Exhibit 10.1
   AGILENT TECHNOLOGIES SINGAPORE PTE LTD
 LANDLORD
  AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE LTD
  *******************************************
 SUBLEASE AGREEMENT
 *******************************************




---



##### 



SUBLEASE SUMMARY
 Sublease Date:
    
    ,2009Landlord:
    
    AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a Singapore companyTenant:
    
    AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD (including its
subsidiary and affiliated companies), a Singapore companyContact (Landlord):
    
    Agilent Technologies Singapore Pte LtdNo. 1 Yishun Avenue 7, Singapore 768923Contact (Tenant):
    
    Avago Technologies Manufacturing (Singapore) Pte. Ltd.,No. 1 Yishun Avenue 7, Singapore 768923Premises:
    
    Those certain premises (deemed to contain 117,289.59 net lettable
square feet or 10,896.46 net lettable square meters of floor area)
located on 1st, 2nd, 3rd and basement floorsof the Building (as
defined herein) located at No. 1 Yishun Avenue 7, Singapore 768923,as
more particularly described on the site map appended hereto as Exhibit A-1 (the Site Man)Project:
    
    That certain real estate project consisting of the Building (as defined
herein), the Common Area (as defined herein) and other ancillary
improvements of which the Premises are a part.Sublease Term:
    
    The period of time commencing on the Commencement Date (as defined
herein) and ending at midnight on the Expiration Date (as defined
herein), unless sooner terminated or later extended as provided in the
Sublease Agreement.Commencement Date
    
    1 December 2010Expiration Date
    
    30 November 2015Option Term
    
    2 options to renew, each for a further period of 5 years at the then
prevailing market rent.Monthly Base Rent:
    
    The agreed sum payable by Tenant pursuant to Section 3.1 of the Sublease
Agreement is as follows :1 December 2010 to 30 November 2012 : the sum of S$120,808.28
calculated at the rate of S$1.03per square foot per month 
1 December 2012 to 30 November 2013 : the sum of S$140,747.51
calculated at the rate of S$1.20per square foot per month 
1 December 2013 to 30 November 2015 : the sum of S$158,340.95
calculated at the rate of S$1.35per square foot per monthPermitted Use:
    
    The manufacture of semiconductor products and components and office use
relating thereto (the Business Use)], in any case in accordance with
applicable Laws and Private Restrictions; and no other use.Tenants Contribution
    
    The sum of S$52,780.32per month calculated at the rate of S$0.45per
square foot per month.
 1




---



##### 



Address for Notices:
    
    To Landlord(Section 17.9)Agilent Technologies Singapore Pte LtdNo. 1 Yishun Avenue 7, Singapore 768923Address for Notices:
    
    To Tenant(Section 17.9)Avago Technologies Manufacturing (Singapore) Pte LtdNo. 1 Yishun Avenue 7, Singapore 768923
  2




---



##### 



THIS SUBLEASE AGREEMENT Sublease Agreement Agreement AGILENT TECHNOLOGIES SINGAPORE PTE LTD, Landlord AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., Tenant Party Parties
 RECITALS
 WHEREAS
 A.
    
    The Housing and Development Board (HDB) is the lessor under the Head Leases (Head
Leases), which is more particularly defined in Clause 1.14 herein, and the Landlord is the lessee
under the Head Leases of a large development project (the Project), as more particularly described in the
Head Leases.B.
    
    Upon the request of the Tenant, the Landlord has agreed to grant to the Tenant a sublease of
the Premises (which is more particularly defined in the Sublease Summary) subject to the written
approval of HDB and all relevant authorities. The Premises is part of the Project.C.
    
    Both the Landlord has agreed to let to the Tenant and Tenant has agreed to rent from the
Landlord, the Premises upon the terms and conditions set forth herein.
 AGREEMENT
 SECTION 1  DEFINITIONS
  1.1
    
    Additional Rentis defined in Section 3.2.1.2
    
    Agreed Interest Ratemeans that interest rate determined as of the time it is to be
applied that is equal to the lesser of (i) two percent (2%) plus the base lending rate of DBS
Bank Ltd as published closest prior to the date when due, or (ii) the maximum interest rate
permitted by law.1.3
    
    Buildingmeans the entire building comprised of two components commonly referred to
as Phase I and Phase II and located at No. 1 Yishun Avenue 7, Singapore.1.4
    
    Building Parking Areasshall mean those portions of the Common Areas consisting of
all surface and basement parking stalls located on the Project.1.5
    
    Commencement Datehas the meaning set forth in the Sublease Summary.1.6
    
    Common Areameans all areas and facilities within the Project that are not
designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or
other occupant of the Project, including without limitation, all entrances, hallways,
bathrooms, stairways, elevators, breakrooms and lobbies within the Buildings, as well as the
Building Parking Areas, loading docks, access and perimeter roads, pedestrian sidewalks, trash
enclosures, and the cafeteria.1.7
    
    Consentshas the meaning set forth in Section 11.1.4.
 3




---



##### 



1.8
    
    Environmental Conditionmeans the Release of any Hazardous Substance caused or
permitted by Tenant or Tenants Agents in, over, on, under, through, from, or about the
Premises or Project. A Release shall not, however, have been permitted by Tenant or Tenants
Agents solely because Tenant or Tenants Agents are aware that Preexisting Hazardous
Substances exist or are migrating passively in, over, on, under, through, from, or about the
Premises or Project.1.9
    
    Environmental Lawsmeans all Laws relating to, or imposing standards regarding, the
protection of clean-up of the environment (including, without limitation, ambient air, surface
water, groundwater, land surface or subsurface strata), any Hazardous Substances Activity, the
preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or
other natural resources, or the exposure of any individual to Hazardous Substances, including
without limitation Protection of the health and safety of employees.1.10
    
    Event of Default has the meaning set forth in Section 14.1.1.11
    
    Expiration Datehas the meaning set forth in the Sublease Summary, or the date upon
which this Sublease Agreement is sooner terminated or later extended pursuant to its terms.1.12
    
    Hazardous Substancesmeans any substance or material listed, defined, or regulated
by any Environmental Law, including without limitation: (i) any chemical, substance, material,
medical waste or other waste, living organism, or combination thereof which is or may be
hazardous to the environment or human or animal health or safety due to its radioactivity,
ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity,
phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects;
(ii) petroleum hydrocarbons, including crude oil or any fraction thereof, radon,
polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may
be defined, listed, or regulated as hazardous substances, hazardous wastes, extremely
hazardous wastes, hazardous materials, toxic substances, or pollutants by any
Environmental Law.1.13
    
    Hazardous Substances Activitymeans the transportation, transfer,
recycling, storage, use, disposal, arranging for disposal, treatment, manufacture, removal,
remediation, release, exposure of others to, sale, or distribution of Hazardous Substances or
any product or waste containing Hazardous Substances, or product manufactured with ozone
depleting substances, including, without limitation, any required labeling, payment of waste
fees or charges (including so-called e-waste fees) and compliance with any product take-back
or product content requirements.1.14
    
    HDBmeans the Housing and Development Board, the lessor under the Head Lease.1.15
    
    Head Leasemeans, collectively, the following leases:
 (i)
    
    Lease No.I/33183P issued by HDB to Compaq Asia Pte Ltd in respect of the land
and structure(s) comprised in Lot 1935X of Mukim 19, which Lease was transferred to Landlord
as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the
Variation of Lease I/49501Q registered 15 January 2002.(ii)
    
    Lease No.I/31607P issued by HDB to Compaq Asia Pte Ltd in respect of the land and
structure(s) comprised in Lot 1937C of Mukim 19, which Lease was transferred to Landlord
as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the
Variation of Lease I/49499Q registered 16 January 2002.(iii)
    
    Lease No.I/33182P issued by HDB to Compaq Asia Pte Ltd in respect of the land and
structure(s) comprised in Lot 2134N of Mukim 19, which Lease was transferred to Landlord
as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the
Variation of Lease I/49500Q registered 15 January 2002.(iv)
    
    Lease No.I/33160P issued by HDB to Compaq Asia Pte Ltd in respect of the land and
structure(s) comprised in Lot 1975P of Mukim 19, which Lease was transferred to
Landlord as Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49502Q registered 16 January 2002.
 4




---



##### 



1.16
    
    HVAChas the meaning set forth in Section 4.1.1.17
    
    Improvementsmeans all improvements, additions, alterations, removal and fixtures
installed in the Premises after the Commencement Date by Tenant or at Tenants request and
expense that are not Trade Fixtures, and shall include without limitation works relating to
internal partitions, floors and ceilings within, the Premises, electrical wiring, conduits,
light fittings and fixtures, electrical wiring, conduits, light fittings and fixtures, fire
protection devices, all plumbing and gas installations, pipes, apparatus, fittings and
fixtures; and all mechanical and electrical engineering works.1.18
    
    Landlord has the meaning set forth is the introductory paragraph.1.19
    
    Landlords Agentsmeans the agents, employees and assigns (and their respective
agents and employees) of Landlord.1.20
    
    Landlord Services is defined in Section 8.1.1.21
    
    Lawmeans any present or future judicial decision, statute, constitution,
ordinance, resolution, regulation, role, administrative order, Permit, standard, directive, notice, guideline, or
other requirement of any local, state, federal, or other government agency or authority, including
the HDB (including quasi-official entities such as a board of fire examiners, public utility of
special district) having jurisdiction over the Parties to this Sublease Agreement at or the Project or any
Permitted Use, including, as may be applicable, the HDH, Pollution Control Department (National Environment
Agency) and Urban Redevelopment Authority.1.22
    
    Monthly Base Renthas the meaning set forth in the Sublease Summary.1.23
    
    Option Termhas the meaning set forth in Section 2.2.1.24
    
    Permitted Usehas the meaning set forth in the Sublease Summary.1.25
    
    Preexisting Hazardous Substancesmeans Hazardous Substances, if any,
existing in, on, under or about the Premises, Building or Project on or before the
Commencement Date in violation of applicable Environmental Laws.1.26
    
    Premiseshas the meaning set forth in the Sublease Summary.1.27
    
    Private Restrictionsmeans all recorded covenants, conditions and
restrictions, private agreements, reciprocal easement agreements and any other recorded
instruments (herein encumbrances) affecting the use of
the Premises as of the date hereof, including without limitation the terms and conditions of the Head Lease and any other
conditions imposed by HDB in relation to the Premises or the Building, and all encumbrances so
recorded after the date hereof which do not materially interfere with Tenants then existing
use of the Premises or, alternatively, which were approved by Tenant, which approval shall not
be reasonably withheld or delayed; provided, however, that in no event shall
any Private Restriction prevent, limit or restrict Tenant from utilizing the Premises for the
Business Use.1.28
    
    Projecthas the meaning set forth in the Sublease Summary.1.29
    
    Releasemeans any accidental or intentional spilling, leaking, pumping, pouring,
emitting, discharging, injecting, escaping, leaching, migrating, dumping or disposing in, over, on,
under, through, or about the air, land, surface water, ground water, or the environment (including
without limitation the abandonment or discarding of receptacles containing any Hazardous Substances),
unless and to the extent permitted or authorized by a governmental agency.1.30
    
    Rentis defined in Section 3.3.1.31
    
    Rules and Regulations is defined in Section 4.3.
 5




---



##### 



1.32
    
    Security Deposit Amount is the amount equivalent to three (3) months of the Monthly
Base Rent and Tenants Contribution to be dealt with pursuant to Section 3.5, which amount
shall be paid in bank guarantee or letter of credit reasonably satisfactory to Landlord.1.33
    
    Service Failure is defined in Section 7.3.1.34
    
    Singapore Dollarmeans the legal currency of Singapore and indicated herein as S$ before a dollar amount.1.35
    
    Site Maphas the meaning set forth in the Sublease Summary.1.36
    
    Sublease Agreementor Agreementmeans this
printed agreement, and all exhibits attached hereto, as the same may be amended in accordance
with the Sublease Agreement from time to time; all of which are attached hereto and
incorporated herein by this reference.1.37
    
    Sublease Termshall be for a period of time commencing on the
Commencement Date and ending at midnight on the Expiration Date unless sooner terminated as
provided herein or later extended pursuant to the terms of this Sublease.1.38
    
    Tenanthas the meaning set forth in the introductory paragraph.1.39
    
    Tenants Agentsmeans the agents, employees and assigns (and their
respective agents and employees) of Tenant.1.40
    
    Tenants Contributionhas the meaning set forth in the Sublease Summary.1.41
    
    Tenants Minimum Liability Insurance Coveragemeans a minimum limit of One
Million Dollars (S$1,000,000.00) per occurrence.1.42
    
    Trade Fixturesmeans (i) Tenants inventory, furniture, and business
equipment, and (ii) anything affixed to the Premises for purposes of trade, manufacture,
ornament or domestic use which is owned by Tenant as of the Commencement Date or thereafter
acquired by Tenant at its own expense (or by another party on its behalf) and which can be
removed without material injury to the Premises. Such affixed items which are an integral part
of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of
Tenants signs shall be deemed Trade Fixtures, in each case regardless of how affixed to the
Premises or Common Area.1.43
    
    Transferhas the meaning set forth in Section 15.1.11.44
    
    Transfereehas the meaning set forth in Section 15.2.
 SECTION 2  LETTING
 2.1
    
    Letting. Subject to Section 17.21 hereof, Landlord hereby lets to Tenant, and Tenant
rents from Landlord, for the Sublease Term upon the terms and conditions of this Sublease
Agreement together with the Special Conditions attached hereto, the Premises for Tenants own
use in the conduct of Tenants business together with the non-exclusive right to use (which
includes the permitted use by Tenants Agents, customers and invitees of) the Common Area,
including, without limitation, subject to Section 4.6 hereof, the Building Parking Areas.
Landlord reserves for its exclusive use all areas in the Project other than the Common Areas
and the Premises, as well as the exterior walls, the roof and the area beneath and above the
Premises, and Landlord reserves the right to install, maintain, use, and replace ducts, wires,
conduits and pipes leading through the Premises; provided, however, that in
its exercise of such rights, Landlord shall use reasonable efforts to minimize interference
with Tenants access to and use of the Premises. By taking possession of the Premises, Tenant
shall be conclusively deemed to have accepted the Premises in their then existing condition as
of the Commencement Date, AS-IS, WITH ALL FAULTS. Tenant acknowledges and agrees that,
except for the representations set forth in Section 17.17 hereof, Landlord has made no
representations or warranties to Tenant,
 6




---



##### 



express or implied, with respect to the Premises, whatsoever, including, without limitation,
any representation or warranty as to the suitability of the Premises for Tenants intended
use.
 2.2
    
