights whatever against either party to any person who is not a party to it, nor shall any such person be considered a “third party beneficiary” of this Agreement and accordingly, a person who is not a party tothis Agreement has no right under the *Contracts (Rights of Third Parties) Act 1999*, or any other foreign statute of similar effect, to enforce any term of this Agreement. 

 

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**Schedule 1**

**TowerSites**

 

 

 

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**Site Number**
 
**Site Name**
 
**Region**
 
**Sub Region**
 
**Collocated Site**
 
**RF Coordinate**