    Option to Extend Sublease Term. Tenant shall have the option to extend the Sublease
Term for a term as specified in the Sublease Summary (Option Term) at the then prevailing market rate
and on such terms and conditions as may be imposed by HDB in granting its approval for such
extension, by submitting to Landlord a written request for such extension not less than six (6) months
before the expiry of the then-Sublease Term, provided that there shall not at the time of such request
exist any Event of Default hereunder. Tenants option to extend the Sublease Term under this Section
2.2 is subject to all necessary approvals having been obtained and remaining in force, including
but not limited to such approvals as may be required under HDBs Terms of Approval for Subletting.
If HDB approves any extension of the Sublease Term for a period shorter than the Option Term, then
such extension of the Sublease Term shall be reduced to such shorter term as may be approved by
HDB from time to time. Landlord shall take all steps including applying for all necessary
approvals, to enable the Sublease Term to be extended in accordance with this Section 2.2 (and, for the
avoidance of doubt, as contemplated in Section 1.11 hereof). Landlord shall bear all costs and expenses
incurred by Landlord in connection with any extension of the Sublease Term, including without limitation
legal costs and the costs of obtaining any necessary approvals. For the avoidance of any doubt,
the Parties hereby confirm that it is their intention that if the Sublease Term or any Option Term as
approved by HDB is less than five (5) years or if HDBs approval for any extension of the Sublease Term
or Option Term is for a period less than five (5) years, Tenant shall have the option to extend the
Sublease Term and subsequent terms such that the aggregate period comprising (x) the Sublease Term; (y)
Option Terms; and/or (z) extended term(s) of the sublease of the Premises granted to Tenant with
effect from the Commencement Date shall not be less than fifteen (15) years. Landlord shall use good
faith, best endeavors to secure such approvals (including from the HDB) as necessary to ensure that the
intention of the Parties may be realized; provided, however, that the foregoing covenant shall not
require Landlord to pay any amounts in connection with obtaining such approvals, other than filing
or similar fees which have been allocated among the Parties pursuant to this Agreement. Notwithstanding
anything to the contrary hereinabove, and in addition to the renewal options set forth
herein, Landlord and Tenant agree that in accordance with market practice, in connection with any discussions
regarding renewal or extension of the Sublease Term, Landlord and Tenant shall negotiate in good faith
regarding the reduction of the floor area of which the Premises shall be comprised in any such
extended term.The expression prevailing market rent for the purpose of this Section 2 .2 means the
market rent (inclusive of Tenants Contribution) determined as being at the time of such
determination, the prevailing market rent for the Premises. The Parties shall endeavour to
agree on the prevailing market rent. If the Parties have not reached an agreement on the
prevailing market rent by two (2) months before the expiry of the initial Sublease Term or
any Option Term, as applicable, Landlord and Tenant shall within two (2) weeks thereof each
appoint a reputable licensed valuer (and in the absence of appointment by either Party
within the said two (2) week period, the Party who has appointed its licensed valuer may
appoint the second licensed valuer) to determine the prevailing market rent and the average
of the two (2) valuations shall be accepted by the Parties as the prevailing market rent for
the Premises. Each Party shall bear the costs and expenses of and in connection with the
appointment of its own licensed valuer but if two (2) licensed valuers are appointed by one
(1) Party pursuant to the above provisions, then the costs and expenses of and in connection
with the appointment of the two (2) licensed valuers shall be borne by Landlord and Tenant
in equal shares. The licensed valuers shall act as experts and not as arbitrators and their
determination shall be conclusive and binding on the Parties.
 2.3
    
    Compliance with the Head Lease and Laws. This Sublease Agreement, including the
Sublease Term and Tenants option to extend under Section 2.2, is subject always to the terms of the Head
Lease executed between HDB and Landlord and any applicable Laws. If HDB approves this Sublease
Agreement for a period shorter than the Sublease Term, then the Sublease Term shall be
reduced to such shorter term as approved by HDB from time to time without prejudice to Tenants rights
to obtain the benefit of this Agreement for the entire Sublease and Option Terms as provided in
Section 2.2 above. Without prejudice to the generality of the foregoing, Tenant shall: (a) observe and
perform all the terms and covenants set out in the Head Lease executed between HDB and Landlord and on
the part of Landlord to be observed and performed, in so far as the same are applicable to the
Premises (except for the obligation to pay rent and service charge); (b) comply with all terms and conditions
imposed by HDB on granting its approval to this Sublease Agreement in so far as they relate to the
Premises (including HDBs Terms of Approval of Subletting); and (c) comply with any additional
obligations
 7




---



##### 



with which Landlord may be liable to comply with by any direction or requirement of HDB in
so far as they relate to the Premises. In the event of any conflict or inconsistency between
the terms of this Sublease Agreement and the terms of the Head Lease executed between HDB
and Landlord, the latter shall prevail. Landlord warrants and represents that a true and
complete copy of each of the Head Lease executed between HDB and Landlord, HDBs Terms of
Approval for Subletting and (if any) the additional obligations to be complied with by
Landlord, are attached hereto as Exhibit D. In the event the terms of the Head Lease
are amended, Landlord shall notify Tenant of such amendments within reasonable time of
knowledge of the same.
 2.4
    
    Termination of Head Lease.
 (a)
    
    The Parties acknowledge that, under HDBs Terms of Approval of Subletting, HDB
may revoke its subletting approval for this Sublease Agreement upon giving Landlord
three (3) months written notice without being liable for any inconvenience, loss
damages, compensation, costs or expenses whatsoever.
 (b)
    
    If HDB gives Landlord notice to revoke its subletting approval for this
Sublease Agreement pursuant to the aforesaid, or the Head Lease is terminated for
whatever reason then on the expiry of such notice or on such termination (as the case
may be), this Sublease Agreement will terminate immediately provided that Landlord
immediately notifies Tenant of such notice from HDB or such termination of the Head
Lease upon knowledge of the same. The termination will not affect the rights of either
Party against the other Party for any previous default of that other Party of the
provisions of this Sublease Agreement. Landlord will not be liable for any
inconvenience, loss, damage, cost expense or compensation in connection with the
termination of this Sublease Agreement pursuant to this Section 2.4, unless such
termination arises as a result of either a default under the Head Lease by Landlord or
any other willful act or omission of Landlord.
 SECTION 3  RENT & AIR-CONDITIONING CHARGES
 3.1
    
    Monthly Base Rent.Commencing on the Commencement Date and continuing on the first
day of each month throughout the Sublease Term, Tenant shall pay Landlord without offset,
deduction or prior notice except as otherwise provided hereunder, the Monthly Base Rent, as
base rent for the Premises. Landlord shall at all times inform HDB of any changes in the
Monthly Base Rent charged. In the event of any changes, HDB reserves the right to revise the
applicable subletting fee, which is subject to applicable goods and services tax. The Monthly
Base Rent shall be adjusted to the then prevailing market rent during the Sublease Term upon
the expiry of the year as specified in the Sublease Summary. The expression prevailing market
rent for the purpose of this Section 3.1 shall have the same meaning as Section 2.2 herein.
 3.2
    
    Additional Rent.Commencing on the Commencement Date and continuing throughout the
Sublease Term, subject to Section 8 of this Agreement, Tenant shall pay the following as
additional rent (the Additional Rent): (i) Tenants Contribution and (ii) any other
charges due to the Landlord pursuant to this Sublease Agreement.
 3.3
    
    Payment of Rent and Air-Conditioning Charges.All Monthly Base Rent and Tenants
Contribution (collectively, the Rent) and Air-Conditioning Charges shall be paid in advance
on the first day of each calendar month during the Sublease Term. All amounts due hereunder
shall be paid in the lawful currency of Singapore, without any abatement, deduction or offset
whatsoever or without any prior demand therefor (except, in any case, as otherwise expressly
provided herein). Rent and Air-Conditioning Charges shall be paid directly to Landlord at the
primary Landlord notice address set forth on the Sublease Summary, or such other address as
may be designated in writing by Landlord upon 30 days prior written notice to Tenant in
accordance with Section 17.9. Tenants obligation to pay Monthly Base Rent shall be prorated
for any partial month based on a thirty (30) day month. As used herein, the word month shall
mean a period beginning on the first (1st) day of a calendar month and ending on the last day
of that calendar month.
 8




---



##### 



3.4
    
    Late Charge and Interest on Rent and Air-Conditioning Charges in Default.Tenant
acknowledges that the late payment by Tenant of any monthly installment of Monthly Base Rent, any
Additional Rent or Air-Conditioning Charges will cause Landlord to incur certain costs and expenses
not contemplated under this Sublease Agreement, the exact amount of which are extremely difficult
or impractical to fix. Such costs and expenses will include, without limitation, administration and
collection costs and processing and accounting expenses. Therefore, if any such Monthly Base Rent,
Tenants Contribution or Additional Rent is not received by Landlord from Tenant within five (5)
days after the delinquent amount became due, Tenant shall immediately pay to Landlord a late charge
equal to S$4,000; provided, however, that the aforementioned late charge will not
apply to the first late payment, if any, during the period commencing on the Commencement Date and
ending on the first anniversary thereof. Landlord and Tenant agree that this late charge represents
a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss
suffered by Tenants failure to make timely payment. In no event shall this provision for a late
charge be deemed to grant to Tenant a grace period or extension of time within which to pay any
rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenants
failure to pay any rent due under this Sublease Agreement in a timely fashion, including the right
to terminate this Sublease Agreement. If any amount due hereunder is not paid on or before the
fourteenth (14th) day following the due date, then, without prejudice to any of Landlords other
rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on
the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.
 3.5
    
    Security Deposit.
 3.5.1
    
    Tenant shall, as soon as commercially practicable hereafter but in no event
later than the Commencement Date pay to and maintain with Landlord the Security Deposit Amount:
 (a)
    
    as security for compliance by Tenant of all the provisions in
this Sublease Agreement; and(b)
    
    to secure or indemnify Landlord against;
 (i)
    
    any loss or damage from any default by Tenant
under the Sublease Agreement; and(ii)
    
    any other claim by Landlord at any time
against Tenant in relation to any matter arising out of or in connection with the Premises.
 3.5.2
    
    Without prejudice to any of Landlords rights or remedies, if any default by
Tenant under this Sublease Agreement occurs, Landlord is entitled (but not obliged) to
apply the whole or part of the Security Deposit Amount in or towards making good any
loss or damage sustained by Landlord as a result of that default and any expense
incurred by Landlord in making good the loss or damage, in any manner as may be
prescribed by Landlord.3.5.3
    
    Tenant must pay to Landlord within seven (7) days of the demand being made (a)
an amount equal to the amount applied by Landlord under Section 3.5.2 above, as
replacement of the part or whole of the Security Deposit Amount applied, (b) any
shortfall in the Security Deposit Amount in the event of a change in the Monthly Base
Rent and/or Tenants Contribution.3.5.4
    
    Landlord must repay to Tenant, the Security Deposit Amount, without interest
and after proper deductions by Landlord, within one (1) month after the end of the
Sublease Term or termination of this Sublease if Tenant has then paid all sums owing
and performed all other obligations under this Sublease Agreement to the satisfaction
of Landlord.3.5.5
    
    Tenant must not set-off any part of the Security Deposit Amount against any
Rent or other sums owing to Landlord.3.5.6
    
    The rights of Landlord under this Section 3.5 are in addition to and will not
affect the other rights of Landlord under this Sublease Agreement.
 9




---



##### 



3.6
    
    Air-Conditioning Charges.Commencing on the Commencement Date and continuing
throughout the Sublease Term, Tenant shall pay the Landlord the Air-conditioning Charges for
the supply of air-conditioning to the Premises, such costs to be calculated by the Landlord
and notified to the Tenant in writing. Landlord reserves the right to adjust such
Air-Conditioning Charges from time to time. Landlords decision to adjust the
Air-Conditioning Charges either upwards or downwards shall be based on factors including but
not limited to the prevailing market rates and the price of crude oil which affects the price
of Landlords power contract with the electricity supplier.
 SECTION 4  USE OF PREMISES
 4.1
    
    Limitation on Type.Tenant shall use the Premises solely for the Permitted Use and
for no other purpose. Tenant shall not do or permit anything to be done or omit to do anything
in or about the Premises that will (i) cause structural injury to the Premises or Project,
(ii) cause damage to any part of the Premises or Project, or (iii) violate, or cause Landlord
to be in violation of, any Laws or Private Restrictions. Tenant shall not operate any
equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project,
(v) interfere with, impose additional load on or overload existing electrical systems or other
mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of
the sprinkler system or the heating, ventilating or air conditioning (HVAC)
equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode
the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from
the ceiling, roof, walls or columns of the Premises or set any load on the floor in excess of
the load limits for which such items are designed nor operate hard wheel forklifts within the
Premises. Tenants use of the Premises shall not (viii) create a fire or health hazard, (ix)
damage the Premises, or (x) violate any Environmental Laws. Tenant shall keep the Premises in
a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust
or nuisances.
 4.2
    
    Compliance with Laws and Private Restrictions.Tenants lease of the Premises shall
be subject to (i) all Laws, (ii) all Private Restrictions, and (iii) to the extent same do not
increase Tenants obligations or reduce its rights under this Agreement or otherwise conflict
with this Agreement, the Rules and Regulations from time to time promulgated by Landlord
pursuant to Section 4.3, governing the use of the Premises. Tenant shall not use or permit any
person to use the Premises in any manner which violates any Laws or Private Restrictions.
Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions.
Without prejudice to the above, Tenant shall: (i) comply with all requirements under any
present or future Act of Parliament, order, by-law or regulation as to the use or occupation
of the Premises; (ii) execute with all due diligence all works to the Premises for which
Tenant is liable in accordance with this Section 4 and of which Landlord has given written
notice to Tenant, and if Tenant shall fail to do so after adequate notice and opportunity to
undertake same, Tenant shall permit Landlord to enter the Premises to carry out such works and
to pay to Landlord on demand the expense of so doing (including surveyors and other
professional advisers fees) together with interest at the Agreed Interest Rate from the date
of expenditure until payment by Tenant to Landlord; and (iii) not allow the Premises to enter,
remain or be used as a place in which any person is employed in contravention of Section
57(1)(e) of the Immigration Act (Cap. 133), Section 5 of the Employment of Foreign Manpower
Act (Cap. 91A) and any other similar Law in force at the moment.
 4.3
    
    Rules and Regulations.Tenant shall observe and comply with the Rules and Regulations
attached to this Sublease Agreement as Exhibit B attached hereto and made a part
hereof (the Rules and Regulations). Subject to the limitation in Section 4.2 above,
Landlord shall have the right at any time and from time to time to make, add to, amend, cancel
or suspend such Rules and Regulations in respect of the Building as in the judgment of
Landlord may from time to time be required for the management, safety, care or cleanliness of
the Building or for the preservation of good order therein or for the convenience of tenants
or for the use of the common areas of the Building, including without limitation, the hours of
access and fees, if any, payable by the users therefor, for the use of the facilities (if any)
in the Building provided by Landlord and all such Rules and Regulations shall bind Tenant upon
delivery of a copy thereof to Tenant upon (and from the date on which notice in writing
thereof is given to Tenant by Landlord); provided, however, that Landlord
shall not be liable to Tenant in any way for violation of the Rules and Regulations by any
person including other tenants of the Building or the employees, independent contractors,
agents, visitors, invitees or licensees of any such persons. If
 10




---



##### 



there shall be any inconsistency between the provisions of this Sublease Agreement and the
provisions of such Rules and Regulations then the provisions of this Sublease Agreement
shall prevail. Landlord shall not be responsible for, or subject to any liability as a
result of, the violation by Tenant or any other person of any such Rules and Regulations.
Landlord shall use best endeavors to uniformly enforce the Rules and Regulations.
 4.4
    
    Insurance Requirements.Tenant shall not use or permit any person to use the Premises
in any manner whereby any policy of insurance on including or in any way relating to the
Premises taken out by Landlord may become void or voidable or whereby the rate of premium
thereon or on the remainder of the Building may be increased.4.5
    
    External Areas and Outer Doors.No materials, supplies, tanks or containers,
equipment, finished products or semi-finished products, raw materials, inoperable vehicles or
articles of any nature shall be stored upon or permitted to remain outside of the Premises
except by the loading docks and related holding areas. Landlord shall so far as practicable
keep the outer doors of the Building open so as to provide Tenant and Tenants employees,
independent contractors, agents and permitted occupiers uninterrupted access subject always to
the closure of the outer doors of the Building at such time as Landlord in its own discretion
shall think fit. Landlord may in the case of invasion, mob, riot, public excitement or other
circumstances rendering such action advisable in landlords opinion, prevent access to the
Building during the continuance of the same and for so long and in such manner as Landlord
deems necessary including the closure of all doors and entrances of the Building.4.6
    
    Parking and Loading Docks.Tenant is allocated and shall have the right to use a
number of parking stalls in the Building Parking Area determined based on a ratio of 1 stall
per each 110 square meters of lettable space then-leased by Tenant hereunder for its use and
the use of Tenants Agents, customers and invitees throughout the Sublease Term, Option Terms
and any other extension term of this lease. Tenant shall not at any time use more parking
stalls than the number so allocated to Tenant or park its vehicles or the vehicles of others
in any portion of the Project outside of the Building Parking Areas. Tenant shall not have the
exclusive right to use any specific parking stall but Landlord shall provide Tenant access to
all Building Parking Areas including the basement parking area. Landlord reserves the right,
after having given Tenant reasonable written notice, to have any vehicles owned by Tenant or
Tenants Agents utilizing parking spaces in excess of the parking spaces allowed for Tenants
use or in any portion of the Project outside of the Building Parking Areas, to be towed away
at Tenants cost. All trucks and delivery vehicles shall be (i) parked at the rear of the
Building, (ii) loaded and unloaded in a manner which does not unreasonably interfere with the
businesses of Landlord or other occupants of the Project, and (iii) permitted to remain on the
Project only so long as is reasonably necessary to complete loading and unloading. In the
event Landlord elects or is required by any Law to limit or control parking in the Project,
whether by validation of parking tickets or any other method of assessment, Tenant agrees, at
no expense or inconvenience to Tenant or Tenants Agents, to participate in such validation or
assessment program under such reasonable rules and regulations as are from time to time
established by Landlord.4.7
    
    Fire Prevention.Tenant shall co-operate with Landlord to establish a fire-safe
environment for all users of the Building. For this purpose, Tenant shall: (i) participate in
all fire drills; (ii) attend fire safety awareness talks; (iii) practice the use of fire
extinguishers; and (iv) participate in any other activities deemed necessary by Landlord or as
directed by the authorities from time to time.4.8
    
    Weights and Stresses.Tenant shall obtain the prior written consent of Landlord
before bringing upon the Premises any heavy machinery or other plant, equipment or goods with
an imposed load in excess of 4 KN/m2 (or such other weight as may be prescribed by Landlord as
being applicable to the Premises). Landlord may direct the routing, installation and location
of all such machinery, plant, equipment and goods and Tenant shall comply with all such
directions. Landlord shall in all cases retain and have the power to prescribe the weight and
proper position of all iron or steel safes and other heavy machinery and equipment, articles
or goods whatsoever in the Premises and any or all damage caused to the Building or any part
thereof by Tenant or anyone on its behalf by taking in or moving out any safe, items of
machinery and equipment, furniture, goods or other articles or during the time such are in the
Building, shall be made good by Tenant. If Tenant shall not within seven (7) days of
Landlords notice, proceed diligently to repair or make good the damage, Landlord may repair
or make good the same and the expenses of Landlord together with interest at the Agreed
Interest Rate from date of expenditure until payment by Tenant to Landlord shall be paid by
Tenant on demand and such
 11




---



##### 



monies shall be recoverable as if they were rent in arrears. Notwithstanding anything to the
contrary hereinabove, Landlord acknowledges and covenants that the location and load of any such
machinery, plant, equipment and goods as of the date of this Agreement is in compliance with the
aforesaid requirements.4.9
    
    Upkeep of the Premises. Tenant shall: (i) keep the Premise free of pests, rodents,
vermin and insects; (ii) keep the windows of the Premises closed at all times and not to erect or
install any sign, device, furnishing, ornament or object which is visible from the street or from
any other building and which, in the reasonable opinion of Landlord, is incongruous or unsightly
and will detract from the general appearance of the Building; (iii) ensure that the decor and
design of the exterior of the Premises are in accordance with plans and specifications previously
submitted to and approved by Landlord, and not to make any changes to such external parts without
the prior written consent of Landlord; (iv) ensure that all doors of the Premises are safely and
properly locked and secured when the Premises are not occupied; (v) not cover or obstruct or permit
to be covered or obstructed in any manner or by any other article or thing (other than window
blinds approved by Landlord), the windows, sky-lights or ventilating shafts or air inlets or
outlets which reflect or admit light or enable air to flow into or out of the Premises or any part
of the Building; (vi) not employ in or about the Premises any cleaner other than a cleaning
contractor approved by Landlord to carry out the cleaning work for the Premises and Tenant shall
not have any claim against Landlord for any act, omission or negligence of such cleaner in or about
the performance or purported performance of his duties; and (vii) ensure that all sweepings,
rubbish, refuse, waste paper or other similar substances are properly disposed of in accordance
with the guidelines, rules and regulations prescribed by Landlord from time to time and not to
throw, place or allow to fall or cause or permit to be thrown or placed any sweepings, rubbish,
refuse, waste paper or other similar substances in the lift shafts, water-closets or other
conveniences in the Building and Tenant shall on demand pay to Landlord the costs of repairing any
damage to such lift shafts, water-closets or other conveniences arising therefrom.4.10
    
    Nuisance and Other Restrictions. Tenant shall not: (i) use the Premises for any
noxious, noisy or offensive trade or business nor for any illegal or immoral act or purpose; (ii)
hold in or on the Demised Premises any public entertainment; (iii) permit any vocal or instrumental
music in the Premises so that it can be heard outside the Premises; (iv) permit pets of any kind to
be kept on the Premises; (v) do in or upon or permit to be done in or upon the Premises anything
which may be or may become or cause a nuisance, annoyance, disturbance, inconvenience or damage to
Landlord or its other tenants of the Building or to the owners, tenants and occupiers of adjoining
and neighboring properties; (vi) allow any person to sleep in the Premises nor to use the Premises
for residential purposes; (vii) permit or cause to be permitted other than in designated areas the
placing or parking of bicycles, motor cycles or scooters, trolleys and other wheeled vehicles
and/or the stocking or storage or littering of goods or things in the
common parts of the Building, the corridors, passageways, pavements and the car-parking areas, and
Tenant shall keep all such internal and external parts of the Building clear and free of all
obstruction at all times; provided that motorcycles shall continue to be permitted to be parked on
the surface parking areas and in the basement parking area and bicycles may be parked on corners
not obstructing any traffic; (viii) place or take into the passenger lifts any baggage, furniture,
parcels, sacks, bags, heavy articles or other goods or other merchandise save only such light
articles as briefcases, attaché cases and handbags and to use only the service lift prescribed by
Landlord for the transportation of furniture, goods and other heavy equipment; (ix) permit or allow
food trays and tiffin carriers to be brought into or carried in any passenger lift and Tenant shall
ensure that such items are conveyed in the service lift only; (x) permit or allow the contractors,
workmen or cleaners (with or without equipment and tools) engaged by Tenant to use the passenger
lifts of the Building and to ensure that they use only the service lift prescribed by Landlord;
(xi) solicit business, display or distribute advertising material in the carparks or other common
areas of the Building; (xii) ensure that Tenant and Tenants Agents shall use the utility areas,
water closets and toilet facilities in the common parts of the Building in such a manner that (a)
such utility areas, water closets and toilet facilities will not be left by Tenant and Tenants
servants, agents independent contractors and permitted occupiers in an unhygienic condition nor
left in an untidy or dirty state or condition, (b) the pipes, drains, basins and sinks in such
utility areas, water closets and toilet facilities are clean and unblocked and (c) does not result
in excessive and unreasonable water consumption in the utility areas, water closets and toilet
facilities; (xiii) permit trade vehicles while being used for delivery and pick up of merchandise
to or from the Premises to be driven parked or stopped at any place or time within the Building
except within the loading dock of the Building and except at such other place or places and at such
time or times as Landlord may specifically allow and Tenant shall prohibit its employees service
suppliers and
 12




---



##### 



others over whom Tenant may have control from parking delivery vehicles during loading or unloading
in any place other than the specifically approved loading dock and such other specifically approved
places as aforesaid, and from obstructing in any manner howsoever the entrances exits and driveways
in and to the common parking areas and also the pedestrian footways in or to the common parts of
the Building; or (xiv) carry out or permit unauthorized smoking in the Premises and the lobbies,
corridors, staircases, lifts, hoists, lavatories and other parts in common use in the Building, and
Tenant shall in accordance with the Smoking (Prohibition in Certain Places) Act (Cap. 310) appoint
a manager who may adopt any means to bring to Tenants Agents attention to such prohibition.4.11
    
    Use and Name of Building. Landlord shall have the right at all times to change the
name or number by which the Building is known, which Landlord shall give ample notice to the
Tenant, stating the reason of such change. Nothwithstanding this, Landlord may consider Tenants
feedback to the change of name or number, if any. So long as Tenant occupies at least 50% of the
Building, Landlord shall not lease, license, sublease or otherwise permit occupancy in the Building
by any entity or person whose primary business is the Business Use, unless the parties otherwise
agree. Tenant shall not use the name of the Building as part of its trade or business name, other
than as its address and place of business. Tenant shall not use a name, trade mark or service mark
which includes the name of the Building or any derivative name sounding similar thereto for any
purpose whatsoever.4.12
    
    Signs. Tenant shall not place or display on the exterior of the Premises or on the
windows or inside the Premises so as to be visible from the exterior of the Premises any name,
writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or
advertisement other than (i) the name of Tenant sign written on the entrance doors of the Premises
in a style and manner previously approved in writing by Landlord, (ii) the name of Tenant displayed
in such indicator board in the Building as Landlord may designate from time to time, and (iii)
exterior monument signage at the Project as may otherwise be agreed to between Landlord and Tenant.
All such approved signs shall strictly conform to all Laws and Private Restrictions and shall be
installed at the expense of Tenant. If any name, writing, notice, sign, placard, poster, sticker or
advertisement shall be placed or displayed in breach of these provisions, Tenant hereby agrees to
permit Landlord to enter the Premises and to remove such name, writing, notice, sign, placard,
poster, sticker or advertisement and to pay to Landlord on demand the expense of so doing. If
Landlord so elects, Tenant shall, at the expiration or sooner termination of this Sublease
Agreement, remove all signs installed by it and repair any damage caused by such removal. Tenant
shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing,
subject to Tenant shall have the right to install three (3) external signs as follows: two (2) to
be located at the entrances to the Project as located on the Site Map and one (1) on the façade of
the Building, in each instance next to (and of comparable size and prominence) as the existing
Agilent signs. Tenant shall maintain such signs at its own cost and expenses.4.13
    
    Landlords Right to Deal with Adjoining Property. Landlord may deal as it may think
fit with other property belonging to Landlord adjoining or nearby the Project and to erect or
suffer to be erected on such property in compliance with Law any buildings whatsoever whether or
not such buildings shall affect or diminish the light or air which may now or at any time be
enjoyed by Tenant in respect of the Premises. Landlord shall have the right at all times without
obtaining any consent from or making any arrangement with Tenant to alter, reconstruct or modify in
any way whatsoever or change the use of the parts of the Building (including all fixtures,
fittings, machinery and apparatus therein and thereto), which are defined to be common property
under the Land Titles (Strata) Act or if the Building is not subdivided and registered under the
Land Titles (Strata) Act, those parts of the Building which would reasonably be deemed to be common
property if the Building had been subdivided and registered under that Act, so long as proper means
of access to and egress from the Premises are afforded and essential services are maintained at all
times. Nothing contained in this Sublease Agreement shall confer on Tenant any right to enforce any
covenant or agreement relating to other parts of the Building demised by Landlord to others, or
limit or affect the right of Landlord in respect of any such other premises to deal with the same
and impose and vary such terms and conditions in respect thereof in any manner as Landlord may
think fit. Landlord and its workmen and agents shall be entitled, at any time after delivery of the
Premises to Tenant and prior to the issue of the Certificate of Statutory Completion, to make such
alterations or additions to the Premises as may be required by the competent authorities for
purpose of the issue of the Certificate of Statutory Completion and Tenant shall permit Landlord,
its workmen and agents access into the Premises at all reasonable times for that purpose. In the
event that the issue of the Certificate of Statutory Completion is rejected or otherwise withheld
or delayed as a result of any deviation, alteration, addition or installation carried out or caused
to be carried out by
 13




---



##### 



Tenant without the written consent of Landlord or as a result of any act, default or omission on
the part of Tenant, Landlord may by notice in writing require Tenant to rectify the same within a
period of seven (7) days and if Tenant does not comply with Landlords notice within the said
period of seven (7) days, Landlord and its workmen and agents shall be entitled to enter into the
Premises to make such necessary alterations or additions to the Premises as may be required by the
competent authorities, and to recover from Tenant the cost of such alterations or additions
together with interest at the Agreed Interest Rate thereon from and including the date the costs
were so incurred by Landlord until the date they are paid (such costs and interest to be
recoverable as if they were rent in arrears).
 SECTION 5  TRADE FIXTURES AND IMPROVEMENTS
 5.1
    
    Trade Fixtures. All Trade Fixtures shall remain Tenants property.5.2
    
    Landlords Approval for Improvements. Tenant shall not construct any Improvements or
otherwise make any alterations or additions to the Premises or Project without Landlords prior
written approval which approval shall not be unreasonably withheld or delayed and not until
Landlord shall have first approved the plans and specifications therefore. For purpose of seeking
Landlords approval herein, Tenant shall submit to Landlord all plans, layouts, designs, drawings,
specifications and details of proposed materials to be used for any proposed Improvements. Landlord
shall be entitled to require Tenant to engage an architect, engineer or other consultant(s) for the
purpose of considering the plans, specifications and materials relating to the proposed
Improvements and for the purpose of supervising all works carried out by Tenant, if necessary,
having regard to the Improvements. Tenant shall obtain the prior written approval of Landlord to
its appointment of the architect, engineer or other consultant(s) pursuant to this Section (such
approval not to be unreasonably withheld or delayed).5.3
    
    Carrying out of Improvements. All Improvements to the Premises shall only be carried
out (i) in the case of any mechanical and electrical engineering works by a specialist contractor
employed by Tenant subject to consent of Landlord (such consent not to be unreasonably withheld or
delayed). All Improvements undertaken by Tenant shall be done in accordance with all Laws, and all
planning and other consents necessary or required pursuant to the provisions of any statute, rule,
order, regulation or by-law for any Improvement to the Premises or any part thereof, shall be
applied for and obtained by Tenant at its own cost and expense. Tenant shall not commence
construction of any Improvements until (i) all required governmental and regulatory approvals and
permits shall have been obtained and copies of same have been provided to Landlord, (ii) all
requirements regarding insurance imposed by this Sublease Agreement have been satisfied, (iii)
Tenant shall have given Landlord at prior written notice of its intention to
commence such construction, (iv) Tenant shall have notified Landlord by telephone of the
commencement of construction on the day it commences, and (v) if requested by Landlord in its
reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain
contingent liability and broad form builders risk and/or such forms of insurance and/or completion
and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall carry out and
complete all Improvements to the Premises in accordance with plans, layouts, designs, drawings,
specifications and using materials approved by Landlord, in a good and workmanlike manner using new
materials of good quality, in accordance with all planning and other consents referred to above,
and in compliance with the reasonable requirements of appointment consultant(s). All Improvements
shall remain the property of Tenant during the Sublease Term, but shall not be damaged, altered, or
removed from the Premises. At the expiration or sooner termination of
the Sublease Term, all
Improvements shall be removed from the Premises in accordance with the provisions of Section
17.5.5.4
    
    Alterations Required by Law. Tenant shall, at its own cost, make any alteration,
addition or change of any sort to the Premises that is required by
any Law because of (i) Tenants
particular use or change of use of the Premises, (ii) Tenants application for any permit or
governmental approval, or (iii) Tenants construction or installation of any Improvements or Trade
Fixtures. Any other alteration, addition or change required by Law that is not the responsibility
of Tenant pursuant to the foregoing shall be made by Landlord at Landlords own cost and expense.5.5
    
    Prohibited Alterations. In no event shall Tenant make any Improvements to the Premises
or the Project which could affect the structural integrity or the exterior design of the Premises
or the Project,
 14




---



##### 



or paint or make any Improvements or exert any force or load on the curtain wall, its frame
structure and all its related parts or to place or affix any structures or articles or materials
thereon which would otherwise render the warranty granted in favor of Landlord in respect of such
wall and structure null and void. Tenant shall not erect, install or put up any exterior lighting,
shade, canopy, awning, shed or other structure, whether permanent or temporary, at or on, in front
of or elsewhere outside the Premises.
 SECTION 6  REPAIR AND MAINTENANCE
 6.1
    
    Tenants Obligation to Maintain. Except as otherwise provided in Sections 6.2 and
12.1, Tenant shall, at its sole cost and expense, be responsible for the following during the
Sublease Term:
 6.1.1
    
    Tenant shall at all times repair and to keep in a clean and good state of tenantable repair
and condition (fair wear and tear and damage by Landlord excepted), the Premises and every part
thereof, through regular inspections and servicing, including without limitation the interior
thereof, the flooring, interior plaster or other surface material or rendering on walls and
ceilings, fixtures therein, all doors, windows, glass, locks, fastenings, installations and
fittings for light and power, any automatic fire extinguisher equipment in the Premises, all above
ground plumbing facilities (including all sinks, toilets, faucets and drains), and all ducts,
pipes, vents or other parts of the HVAC or plumbing system, all electrical facilities and all
equipment (including all lighting fixtures, lamps, bulbs, tubes, fans, vents, exhaust equipment and
systems), all improvements and additions to the Premises and all Landlords fixtures, fittings and
appurtenances of whatever nature affixed or fastened to the Premises, and without prejudice to the
generality of the foregoing, to replace at Tenants cost all broken or blown light bulbs, globes or
tubes installed upon the Premises and to make good to the satisfaction of Landlord any damage or
breakage caused to any part of the Premises or to Landlords fixtures and fittings therein by the
bringing in or removal of Tenants goods or effects or resulting from any action or omission of
Tenant or Tenants Agents.6.1.2
    
    All repairs and replacements required of Tenant shall be promptly made with new materials of
like kind and quality. If the work affects the structural parts of the Premises or if the
estimated cost of any item of repair or replacement is in excess of the Twenty-Five Thousand
Dollars (S$25,000.00), then Tenant shall first obtain Landlords written approval of the scope
of the work, plans therefor, materials to be used, and the contractor.6.1.3
    
    If any damage or injury is caused to Landlord or to any person whomsoever directly or
indirectly on account of the condition of any part of the interior of the Premises (including
flooring, walls, ceiling, doors, windows, curtain wall and its related parts including fluorocarbon
coating thereon and other fixtures), to be wholly responsible therefor and to indemnify Landlord
against all claims, demands, actions and legal proceedings whatsoever made upon Landlord by any
person in respect thereof. In the interpretation and application of the provisions of this
sub-clause, the decision of the surveyor or architect of Landlord shall be final and binding upon
Tenant (in the absence of manifest error).
 6.2
    
    Landlords Obligation to Maintain Repair and Replace. Landlord shall repair and
maintain (i) all utility and other building systems serving the Premises to the point of entry into
the Premises, including without limitation the mechanical, electrical, plumbing and other systems
serving the Premises, (ii) the roof and the other structural components of the Premises, including
but not limited to the footings, the foundation, the structural floor and the load bearing walls of
the Premises, (iii) the exterior skin of the Premises, and (iv) all underground utilities,
including sewer and water mains and other underground plumbing, serving the Premises, so that the
same are kept in good order and repair. Additionally, Landlord shall clean, provide janitorial
service (except with respect to the Premises which is Tenants cost and responsibility) for,
maintain in good order, condition and repair and replace when necessary the Building in which the
Premises are located and the Common Area and every part and system of, or serving, the foregoing
(including, without limitation, structural parts of the Building including without limitation
foundations, load bearing and exterior walls, sub-flooring, structural roof and roofing, windows
and frames, gutters, and downspouts on the building, sidewalks, curbs, parking lots, lamp and light
bulb replacement, electrical, lighting, plumbing and sewage systems and equipment and heating,
 15




---



##### 



ventilating, air-conditioning, elevators, emergency, fire protection, life safety, and support
systems servicing the Building), through regular inspections, servicing, repair and, as
commercially reasonably appropriate, replacement, each at a minimum in the same manner and to the
same schedule and specification as currently being performed prior to the Closing. Landlord may
engage contractors of its choice to perform the obligations required of it by this Section, and the
necessity of any expenditure to perform such obligations shall be at the sole discretion of
Landlord.6.3
    
    Control of Common Area. Landlord shall at all times have exclusive control of the
Common Area. Landlord shall have the right, without the same constituting an actual or constructive
eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the
Common Area to whatever extent required in the opinion of Landlords counsel to prevent a
dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the
Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii)
change the shape, size, location and extent of the Common Area; (iv) eliminate from or add to the
Project any land or improvement, including multi-deck parking structures; (v) make changes to the
Common Area including without limitation changes in the location of driveways, entrances,
passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking
areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi)
remove unauthorized persons from the Project; or (vii) change the name or address of the Premises
or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by
Tenant. In exercising any such rights regarding the Common Area, Landlord shall make a reasonable
effort to minimize any disruption to Tenants business. In the event Landlord elects to remodel or
construct improvements upon any part of the Common Area located outside of the Premises, Tenant
will cooperate with such remodeling or construction, including Tenants tolerating temporary
inconveniences in order to facilitate such remodeling or Construction.
 SECTION 7  UTILITIES
 7.1
    
    Utilities. Utility lines and facilities required by Tenant for Tenants Permitted Use
of the Premises are presently at the Premises, fully installed, assessed and operational, and
Landlord shall be responsible at all times for the maintenance and repair of all such utility lines
and facilities as provided in Section 6.2 hereof. The term Utility or Utilities as used in this
Section 7.1 shall include gas, electricity, water (including water for fire protection service),
sewer (both sanitary and storm), telephone and waste pickup. Tenant shall promptly pay all charges
including any taxes now or in the future imposed by SP Services Ltd. or other appropriate authority
in respect of the Utilities, and any other utilities, materials or services supplied and metered
separately to the Premises which shall be consumed or supplied on or to the Premises, or an
appropriate proportion thereof
attributable to the Premises, and pay all necessary hire charges for any equipment or appliances
supplied to Tenant by SP Services Ltd. or other appropriate authority. In the event of such
Utilities and other services not being supplied and metered separately to the Premises, to pay to
Landlord a proportionate part of the cost thereof, such cost to be calculated by Landlord and
notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to
the amount thereof (save for manifest error and Tenants right to audit pursuant to Section 8.5
below), and in the event of SP Services Ltd. or other equivalent authority responsible for the
supply of the Utilities and any other services supplied and used in the Building increasing the
charges therefor, Tenant shall pay to Landlord a proportionate part of the increased costs thereof,
such costs to be calculated by Landlord and notified to Tenant by a statement from Landlord in
writing, such statement to be conclusive as to the amount thereof (save for manifest error and
Tenants right to audit pursuant to Section 8.5 hereof).7.2
    
    Electrical Meter. Notwithstanding anything to the contrary in Section 7.1, Landlord
covenants that a separate meter for electricity for the Premises shall, at the sole expense of
Landlord, be (a) installed as soon as practicable following the date hereof and (b) maintained
during the Sublease Term.7.3
    
    Compliance with Governmental Regulations. Landlord and Tenant shall comply with all
rules, regulations and requirements promulgated by the Government of the Republic of Singapore,
statutory bodies or any other national, state or local governmental agencies or utility suppliers
concerning the use of utility services, including any rationing, limitation or other control.
Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental
agencies or utility suppliers in
 16




---



##### 



reducing energy or other resources consumption. Tenant shall not be entitled to terminate this
Sublease Agreement nor to any abatement in rent by reason of such compliance or cooperation. Tenant
agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules,
regulations and requirements which Landlord may prescribe in order to maximize the efficient
operation of the HVAC system and all other utility systems. In the event of an interruption in or
failure or inability by Landlord to provide water, natural gas or electrical utility services to
the Premises (a Service Failure), unless such Service Failure is caused by any act or omission of
Landlord or Landlords Agents, such Service Failure shall not, regardless of its duration, impose
upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or
otherwise, entitle Tenant to an abatement of Rent (except as hereafter provided) or to terminate
this Sublease Agreement or otherwise release Tenant from any of Tenants obligations under this
Sublease Agreement.
 SECTION 8  LANDLORD SERVICES ETC.
 8.1
    
    Landlord Services. Landlord shall provide to
Tenant the services set forth on Exhibit C
hereto (the Landlord Services).8.2
    
    Air-conditioning Services. Landlord shall maintain operation of the Building Central
Plant to provide for HVAC when necessary for normal comfort in the Premises. The hours and
temperatures (within a customary comfort range for the location with a Permitted Use of this
nature) shall be subject to Tenants control through a building automation system serving the
Premises. Tenant shall pay the Air- conditioning Charges to Landlord in accordance with Sections
3.3 and 3.6 hereof.8.3
    
    Increase in Tenants Contribution.
Effective at each of 1st of November 2013, 1st of
November 2015, 1st of November 2018, 1st of November 2020 and 1st of November 2023 (each a
Tenants Contribution Increase Date) (provided that the Sublease Term is still subsisting
at the relevant time), Landlord shall be entitled, by notice in writing to Tenant, to increase
Tenants Contribution if there is any increase in Landlords cost of providing services. Any
increase in Tenants Contribution shall be payable from the date specified in Landlords notice but
in each instance not earlier than the then applicable Tenants Contribution Increase Date. Such
notice shall, save for manifest error and subject to Tenants audit right, be conclusive and
binding on Tenant, both as to Tenants liability for such increase and the amount thereof.8.4
    
    Audit Right. Landlord agrees to grant Tenant the right to review, inspect and contest
Landlords books and records relating to any Landlord Service, the Air-conditioning Charges or any
other charges or sums claimed by Landlord to be due and payable by Tenant hereunder, during regular
operating hours and at Tenants sole expense; provided,
however, that such right may not be
exercised more than two times (2x) during any twelve-month period.
 SECTION 9  PROPERTY TAXES
 9.1
    
    Property tax imposed or levied by the relevant government authority on the Premises or on the
Project (or any part thereof) and as may be apportioned by Landlord or attributable to the Premises
shall be paid as follows:
 9.1.1
    
    Landlord shall for the duration of the Sublease Term pay property tax levied on or
attributable to the Premises but only to the extent that such payment by Landlord in respect of the
Premises shall not exceed property tax calculated (i) on the basis of an annual value equivalent to
the annual Rent payable under this Agreement (Base Annual
Valve) and (ii) at the property tax
rate applicable on first assessment of property tax. In the event that any additional property tax
levied by the relevant authority on or apportioned by Landlord as attributable to the Premises is
payable on account of (aa) the annual value assessed by the relevant government authority or
apportioned by Landlord as attributable to the Premises (whether on first assessment by the
relevant government authority or as increased from time to time whether retrospective or otherwise)
which is in excess of the Base Annual Value and/or
 17




---



##### 



(bb) an increase in the property tax rate above the rate applicable on first assessment, such
additional property tax shall be borne and paid by Tenant to Landlord on demand.
 9.1.2
    
    In the event that the Premises are not separately assessed for property tax but the Project
is assessed as a whole or in parts, then for the purpose of Clause 9.1.1 above, Landlord shall
determine the apportionment of the annual value (as assessed by the relevant authority) and the
property tax which would be attributable to the Premises. Such apportionment shall be based on the
proportion which (i) the floor area of the Premises bears to (ii) the net lettable area of the
whole or the relevant part of the Project. Landlords determination of the apportionment shall be
accepted by Tenant as final and conclusive (save for manifest error) and Tenants right to audit.9.1.3
    
    Tenants liability in respect of additional property tax referable to the Sublease Term,
pursuant to the provisions of Clause 9.1 shall not be affected by the expiry or earlier
determination of this Sublease Agreement.9.1.4
    
    Objection to any assessment of annual value or imposition of additional property tax on the
Premises during the Sublease Term may be made by Landlord in its discretion and by Tenant if Tenant
deems fit and Landlord shall assist Tenant in making any objection to the relevant government
authority as may be required.
 SECTION 10  INSURANCE
 10.1
    
    Tenants Insurance. Tenant shall maintain insurance complying with all of the
following:
 10.1.1
    
    Tenant shall procure, pay for and keep in full force and effect, the following (or have the
following procured, paid for and kept in force and effect by Avago for the benefit of Tenant):
 (a)
    
    Broad-form, general commercial liability insurance (or the equivalent insurance as written for
coverage in Singapore), including property damage, against liability for personal injury, bodily
injury, death and damage to property occurring in or about, or resulting from an occurrence in or
about, the Premises with combined single limit coverage of not less than the amount of Tenants
Minimum Liability Insurance Coverage, which insurance shall contain, fire legal endorsement
coverage and a contractual liability endorsement (if available for subleased premises occupied
for the Permitted Use in the area in which the Premises is located) insuring Tenants performance
of Tenants obligation to indemnify Landlord contained in Section 11.4, and with Landlord and such
other parties as Landlord shall designate named as an additional insured parties;(b)
    
    Fire and property damage insurance against loss caused by fire, extended coverage perils
including steam boiler insurance, sprinkler leakage, if applicable, vandalism, malicious mischief
and such other additional perils as now are or hereafter may be
included in a standard extended coverage endorsement from time to time in general use in Singapore;
and(c)
    
    Workers compensation and Employee liability coverage sufficient to comply with all local Laws;
 10.1.2
    
    The broad-form general commercial liability insurance (or the equivalent insurance as
written for coverage in Singapore) that Tenant is required to carry under Section 10.1.1(a) shall
name Landlord and such other parties in interest as Landlord designates as additional insureds.
Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section
10.1 shall (i) be primary insurance without the right of contribution from any other insurance
coverage of Landlord, (ii) be in a form reasonably satisfactory to Landlord, (iii) be carried with
insurance companies acceptable to Landlord, (iv) provide that such policy shall not be subject to
cancellation, reduction of coverage or lapse except after at least thirty (30) days prior written
notice to Landlord, (v) where permissible under Singapore law and if available
 18




---



##### 



and customary under Singaporean practice, contain a cross liability endorsement, and (vi) contain a
severability clause.10.1.3
    
    A certificate of insurance reflecting that the insurance required to be carried by Tenant
pursuant to this Section 10.1 is in force, and reflecting the required additional insured provision
satisfactory to Landlord in substance and form, shall be delivered to Landlord prior to the time
Tenant or any of Tenants Agents enters the Premises and upon renewal of such policies, but not
less than thirty (30) days prior to the expiration of the term of such coverage.
 10.2
    
    Release and Waiver of Subrogation. The Parties release each other, and their
respective Landlords Agents and Tenants Agents, from any liability for any property loss or
damage that is caused by or results from any risk insured or which could be insured against under
the types of insurance specified in Section 10.1 above;
provided, however, the foregoing provisions
shall not apply to the third party liability insurance described in Section 10.1 to the extent
prohibited by Law. To the extent permitted under Law, each Party shall secure a written waiver of
subrogation from its respective insurers under these respective policies.10.3
    
    Landlords insurance. Landlord shall maintain such insurance with respect to the
Project as shall be deemed customary for the location of the Project for owners and landlords of
industrial manufacturing facilities in Singapore. Notwithstanding the foregoing, for so long as
Agilent Technologies Singapore Pte Ltd (or its affiliate) is the Landlord hereunder and it
maintains the insurance coverage in place as of the Commencement Date, such coverage shall be
deemed to satisfy the covenant set forth in the preceding sentence of this Section 10.3.
 SECTION 11  ADDITIONAL LANDLORD OBLIGATIONS AND LIMITATION ON  LANDLORDS LIABILITY AND INDEMNITY
 11.1
    
    Landlord Obligations. In addition to Landlords covenants set forth elsewhere
throughout this Agreement, Landlord also covenants as follows:
 11.1.1
    
    Landlord shall timely comply with, at Landlords cost and expense, all of the terms of the
Head Lease, and shall not intentionally undertake or intentionally fail to undertake any act which
gives rise to the termination of the Head Lease or the termination of this Sublease Agreement.11.1.2
    
    Notwithstanding any other provisions in this Sublease Agreement, subletting and
administrative fees, if any (including any subletting fees or administrative fees levied or imposed
retrospectively) imposed by HDB or other competent authority in respect of the subletting of the
Premises by the Landlord to the Tenant for the Sublease Term pursuant to this Sublease Agreement
shall be borne by the Landlord.11.1.3
    
    Landlord undertakes to exercise its option to renew the Head Lease in accordance with the
provisions of the Head Lease and to comply with all necessary terms and conditions of the Head
Lease in connection with the exercise of the option for renewal.11.1.4
    
    Landlord warrants and represents that it has complied with all Law in relation to the
Project (including the Premises) and has obtained all necessary waivers, approvals, consents and
permissions (collectively the Consents) required for the use, operations and processes carried
out at the Project (including the Premises) as at the date hereof. The Landlord further undertakes
to comply with all Law and to do all things required to obtain, renew or extend the Consents.
Subject to Sections 10.2, 11.2 and 11.3 hereof, if the Landlord fails to obtain, renew or extend
the Consents and any change to the use of the Project is required as a result so as to comply with
any Law regarding land use ratio or quantum, such change shall not be effected on the Premises but
on the parts of the Project other than the Premises at the sole cost and expense of the Landlord.
Without limitation of the foregoing, Landlord also covenants that, if not already commenced, within
thirty (30) days of the Commencement Date, it shall commence, and thereafter shall diligently
pursue, the extension of any relevant Consent or the change of the legal designation of the
Project, as the case may be, such that the operation of
 19




---



##### 



the Project and Premises as operated as of the Commencement Date shall be in compliance with, and
without the need for any further waiver from, the legal requirements imposed by any relevant
authority (including the Urban Redevelopment Authority) with respect to the Project.
 11.2
    
    Limitation on Landlords Liability. Notwithstanding anything to the contrary contained
in this Sublease Agreement, Landlord shall not be liable to Tenant or any of Tenants Agents for
any injury to Tenant or any of Tenants Agents, or damage to Tenants property, resulting from any
cause, including without limitation any (i) any interruption or failure of any HVAC or other
utility system or any Landlord Services by reason of necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or
other defect or breakdown or by reason of any circumstances beyond Landlords control; (ii) repairs
or improvements to the Premises by Landlord or any services provided by Landlord to Tenant
hereunder; (iii) limitation, curtailment, rationing or restriction on the use of water or
electricity, gas or any other form of energy or any services or utility serving the Premises or the
Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by
Tenant or any other of Tenants Agents; (v) any damage, injury or loss arising out of the leakage
or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the
Building; (vi) any damage, injury or loss caused by other tenants or persons in the Building; (vii)
any damage, injury or loss arising from or in connection with the use of the Common Areas or the
Building Parking Area; (viii) vandalism or forcible entry by unauthorized persons; (ix) penetration
of water into or onto any portion of the Premises through roof leaks or otherwise. This Section
11.2 shall not limit Landlords obligations under Section 11.5 hereof which obligations however
remain subject to Section 11.3 hereof. In addition and notwithstanding any provision of this
Agreement, in no event shall (a) Landlord be liable to Tenant or any of Tenants Agents under this
Agreement for any consequential (including without limitation any injury to Tenants business or
loss of income or profit therefrom), punitive or exemplary damages, or (b) Tenant be liable to
Landlord or any of Landlords Agents under this Agreement for any consequential (including without
limitation any injury to Landlords business or loss of income or profit therefrom), punitive or
exemplary damages.11.3
    
    Limitation on Tenants Recourse. Notwithstanding any other term or provision of this
Sublease Agreement, the liability of Landlord for its obligations under this Sublease Agreement is
limited to (a) Landlords equity interest in the Project up to a maximum in Singapore dollars
equivalent to US$500,000, provided that, until such time as (x) Landlord has obtained the permanent
(as such term is described below) extension of any relevant Consent with respect to the Project and
the Premises as operated as of the Commencement Date such that the Project and the Premises shall
be in compliance with, and without the need for any further waiver (other than as such may be
required due to the expiration of any permanent waiver) from, the legal requirements imposed by the
Urban Redevelopment Authority with respect to the Project, or (y) the legal zoning of the Project
is changed such that the operation of the Project and the Premises as operated as of the
Commencement Date shall be in compliance with, and without the need for any further waiver from,
the legal requirements imposed by the Urban Redevelopment
Authority or any other governmental authority (including, without limitation, the HDB) with respect
to the Project, the limitation of Landlords liability solely with respect to the foregoing shall
be limited to a maximum amount in Singapore dollars equivalent to US$2,000,000, and (b) to no other
assets of Landlord for satisfaction of any liability in respect of this Sublease Agreement, and no
personal liability shall at any time be asserted or enforceable against any other assets of
Landlord or against Landlords stockholders, directors, principals, representatives, trustees or
partners on account of any of Landlords obligations or actions under this Sublease Agreement. For
the purposes of the preceding sentence, the term permanent shall be deemed to include any Consent
that is extended or granted for a period of no less than five (5) years from the Commencement Date.
In addition, in the event of conveyance of Landlords interest in the Project or the Premises,
then, subject to Section 15.2 hereof, from and after the date of such conveyance, Landlord shall be
relieved of all liability with respect to Landlords obligations to be performed under this
Sublease Agreement after the date of such conveyance.11.4
    
    Indemnification of Landlord. To the fullest extent allowed by Law but subject to
Section 10.2 and 11.2 hereof, Tenant shall indemnify, defend, protect and hold harmless Landlord
and Landlords Agents from (i) all claims, demands, writs, summonses, actions, suits, proceedings,
judgments, orders, decrees, damages, costs, losses and expenses of any nature whatsoever which
Landlord may suffer or incur in connection with loss of life, personal injury and/or damage to
property arising from or out of any occurrences in, upon or at the Premises or the use of the
Premises or any part thereof by Tenant or
 20




---



##### 



by any of Tenants Agents (except to the extent caused by the willful misconduct or gross
negligence of Landlord or Landlords Agents); (ii) all loss and damage to the Premises, the
Building and to all property therein caused directly or indirectly by Tenant or Tenants Agents and
in particular but without limiting the generality of the foregoing caused directly or indirectly by
the use or misuse, waste or abuse of water, gas or electricity or faulty fittings or fixtures;
(iii) the gross negligence or willful misconduct of Tenant or Tenants Agents, wherever the same
may occur; or (iv) any breach of this Sublease Agreement by Tenant. The provisions of this Section
11.4 shall survive the expiration or sooner termination of this Sublease Agreement.11.5
    
    Indemnification of Tenant. To the fullest extent allowed by Law but subject to
Sections 10.2, 11.2 and 11.3 hereof, Landlord shall indemnify, defend, protect and hold harmless
Tenant and Tenants Agents from all liability, penalties, losses, damages, costs, expenses, causes
of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury
or property damage resulting from (i) the gross negligence or willful misconduct of Landlord or
Landlords Agents, or (ii) any breach of this Sublease Agreement by Landlord. The provisions of
this Section 11.5 shall survive the expiration or sooner termination of this Sublease Agreement.11.6
    
    Indemnity of HDB. Landlord shall indemnify and keep HDB indemnified from and against
all liabilities, claims and proceedings, costs and expenses whatsoever and howsoever arising out of
or in connection with this Sublease Agreement.11.7
    
    Abatement
 11.7.1
    
    Notwithstanding anything to the contrary, including without limitation Sections 3, 8, 11.2
and 11.3 hereof, in the event Landlord fails to deliver any of the Landlord Services or Air-conditioning Services to be provided hereunder, Tenants Contribution or Air-Conditioning Charges,
as applicable, shall abate to the extent of and for the duration of such failure and Tenant shall
have the right to take any reasonable action for the purpose of securing such Landlord Services or
Air-conditioning services not being delivered and Landlord shall reimburse Tenant for any
reasonable costs, expenses and fees incurred by Tenant in procuring such services within fifteen
(15) business days of receipt of notice thereof from Tenant absent which Tenant shall have the
right to offset such amounts from the next installments of Rent payable by Tenant hereunder until
recompensed in full for such reasonable expenditures.11.7.2
    
    Notwithstanding anything to the contrary, including without limitation Sections 6.2, 7, 11.2
and 11.3 hereof, in the event of an interruption in the provision of utility service to the
Premises or the failure of Landlord to perform or cause to be performed its obligations set forth
in the first sentence of Section 6.2 hereof, any Rent payable hereunder shall abate to the extent
such failure impedes Tenants ability to use the Premises as it otherwise would be able in the
ordinary course of this Sublease Agreement until such interruption or failure of service or
performance is cured.
 SECTION 12  DAMAGE TO PREMISES
 12.1
    
    Untenantability. If the Premises or any part thereof shall at any time be damaged or
destroyed by fire or any other cause which is beyond the control of Landlord so as to render the
Premises unfit for occupation and use (except where such damage or destruction has been caused by,
or the policy or policies of insurance in relation to the Premises shall have been vitiated or
payment of the policy monies withheld in whole or in part in consequence of, some act or default of
Tenant or Tenants Agents), the Rent reserved by this Sublease Agreement or a fair and just
proportion thereof according to the nature and extent of the damage sustained shall be suspended
until the Premises shall again be rendered fit for occupation and use, and any dispute concerning
this clause shall be determined by a single arbitrator in accordance with the Arbitration Act,
Chapter 10 of Singapore. All insurance proceeds available from the fire and property damage
insurance carried by Landlord, if any, shall be paid to and become the property of Landlord.12.2
    
    Landlords Right to Terminate. Landlord shall have the option to terminate this
Sublease Agreement in the event any of the following occurs, which option may be exercised only by
delivery to Tenant of a
 21




---



##### 



written notice of election to terminate within sixty (60) days after the date of such damage
or such later date as is reasonably necessary under the circumstances:
 12.2.1
    
    Either the Premises or Project is damaged by any peril either (i) not covered by any
insurance carried by Landlord and the estimated cost to restore equals or exceeds One Hundred
Thousand Dollars (S$l00,000.00), or (ii) covered by valid and collectible insurance actually
carried by Landlord and in force at the time of such damage or destruction and the estimated cost
to restore equals or exceeds Two Hundred Fifty Thousand Dollars (S$250,000.00);12.2.2
    
    Either the Premises or Project is damaged by any peril and (i) the amount of the insurance
proceeds that will be received by Landlord for repair or restoration of the Premises will not be
sufficient to pay for the cost of such repair or restoration, (ii) the Laws then in effect prevent
Landlord from repairing or restoring the Premises to substantially the same condition in which the
Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be
substantially completed within 180 days after the date of such damage; or12.2.3
    
    Either the Premises or Project is damaged by any peril and, because of the Laws then in
force, (i) may not be restored at reasonable cost to substantially the same condition in which it
was prior to such damage, or (ii) may not be used for the same use being made thereof before such
damage whether or not restored as required by this Section.
 SECTION 13  GOVERNMENT ACQUISITION
  SECTION 14  DEFAULT AND REMEDIES
 14.1
    
    Events of Tenants Default. Tenant shall be in default of its obligations under this
Sublease Agreement if any of the following events occur (each, an Event of Default):
 14.1.1
    
    Tenant shall have failed to pay any Rent and Air-Conditioning Charges when due and such
failure is not cured within five (5) days after delivery of written notice from Landlord specifying
such failure to pay;14.1.2
    
    Tenant shall have failed to perform any term, covenant or condition of this Sublease
Agreement except those requiring the payment of Monthly Base Rent or Additional Rent, and
Tenant shall not cure such default within fifteen (15) days after delivery of written notice from
Landlord specifying such failure to perform, or where such default is not capable of being
 22




---



##### 



cured within such 15-day period, Tenant shall have failed to commence such cure within such 15-day
period and thereafter using best efforts, diligently bring such cure to completion;14.1.3
    
    The appointment of a receiver, receiver and manager, or provisional liquidator in respect of
Tenant of any of its property or assets;14.1.4
    
    Tenant shall have abandoned the Premises or left the Premises substantially; or14.1.5
    
    The occurrence of the following: (i) inability of Tenant to pay its debts as and when they
fall due; (ii) presentation of a winding up petition (except for the purpose of amalgamation or
reconstruction when solvent) for the winding up of Tenant; (iii) issuance of a notice of meeting of
members or shareholders for the passing of a resolution for winding up (except for the purpose of
amalgamation or reconstruction when solvent) of Tenant; (iv) presentation of a petition for the
judicial management of Tenant; and (v) making of a proposal by Tenant to its creditors for a
composition in satisfaction of its debts or a scheme of arrangement of its affairs.
 14.2
    
    Landlords Remedies. In the event of any Event of Default by Tenant, to the extent
permitted by applicable Law, Landlord shall have the following remedies, in addition to all other
rights and remedies provided by any Law or otherwise provided in this Agreement, to which Landlord
may resort cumulatively, or in the alternative:
 14.2.1
    
    Landlord may keep this Sublease Agreement in effect and enforce by an action at law or in
equity all of its rights and remedies under this Sublease Agreement, including (i) the right to
recover the Rent and Air-Conditioning Charges as it becomes due by appropriate legal action, (ii)
the right to make payments required of Tenant or perform Tenants obligations and be reimbursed by
Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid
by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and
specific performance to compel Tenant to perform its obligations under this Sublease Agreement.
Notwithstanding anything contained in this Sublease Agreement, in the event of a breach of an
obligation by Tenant which results in a condition which (i) poses an imminent danger to safety of
persons or damage to property, then Landlord may without prior notice to Tenant enter the Premises
and take any action that is necessary to cure such breach (but with notice provided as soon as
commercially practicable thereafter) and be reimbursed by Tenant for the reasonable cost thereof
with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord
is reimbursed by Tenant,
or (ii) results in an unsightly condition visible from the exterior of the Premises, or a threat to
insurance coverage, then if Tenant does not cure such breach within 10 days after delivery to it of
written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be
reimbursed by Tenant for the cost thereof with interest at the Agreed Interest Rate.14.2.2
    
    Landlord may enter the Premises for the purposes of reletting the Premises or any part
thereof to third parties for Tenants account for any period, whether shorter or longer than the
remaining Sublease Term. Tenant shall be liable immediately to Landlord for all commercially
reasonable costs Landlord incurs in reletting the Premises or any part thereof, including without
limitation brokers reasonable commissions and reasonable expenses of altering and preparing the
Premises for reletting. Tenant shall pay to Landlord the Rent and Air-Conditioning Charges due
under this Sublease Agreement on the date the Rent and Air- Conditioning Charges is due, less the
rent and other sums Landlord received from any reletting. No act by Landlord allowed by this
subparagraph shall terminate this Sublease Agreement unless Landlord notifies Tenant in writing
that Landlord elects to terminate this Sublease Agreement. Notwithstanding any reletting without
termination, Landlord may later elect to terminate this Sublease Agreement because of the default
by Tenant.14.2.3
    
    Landlord may terminate this Sublease Agreement by giving Tenant: (a) written notice of
termination, in which event this Sublease Agreement shall terminate on the date set forth for
termination in such notice or (b) within thirty (30) days after Landlords notice to rectify such
breach it shall be lawful for Landlord at any time thereafter to re-enter upon the Premises (even
if Landlord had previously waived such right of re-entry) or any part thereof in the name
 23




---



##### 



of the whole and the tenancy shall hereby be terminated. Any termination under this Section 14.2.3
shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim
against Tenant for damages or rent previously accrued or then accruing. In no event shall any one
or more of the following actions by Landlord, in the absence of a written election by Landlord to
terminate this Sublease Agreement, constitute a termination of this Sublease Agreement: (i)
appointment of a receiver or keeper in order to protect Landlords interest hereunder; (ii) consent
to any subletting of the Premises or assignment of this Sublease Agreement by Tenant, whether
pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlords
agents or employees intended to mitigate the adverse effects of any breach of this Sublease
Agreement by Tenant, including without limitation any action taken to maintain and preserve the
Premises or any action taken to relet the Premises or any portions thereof to the extent such
actions do not affect a termination of Tenants right to possession of the Premises.14.2.4
    
    In the event Tenant breaches this Sublease Agreement and abandons the Premises, this
Sublease Agreement shall not terminate unless Landlord gives Tenant written notice of its election
to so terminate this Sublease Agreement. No act by or on behalf of Landlord intended to mitigate
the adverse effect of such breach, including those described by Section 14.2.3, shall constitute a
termination of Tenants right to possession unless Landlord gives Tenant written notice of
termination. Should Landlord not terminate this Sublease Agreement by giving Tenant written notice,
Landlord may enforce all its rights and remedies under this Sublease Agreement, including the right
to recover the Rent and Air-Conditioning Charges as it becomes due under the Sublease Agreement.14.2.5
    
    In the event Landlord terminates this Sublease Agreement, to the extent permitted under
applicable Law, Landlord shall at its election be entitled, in addition to any other rights and
remedies available to Landlord in law or equity, to damages; provided, however, Landlord shall take
commercially reasonable measures to mitigate its loss. For purposes of computing damages, an
interest rate equal to the Agreed Interest Rate shall be used where permitted. To the extent
permitted under applicable Law, such damages shall include:
 (a)
    
    The worth at the time of award of the amount by which the unpaid Rent and Air-Conditioning
Charges for the balance of the term after the time of award exceeds the prevailing market rate (as
such phrase is used in Section 2.2 hereof) of the Premises, computed by discounting such amount at
the Agreed Interest Rate; and(b)
    
    Such other amounts necessary to compensate Landlord for all costs directly incurred by Landlord
caused by Tenants failure to perform Tenants obligations under this Sublease Agreement, including
the following: (i) expenses for cleaning, repairing or restoring the Premises; (ii) brokers fees,
advertising costs and other expenses of reletting the Premises; (iii) expenses in retaking
possession of the Premises; and (iv) reasonable attorneys fees and court costs incurred by
Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred
as a result of Tenants default.(c)
    
    Nothing in this Section 14.2 shall limit Landlords right to indemnification from Tenant as
provided in Section 11.4. Any notice given by Landlord in order to satisfy the requirements of
Section 14.1.1 or Section 14.1.2 above shall also satisfy the notice requirements of any Law
regarding eviction or unlawful detainer proceedings, provided that such notice is prepared and
served upon Tenant in accordance with all applicable requirements of such Law.
 14.3
    
    Limitation on Exercise of Rights. At any time that an Event of Default by Tenant has
occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any
consent or approval requested of it by Tenant which Landlord would otherwise be obligated to give
(unless, by means of the act for which consent is being requested, such Event of Default would be
cured upon the granting of such consent); and (ii) Tenant may not exercise any right to terminate
this Sublease Agreement or other right granted to it by this Sublease Agreement which would
otherwise be available to it.
 24




---



##### 



14.4
    
    Waiver. Knowledge or acquiescence by either Party of any breach by the other Party of
any of the covenants, conditions or obligations herein contained shall not operate or be deemed to
operate as a waiver of such covenants, conditions or obligations and any consent or waiver of the
innocent Party shall only be effective if given in writing. No consent or waiver expressed or
implied by either Party to or of any breach of any covenant, condition or obligation of the other
Party shall be construed as a consent or waiver to or of any other breach of the same or any other
covenant, condition or obligation and shall not prejudice in any way the rights, powers and
remedies of the innocent Party herein contained. Any acceptance by Landlord of Rent reserved by
this Sublease Agreement or any other sum payable under this Sublease Agreement shall not be deemed
to operate as a waiver by Landlord of any right to proceed against Tenant in respect of a breach by
Tenant of any of Tenants obligations hereunder.
 SECTION 15  ASSIGNMENT AND SUBLETTING
 15.1
    
    By Tenant. The following provisions shall apply to any direct or indirect assignment,
subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest
of the original Tenant (collectively referred to in this Section as Tenant):
 15.1.1
    
    Tenant shall not do any of the following (collectively referred to herein as a
Transfer), whether voluntarily, involuntarily, or by operation of laws, without the prior
written consent of Landlord, which consent may not be unreasonably withheld or denied: (i) sublet
all or any part of the Premises or allow it to be sublet, occupied or used by any person or entity
other than Tenant; (ii) assign its interest in this Sublease Agreement; (iii) transfer any right
appurtenant to this Sublease Agreement or the Premises; (iv) encumber the Sublease Agreement (or
otherwise use the Sublease Agreement as a security device) in any manner; or (v) terminate or
materially amend or modify an assignment, sublease or other transfer that has been previously
approved by Landlord; provided, however, that Tenant may, without the prior written
consent of Landlord but subject to the approval of HDB, assign this Sublease Agreement to one or
more direct or indirect subsidiaries of Tenant. Notwithstanding the foregoing, this Sublease
Agreement may be assigned by Tenant to any person, entity or organization that acquires all or
substantially all of the assets of Tenant, subject to the prior written consent of Landlord, which
may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any
doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing
ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of
multiple transactions) has, if required, been approved by HDB
shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is
provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s).
Tenant shall reimburse Landlord for all reasonable costs and attorneys fees incurred by Landlord
in connection with the processing and/or documentation of any requested Transfer whether or not
Landlords consent is granted. Any Transfer so approved by Landlord shall not be effective until
Tenant has paid all such costs and attorneys fees to Landlord and delivered to Landlord an
executed counterpart of the document evidencing the Transfer that (a) is in form approved by
Landlord, (b) contains the same terms and conditions as stated in Tenants notice given to Landlord
pursuant to Section 15.1.2 below, and (c) contains the agreement of the proposed Transferee to
assume all obligations of Tenant related to the Transfer arising after the effective date of such
Transfer. Any attempted Transfer without Landlords consent shall constitute a default by Tenant
and shall be voidable at Landlords option. Landlords consent to any one Transfer shall not
constitute a waiver of the provisions of Section 15.1 as to any subsequent Transfer nor a consent
to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of
its personal and primary obligation to pay the rent and Air-Conditioning Charges and to perform all
of the other obligations to be performed by Tenant hereunder. The acceptance of rent and
Air-Conditioning Charges by Landlord from any person shall not be deemed to be a waiver by Landlord
of any provision of this Sublease Agreement nor to be a consent to any Transfer.15.1.2
    
    Tenant shall give Landlord at least thirty (30) days prior written notice of any desired
Transfer and, upon the reasonable request of Landlord, the proposed terms of such Transfer (it
being
 25




---



##### 



understood that historical financial information regarding the proposed transferee will be deemed
reasonable). Landlord shall respond in writing to Tenants request for Landlords consent to a
Transfer within the later of (x) thirty (30) days of receipt of such request together with the
required accompanying documentation or (y) twenty (20) days after Landlords receipt of all
information which Landlord reasonably requests within ten (10) days after it receives Tenants
first notice regarding the Transfer in question. If Landlord fails to respond in writing within
said period, Landlord will be deemed to have consented to such Transfer. Tenant shall immediately
notify Landlord of any modification to the proposed terms of such Transfer.
 15.2
    
    By Landlord. Landlord and its successors in interest shall have the right to transfer
their interest in the Premises or the Building at any time and to any person or entity, provided
(i) such person or entity agrees to assume and perform all obligations of Landlord hereunder, (ii)
Landlord obtains all consents required by applicable Law in connection therewith and complies with
the terms thereof, and (iii) Landlord transfers the Security Deposit Amount to such transferee. In
the event of any such transfer, Landlord originally named herein (and in the case of any subsequent
transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved,
without any further act by any person or entity, of all liability for the performance of the
obligations of Landlord hereunder which may accrue after the date of such transfer, and (ii) shall
be relieved of all liability for the performance of the obligations of Landlord hereunder which
have accrued before the date of transfer. After the date of any such transfer, the term Landlord
as used herein shall mean the transferee of such interest in the Premises. Notwithstanding the
foregoing, in the event that Landlord desires to assign, sell, encumber or otherwise transfer or
alienate any of its right, title and interest in and to the Head Lease, the Project, the Building
or any portion thereof, Landlord shall require any such assignee, purchaser or transferee (the
Transferee) of Landlords interest therein to execute (together with Landlord and the
Tenant) a novation deed/agreement in form and substance reasonably acceptable to Tenant pursuant to
which (a) the Transferee shall assume Landlords obligations and rights under this agreement, and
(b) Landlord and any such Transferee, at their sole cost and expense, shall obtain any consents and
approvals required by applicable Law (including, without limitation, the HDB), and shall comply
with any and all conditions of the applicable authorities, as required by applicable Law to any
such transfer or conveyance.
 SECTION 16  WASTE DISPOSAL AND HAZARDOUS SUBSTANCES
  16.1
    
    Compliance With Environmental Law; Cooperation; Sharing of Costs.
 16.1.1
    
    Tenant, at its sole cost, shall comply with all Environmental Laws applicable to Tenants
occupancy, use, or activities at the Premises.16.1.2
    
    Tenant shall use reasonable efforts to cooperate with Landlord in Landlords efforts to
comply with Environmental Laws. Unless otherwise explicitly set forth in this Sublease Agreement,
Tenant, at its sole cost, shall be responsible for obtaining and maintaining all permits necessary
for Tenants occupancy, use, or activities on or about the Premises.
 16.2
    
    Notifications. Tenant shall promptly provide Landlord with non-confidential
information reasonably requested by Landlord concerning environmental matters at the Premises or
the Project and shall give Landlord written notice of: (i) any investigation, inspection,
enforcement, remediation, or other regulatory action or order taken, issued or threatened in
connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any
claims made or threatened by any third Party against either of them, or any report, notice or
complaint filed or threatened to be filed with any government agency, in connection with their
occupancy, use or activities on or about the Premises or the Project pursuant to any Environmental
Law; and (iii) all incidents or matters with respect to the Premises or the Project as to which
they are required to give notice to any governmental or quasi governmental entity pursuant to any
Environmental Law.
 26




---



##### 



16.3
    
    Remediation.
 16.3.1
    
    Environmental Condition. In the event an Environmental Condition exists or occurs on
or about the Premises, Tenant (or Tenants contractor) shall promptly undertake and diligently
complete, at Tenants sole cost, and in compliance with this Sublease Agreement and Environmental
Laws, all investigative, corrective, and remedial measures required under Environmental Laws. Such
measures shall include without limitation removal and proper disposal of the Hazardous Substance
and restoration of all land, improvements and other affected areas whether on or off the Premises
or the Project.16.3.2
    
    Preexisting Hazardous Substances. Notwithstanding anything to the contrary in this
Sublease Agreement, Tenant shall not be liable for, and Landlord waives, releases, discharges,
indemnifies, protects and holds harmless Tenant from and against: (i) any obligation to clean up,
remediate or remove any Preexisting Hazardous Substances; (ii) all third party claims arising out
of or related to the Preexisting Hazardous Substances, including any losses, costs, damages,
expenses (including attorneys fees) or other liabilities incurred by Tenant in responding to such
third party claims; and (iii) any fines, penalties, sanctions, costs, reasonable attorneys fees,
expenses, damages, or charges imposed for any violations of any Environmental Laws arising out of,
or attributable to Preexisting Hazardous Substances, except to the extent that any Preexisting
Hazardous Substances are exacerbated by the activities of Tenant or any of Tenants Agents.
Preexisting Hazardous Substances shall not be exacerbated by the activities of Tenant or any of
Tenants Agents solely because Tenant or Tenants Agents are aware that Preexisting Hazardous
Substances exist or are migrating passively in, over, on, under; through, from, or about the
Premises or Property.
 16.4
    
    Condition on Expiration or Termination. Prior to the expiration or termination of the
Sublease Agreement in accordance with this subsection, Tenant shall remove and properly dispose of
any Hazardous Substances that have come to be located on or about the Premises as a result of
Tenants occupancy, use and activities on or about the Premises or the Project, and Tenant shall
restore the Premises and other affected areas to the same or better condition, character and
quality as before Tenants occupancy, ordinary wear and tear excepted. At least one month before
expiration of the Sublease Term, Tenant at its sole cost shall retain a duly licensed environmental
consultant acceptable to Landlord to perform a Phase I environmental assessment (which shall, at a
minimum, comply with ASTM No. E 1527-97 or such other standards and contain such information as
Landlord may require) of the Premises. Based on that assessment, Tenant shall formulate a plan for
any further testing and for the removal and proper disposal of any Hazardous Substances on or about
the Premises that have come to be located on or about the Premises or the Project as a result of
Tenants occupancy, use or activities, and for the restoration of all land, improvements and other
affected areas in the same or better condition, character and quality as before Tenants occupancy,
ordinary wear and tear excepted. The plan shall be accompanied by a schedule for completing the
activities described in the plan before the end of the Sublease Term. Tenant shall submit the plan
to Landlord at least three months before expiration of the Sublease Term and, upon approval by
Landlord, Tenant, at its sole cost, shall implement the approved plan. The completion of the plan
shall be confirmed in writing by Tenants environmental consultant. If Tenant
fails to do any of the above, Landlord shall have the right (but not the obligation) to do so, in
accordance with Section 16.5. Tenant shall take all steps necessary to terminate, close or transfer
all environmental Permits held in Tenants name in accordance with all Environmental Laws, and
shall provide Landlord with satisfactory written evidence that each such termination, closure or
transfer has been completed.16.5
    
    Landlords Rights. If Tenant fails to comply with any provision of this Section 16 or
elsewhere in this Sublease Agreement, Landlord shall have the right (but not the obligation) to
effect such compliance, in its sole discretion and without limiting any other remedy which may be
available to Landlord under this Sublease Agreement, at law or in equity. The cost thereof shall be
paid by Tenant to Landlord, within thirty (30) days after delivery of Landlords invoice, for any
amount reasonably incurred or expended by Landlord in connection with such performance (including
fees and costs incurred for the services of attorneys, consultants, and experts).16.6
    
    No Shift of Liability. Landlords exercise or failure to exercise the rights granted
in this Section 16 shall not in any way shift responsibility for Hazardous Substances or compliance
with Environmental Laws from Tenant to Landlord, nor impose any liability on Landlord.
 27




---



##### 



16.7
    
    Survival. The obligations of Tenant and Landlord under this Section 16 shall survive
expiration or earlier termination of this Sublease Agreement and any conveyance by Landlord of its
interest in the Premises, and shall continue in full force and effect.16.8
    
    Commingled Waste Stream. Notwithstanding anything to the contrary in this Section 16
or elsewhere in this Sublease, Landlord hereby agrees that Tenant shall continue to have the right
throughout the Sublease Term, as extended, to continue discharging trade effluent through the
Building final inspection chamber as being conducted in and from the Premises prior to the
Commencement Date.
 SECTION 17  GENERAL PROVISIONS
 17.1
    
    Landlords Right of Inspection and Entry. Tenant shall permit Landlord and Landlords
Agents at all reasonable times as reasonably agreed to between the Parties to enter into, inspect
and view the Premises and examine their condition. If any breach of covenant, defects, disrepair or
unauthorized Improvements shall be found upon such inspection for which Tenant is liable then upon
notice by Landlord to Tenant, to execute all repairs, works, replacements or removals required
within one (1) month (or such other reasonable period as required by Landlord having regard to the
extent of repairs, works, replacements or removals that are required) after the receipt of such
notice, to the reasonable satisfaction of Landlord or its surveyor. In case of default by Tenant,
it shall be lawful for workmen or agents of Landlord to enter into the Premises and execute such
repairs, works, replacements or removals. Tenant shall pay to Landlord on demand all reasonable
expenses so incurred with interest at the Agreed Interest Rate from the date of expenditure until
the date they are paid by Tenant to Landlord (such expenses and Interest to be recoverable as if
they were rent in arrears).17.2
    
    Landlords Right of Repair. Tenant shall permit Landlord and Landlords Agents at all
reasonable times as reasonably agreed to between the Parties during and after normal office hours
on weekdays and Saturdays, after giving to Tenant prior written notice (but at anytime in any case
which Landlord considers an emergency) to enter upon the Premises (i) to inspect, cleanse, repair,
remove, replace, alter or execute any works whatsoever to or in connection with all utility and
other building systems serving the Premises; (ii) to effect or carry out any maintenance, repairs,
alterations or additions or other works which Landlord may consider necessary or desirable to any
part of the Building or the water, electrical, air-conditioning, mechanical, ventilation and other
facilities and services of the Building; (iii) for the purpose of exercising any of the powers and
authorities of Landlord under this Sublease Agreement; (iv) to comply with an obligation of repair,
maintenance or renewal affecting the Premises or the Building; (v) to construct, alter, maintain,
repair or fix anything or additional thing serving the Building or the adjoining premises or
property of Landlord, and running through or on Premises; or (vi) in connection with the
development of the remainder of the Building or any adjoining or neighbouring land or premises,
including the right to build on or onto or in prolongation of any boundary wall of the Premises, in
each case without payment of compensation for any nuisance, annoyance, inconvenience or damage
caused to Tenant subject to Landlord (or other person so entering) exercising such right in a
reasonable manner.17.3
    
    HDBs Right of Inspection. HDB, its employees and agents shall have the right at all
reasonable times to enter the Premises with or without workmen, tools and appliances to examine the
state and condition thereof and any breaches of covenants.17.4
    
    Payments by Tenant. Without prejudice to any other provision of this Sublease
Agreement, Tenant covenants to pay to Landlord promptly as and when due without demand, deduction,
set-off, or counterclaim whatsoever all sums due and payable by Tenant to Landlord pursuant to the
provisions of this Sublease Agreement, and covenants not to exercise or seek to exercise any right
or claim to withhold rent or any right or claim to legal or equitable set-off.17.5
    
    Surrender of the Premises. Upon the expiration or sooner termination of this Sublease
Agreement, Tenant shall vacate and surrender the Premises to Landlord in the same condition,
ordinary wear and tear and damage from casualty or compulsory acquisition or by Landlord and its
agents excepted, as existed at the Commencement Date, except Tenant
shall remove any or all of (i)
its personal property, (ii) Trade Fixtures, and (iii) Improvements (only if such removal was
required in writing by Landlord
 28




---



##### 



at the time Landlord gave its consent to such installation), and repair all damage to the Premises
caused by such removal. If such removal and other surrender obligations are not completed before
the expiration or termination of the Sublease Term, Landlord shall have the right (but no
obligation) to perform such obligations, and Tenant shall pay Landlord on demand for all costs
(including removal and storage) incurred by Landlord in connection therewith, plus interest on all
such costs incurred at the Agreed Interest Rate. Landlord shall also have the right to retain or
dispose of all or any portion of Tenants personal property or Trade Fixtures if Tenant does not
pay all such costs and retrieve the property within fifteen (15) days after notice from Landlord
(in which event title to all such property described in Landlords notice shall be transferred to
and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for
any damage or loss to Tenant resulting from Landlords removal, storage, retention, or disposition
of any such property. Upon expiration or termination of this Sublease Agreement or of Tenants
possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other
part of the Premises and shall deliver to Landlord all keys for or make known to Landlord the
combination of locks on all safes, cabinets and vaults that may be located in the Premises.
Tenants obligations under this Section shall survive the expiration or termination of this
Sublease Agreement.17.6
    
    Holding Over. If Tenant holds over the Premises or any part thereof after expiration of
the Sublease Term, such holding over shall be considered to be at sufferance only, at a Monthly
Base Rent and Tenants Contribution equal to one hundred fifty percent (150%) of the Monthly Base
Rent and Tenants Contribution in effect immediately prior to such holding over and shall otherwise
be on all the other terms and conditions of this Sublease Agreement. This paragraph shall not be
construed as Landlords permission for Tenant to hold over. Acceptance of rent by Landlord
following expiration or termination shall not constitute a renewal of this Sublease Agreement or
extension of the Sublease Term except as specifically set forth above.17.7
    
    Notices to Let. Within six (6) months next before the expiration or earlier
determination of the Sublease Term, Tenant shall permit Landlord or its agents to fix upon the
Premises notices for reletting the Premises, and permit all persons authorized by Landlord or its
agents to view without interruption the Premises at reasonable hours in connection with any such
reletting.17.8
    
    Force Majeure. Any prevention, delay, or stoppage due to strikes, lockouts, inclement
weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes
therefor, governmental restrictions, regulations, controls, action or inaction, civil commotion,
fire or other acts of God, and other causes beyond the reasonable control of either Party to
perform shall excuse the performance by such Party, for a period equal to the period of any said
prevention, delay, or stoppage, of any obligation hereunder.17.9
    
    Notices. Any notice required or desired to be given regarding this Sublease Agreement
shall be in writing and shall be personally served, or in lieu of personal services may be given by
registered post or by nationally recognized overnight courier at the addresses for the Parties set
forth in the Sublease Summary to this Sublease Agreement (or such other addresses as may be
specified by a Party hereto giving notice of same to the other Party in accordance with this
Section). Personally served notices
shall be deemed to have been given when received by the Party, if served by prepaid registered
post, such notice shall be deemed to have been given (i) on the seventh business day after such
post, certified and postage prepaid, addressed to the Party to be served at the address set forth
in the preceding sentence was posted, and (ii) in all other cases when actually received.17.10
    
    Miscellaneous. Time is of the essence with respect to the performance of every
provision of this Sublease Agreement in which time of performance is a factor. This Sublease
Agreement shall, subject to Section 15 hereof, apply to and bind the respective heirs, successors,
executors, administrators and assigns of Landlord and Tenant. Nothing in this Sublease Agreement is
intended to confer personal liability upon the officers or shareholders of Tenant or Landlord. When
a Party is required to do something by this Sublease Agreement, it shall do so at its sole cost and
expense without right of reimbursement from the other Party unless specific provision is made
therefor. All measurements of net lettable area shall be made from the outside faces of exterior
walls and the centerline of joint partitions. Landlord makes no covenant or warranty as to the
exact square footage of any area. Where a Party is obligated not to perform any act, such Party is
also obligated to restrain any others within its control from performing said act, including
agents, invitees, contractors, subcontractors and employees. Neither Party shall not become or be
deemed a partner nor a joint venturer with the other Party by
 29




---



##### 



reason of the provisions of this Sublease Agreement. Any and all registration fees and
out-of-pocket expenses in relation to this Sublease Agreement shall be borne equally by Tenant and
Landlord.17.11
    
    Legal Fees and Stamp Fees. Landlord and Tenant shall each bear their respective legal
costs and expenses incurred in connection with the preparation and execution of this Sublease
Agreement. All stamp duties on this Agreement shall be borne by both the Landlord and the Tenant on
an equal sharing basis.17.12
    
    Consents and Approvals. Wherever the consent or approval of HDB (or any relevant
authority) is required for any matter, under this Sublease Agreement, and it is not specifically
provided in this Agreement or the Head Lease that Tenant shall seek the prior consent or approval
of HDB (or such relevant authority), Landlord shall obtain the necessary consent or approval of HDB
(or such relevant authority) at its own cost and expense and shall keep Tenant promptly informed of
its application for consent or approval of HDB and the outcome of such application.17.13
    
    Termination by Exercise of Right. If this Sublease Agreement is terminated pursuant
to its terms by the proper exercise of a right to terminate specifically granted to Landlord or
Tenant by this Sublease Agreement, then this Sublease Agreement shall terminate thirty (30) days
after the date the right to terminate is properly exercised (unless another date is specified in
that part of the Sublease Agreement creating the right, in which event the date so specified for
termination shall prevail), the rent and all other charges due hereunder shall be prorated as of
the date of termination, and neither Landlord nor Tenant shall have any further rights or
obligations under this Sublease Agreement except for those that have accrued prior to the date of
termination or those obligations which this Sublease Agreement specifically provides are to survive
termination. This Section 17.13 does not apply to a termination of this Sublease Agreement by
Landlord as a result of a default by Tenant.17.14
    
    Governing Law. This Sublease Agreement shall be construed and enforced in accordance
with the laws of Singapore. In relation to any legal action or proceeding arising out of or in
connection with this Sublease Agreement (Proceedings), the Parties hereby irrevocably submit to
the non-exclusive jurisdiction of the courts of Singapore and waive any objection to Proceedings in
any such court on the grounds of venue or on the grounds that the Proceedings have been brought in
an inconvenient forum. Such submission shall not affect the right of any Party to take Proceedings
in any other jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude any
Party from taking Proceedings in any other jurisdiction.17.15
    
    Contracts (Rights of Third Parties Act (Cap. 53B). HDB shall be entitled to enforce
its rights under Section 17.3. Save as aforesaid, a person who is not a Party to this Sublease
Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or
enjoy the benefit of any term of this Sublease Agreement.17.16
    
    Entire Agreement. This Sublease Agreement, together with the Exhibits, constitutes
the entire agreement between the Parties with respect to the subject matter hereof Each Party
acknowledges that there are no binding agreements or representations between the Parties except as
expressed or described herein or therein. No subsequent
change or addition to this Sublease Agreement shall be binding unless in writing and signed by the
Parties hereto.17.17
    
    Landlords Representations and Warranties.
 17.17.1
    
    Landlord hereby represents and warrants to Tenant as follows: (i) Landlord is a corporation
duly organized and validly existing under the laws of Singapore and has full power and authority to
own and let the Premises; (ii) Landlord has full corporate power and authority to execute and
deliver this Sublease Agreement; (iii) the execution, delivery and performance by Landlord of this
Sublease Agreement have been duly authorized by all corporate actions on the part of Landlord that
are necessary to authorize the execution, delivery and performance by Landlord of this Sublease
Agreement; and (iv) this Sublease Agreement has been duly executed and delivered by Landlord and,
assuming due and valid authorization, execution and delivery hereof by Tenant, is a valid and
binding obligation of Landlord, enforceable against Landlord in accordance with its terms except as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws of general application affecting enforcement of creditors rights generally.
 30




---



##### 



17.17.2
    
    EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
SUBLEASE AGREEMENT, NEITHER LANDLORD NOR ANY OTHER PERSON OR
ENTITY ACTING ON BEHALF OF LANDLORD, MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED.
 17.18
    
    Tenants Representations and Warranties.
 17.18.1
    
    Tenant hereby represents and warrants to Landlord as follows: (i) Tenant is a corporation
duly organized and validly existing under the laws of Singapore and has full power and authority to
carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority
to execute and deliver this Sublease Agreement; (iii) the execution, delivery and performance by
Tenant of this Sublease Agreement have been duly authorized by all corporate actions on the part of
Tenant that are necessary to authorize the execution, delivery and performance by Tenant of this
Sublease Agreement ; and (iv) this Sublease Agreement has been duly executed and delivered by
Tenant and, assuming due and valid authorization, execution and delivery hereof by Landlord, is a
valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms
except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws a general application affecting enforcement of creditors rights
generally.17.18.2
    
    EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
SUBLEASE AGREEMENT, NEITHER TENANT NOR ANY OTHER PERSON OR
ENTITY ACTING ON BEHALF OF TENANT, MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED.
 17.19
    
    Goods and Services Tax. The Monthly Base Rent, Tenants Contribution and other sums
payable by Tenant to Landlord under this Sublease shall as between Landlord and Tenant, be
exclusive of any applicable goods and services tax, imposition, duty and levy, whatsoever
(collectively, the Taxes) which may be imposed or charged by any government, quasi-government,
statutory or tax authority (the Authorities). Tenant shall pay all such Taxes.17.20
    
    Rules of Interpretation.
 17.20.1
    
    Whenever the words include, includes or including are used in this Sublease Agreement
they shall be deemed to be followed by the words without limitation.17.20.2
    
    The words hereof, hereto, herein and herewith and words of similar import shall,
unless otherwise stated, be construed to refer to this Sublease Agreement as a whole and not to any
particular provision of this Sublease Agreement, and article,
section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of
this Sublease Agreement unless otherwise specified.17.20.3
    
    The meaning assigned to each term defined herein shall be equally applicable to both the
singular and the plural forms of such term, and words denoting any gender shall include all
genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a
corresponding meaning.17.20.4
    
    A reference to any Party to this Sublease Agreement or any other agreement or document
shall include such Partys successors and permitted assigns.17.20.5
    
    A reference to any legislation or to any provision of any legislation shall include any
amendment to, and any modification or re-enactment thereof, any legislative provision substituted
therefore and all regulations and statutory instruments issued there under or pursuant thereto.17.20.6
    
    The Parties have participated jointly in the negotiation and drafting of this Sublease
Agreement. In the event an ambiguity or question of intent or interpretation arises, this Sublease
Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of
proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions
of this Sublease Agreement.
 31




---



##### 



17.20.7
    
    Headings are for convenience only and do not affect the interpretation of the provisions of
this Sublease Agreement.17.20.8
    
    Any Exhibits attached hereto are incorporated herein by reference and shall be considered
as part of this Sublease Agreement.17.20.9
    
    The language in all parts of this Sublease Agreement shall in all cases be construed as a
whole according to its fair meaning, and not strictly for or against either Landlord or Tenant.l7.20.10
    
    If any term, condition, stipulation, provision, covenant or undertaking of this Sublease
Agreement is or may become under any written Law, or is found by any court or administrative body
of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: (i) such
term, condition, stipulation, provision, covenant or undertaking shall be ineffective to the extent
of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining
terms, conditions, stipulations, provisions, covenants or undertaking of this Sublease Agreement
shall remain in full force and effect; and (iii) the Parties shall use their respective best
endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or
undertaking which is valid and enforceable and achieves to the greatest extent possible the
economic, legal and commercial objectives of such illegal, void, invalid, prohibited or
unenforceable term, condition, stipulation, provision, covenant or undertaking.
 17.21
    
    Quiet Enjoyment. Landlord shall ensure that Tenant has the right to quietly enjoy the
Premises and the rights granted under this Agreement, without hindrance, molestation or
interruption during the Sublease Term, subject to the terms and conditions of this Sublease
Agreement.17.22
    
    Landlord Insolvency. In the event that Landlord becomes insolvent or is being
wound-up or under receivership, it is the intention of the Parties that the receiver or the
liquidator shall manage Landlords property subject to this Agreement.17.23
    
    Counterparts. The parties may execute this Agreement in multiple counterparts, each
of which constitutes an original as against the party that signed it, and all of which together
constitute one agreement. This Agreement is effective upon delivery of one executed counterpart
from each party to the other party. The signatures of all parties need not appear on the same
counterpart. The delivery of signed counterparts by facsimile or email transmission which includes
a copy of the sending partys signature(s) is as effective as signing and delivering the
counterpart in person.
  32




---



##### 



Landlord
    
    TenantAGILENT TECHNOLOGIES SINGAPORE PTE
LTD, a Singapore company
    
    AVAGO TECHNOLOGIES MANAFACTURING (SINGAPORE) PTE LTD, a company organized under the laws of SingaporeBy:
    
    /s/ Rob Young
    
    By:
    
    /s/ Desmond LimName: Rob Young
    
    
    
    Name: Desmond LimTitle:   General Manager
    
    
    
    Title:   VP & Global Treasurer




---



##### 



SPECIAL CONDITIONS
  1) CONTRACTION RIGHT
 rights
 twice two (2) years
 nine (9) months
  (i)
    
    Seek a replacement subtenant for the Vacated Area to take up the lease for the remaining term
or longer period. Such replacement subtenant shall be subject to the Landlords final approval,
which shall not be unreasonably withheld or delayed, and the relevant authorities approvals;(ii)
    
    Continue to pay Landlord Rent and Air-Conditioning Charges for the area surrendered until one (1) day before the rent commencement date of the replacement subtenant;(iii)
    
    Compensate the Landlord for the difference in Rent, for the area(s) surrendered, if the Rent
payable by the replacement subtenant(s) is lower than the Rent paid by the Tenant here. This
compensation shall be calculated until 1 December 2012 and shall be paid to the Landlord on or
before the surrender date;(iv)
    
    All fees, costs and expenses (including but not limited to agents fees) incurred in seeking a
replacement subtenant shall be borne fully by the Tenant; and(v)
    
    Yield up and surrender the Vacated Area in full compliance with Clause 17.5 and all other
relevant clauses (which shall be read and construed with the necessary modifications in respect of
the surrender of the Vacated Area only) under this Agreement;
 not exceed 20,000 square feet




---



##### 



2) SALE OF BUILDING
  3) CONFIDENTIALITY
  4) CARPARK LOTS
 99




---



##### 



EXHIBIT A-1
 SITE-MAP
 Site Map  Demised Premises for AVAGO Technologies
 Building
    
    Storey
    
    Units
    
    Area (sm)
    
    
    Area (sf)
    
    
    Sub-total (sf)2
    
    Basement
    
    Area A
    
    
    97.00
    
    
    
    1,044.11
    
    
    
    1,044.111
    
    1st storey
    
    Area A2
    
    
    25.08
    
    
    
    269.961
    
    1st storey
    
    Area B
    
    
    34.00
    
    
    
    365.981
    
    1st storey
    
    Area C
    
    
    191.00
    
    
    
    2,055.921
    
    1st storey
    
    Area M
    
    
    71.00
    
    
    
    764.241
    
    1st storey
    
    Area E1
    
    
    2,707.33
    
    
    
    29,141.751
    
    1st storey
    
    Area F2
    
    
    116.00
    
    
    
    1,248.621
    
    1st storey
    
    Area H1
    
    
    66.99
    
    
    
    721.082
    
    1st storey
    
    Area I
    
    
    1,266.00
    
    
    
    13,627.222
    
    1st storey
    
    Area K1
    
    
    148.00
    
    
    
    1,593.072
    
    1st storey
    
    Area K2
    
    
    63.81
    
    
    
    686.812
    
    1st storey
    
    Area K5
    
    
    11.00
    
    
    
    118.402
    
    1st storey
    
    Area K6
    
    
    131.25
    
    
    
    1,412.76
    
    
    
    52,005.831
    
    2nd storey
    
    Area A
    
    
    1,384.00
    
    
    
    14,897.381
    
    2nd storey
    
    Area B
    
    
    34.00
    
    
    
    365.981
    
    2nd storey
    
    Area C
    
    
    71.00
    
    
    
    764.242
    
    2nd storey
    
    Area D
    
    
    75.00
    
    
    
    807.302
    
    2nd storey
    
    Area H
    
    
    1,363.00
    
    
    
    14,671.33
    
    
    
    31,506.231
    
    3rd storey
    
    Area A
    
    
    1,471.00
    
    
    
    15,833.841
    
    3rd storey
    
    Area B
    
    
    49.00
    
    
    
    527.442
    
    3rd storey
    
    Area C
    
    
    1,273.00
    
    
    
    13,702.572
    
    3rd storey
    
    Area D
    
    
    248.00
    
    
    
    2,669.47
    
    
    
    32,733.32Total
    
    
    10,896.46
    
    
    
    117,289.49
    
    
    
    117,289.49




---



##### 








---



##### 








---



##### 








---



##### 








---



##### 



EXHIBIT B
 RULES AND REGULATIONS
  1.
    
    Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not
be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to
and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or
thrown in those areas.2.
    
    Plumbing fixtures and appliances shall be used only for the purposes for which
designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or
placed in the fixtures or appliances. Damage resulting to fixtures or appliances by
Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall
not be responsible for the damage.3.
    
    No signs, advertisements or notices shall be painted or affixed to windows, doors or
other parts of the Premises or Project, except those of such color, size, style and in
such places as are first approved in writing by Landlord. Except in connection with the
hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be
inserted into any part of the Premises or Project except by Landlords maintenance
personnel.4.
    
    No directory listing tenants or employees shall be permitted unless previously
consented to by Landlord in writing.5.
    
    Tenant shall not place any lock(s) on any door in the Premises or Project without
Landlords prior written consent and Landlord shall have the right to retain at all times
and to use keys to all locks within and into the Premises. A reasonable number of keys to
the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at
Tenants cost, and Tenant shall not make any duplicate keys. All keys shall be returned to
Landlord at the expiration or early termination of the Sublease Agreement.6.
    
    Movement in or out of the Premises or the Project of furniture or office equipment,
or dispatch or receipt by Tenant of merchandise or materials requiring the use of
elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours
designated by Landlord. Tenant shall obtain Landlords prior approval (which approval
shall not be unreasonably withheld or delayed) by providing a detailed listing of the
activity. If approved by Landlord, the activity shall be performed under the supervision
of Landlord or its agents and performed in the manner required by Landlord. Tenant shall
assume all risk for damage to articles moved and injury to any persons resulting from the
activity. If equipment, property, or personnel of Landlord or of any other Party is
damaged or injured as a result of or in connection with the activity, Tenant shall be
solely liable for any resulting damage or loss.7.
    
    Landlord shall have the right to approve the weight, size, or location of heavy
equipment or articles in and about the Premises.8.
    
    Corridor doors, when not in use, shall be kept closed.9.
    
    Tenant shall not : (1) make or permit any improper, objectionable or unpleasant
noises or odors in the Premises or Project, or otherwise interfere in any way with other
tenants or persons having business with them; (2) solicit business or distribute, or cause
to be distributed, in any portion of the Premises or Project, handbills, promotional
materials or other advertising; or (3) conduct or permit other activities in the Premises
or Project that might, in Landlords sole opinion, constitute a nuisance.10.
    
    No animals, except those assisting handicapped persons, and no aquariums shall be
brought into the Premises or the Project or kept in or about the Premises.11.
    
    Tenant shall not take any action which would violate Landlords labor contracts or
which would cause a work stoppage, picketing, labor disruption or dispute, or interfere
with Landlords or any other tenants or occupants business or with the rights and
privileges of any person lawfully in the Premises and/or the Project
(Labor Disruption).
Tenant shall take the actions necessary to resolve the Labor




---



##### 



Disruption, and shall have pickets removed and, at the request of Landlord, immediately
terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord
gives its written consent for the work to resume. Tenant shall have no claim for damages
against Landlord or any of Landlords employees, agents, contractors, successors or
assigns, nor shall the Commencement Date of the Term be extended as a result of the above
actions.
 12.
    
    Tenant shall not operate in the Premises or in any other area of the Premises or the
Project, electrical equipment that would overload the electrical system beyond its
capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant
shall not use more than its proportionate share of telephone lines and other
telecommunication facilities available to service the Premises and/or the Project.13.
    
    Bicycles and other vehicles are not permitted inside the Premises or on the walkways
outside the Premises (except in areas designated by Landlord).14.
    
    Landlord shall from time to time adopt systems and procedures for the security and
safety of the Premises, the Project, and their occupants, entry, use and contents. Tenant,
its agents, employees, contractors, guests and invitees shall comply with Landlords
systems and procedures.15.
    
    Landlord has designated the Premises and all other buildings located in the Project
(including the Premises) as non-smoking areas. Smoking shall only be permitted in areas
within the Common Area that are designated as smoking areas by Landlord.16.
    
    Landlord shall have the right to designate and approve standard window coverings for
the Premises and to establish rules to assure that the Premises and Project present a
uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable,
that window coverings are closed on windows in the Premises while they are exposed to the
direct rays of the sun.17.
    
    Deliveries to and from the Premises shall be made only at the times, in the areas and
through the entrances and exits designated by Landlord. Tenant shall not make deliveries
to or from the Premises in a manner that might interfere with the use by Landlord or any
other tenant of its premises or of the Common Area, any pedestrian use, or any use which
is inconsistent with good business practice.




---



##### 



EXHIBIT C
 SPECIFIC LANDLORD SERVICES
 1.
    
    Maintaining, repairing, renewing (and where appropriate) cleansing, repainting and
redecorating, to such standard as the Landlord may from time to time consider adequate, of
the following: (i) the structure, roof, foundations and walls of the Building; (ii) the
pipes in under or upon the Building serving the same; and (iii) the Common Areas.2.
    
    Management, control and administration of the Building, including employing such
staff as the Landlord may in its absolute discretion deem necessary for the performance of
the duties and services in and about the Building including engineers, maintenance staff,
reception staff and security staff and all other incidental expenditure in relation to
such employment (including but without limiting the generality of such provision the
payment of any statutory or other insurance, health, pension, welfare and other payments,
contributions, taxes and premiums) and the provision of uniforms, working clothes, tools,
appliances and other equipment and materials for the proper performance of their duties.3.
    
    Supplying, operating, periodically inspecting, servicing, repairing, amending or
overhauling and maintaining all services provided by the Landlord for the Building
including, without limitation, fire fighting, security and alarm systems, lifts, lift
shafts, escalators, air-conditioning plant, stand-by generators, boilers, water tanks and
plumbing apparatus, lightning conductor equipment, sprinkler system, electrical and
mechanical equipment and other apparatus plant and machinery in the Premises and the
Building and the maintenance, repair, renovation and amortization of the same and all
other plant, machinery and equipment, parts, tools, required in connection with any of
such services.4.
    
    Maintenance and cleaning of the Common Areas including, but without limiting the
generality of the term, the exterior of the Building (including the exterior of all
windows), the forecourts, entrances, landings, lifts, escalators, water-closets, washrooms
and lavatories.5.
    
    Provision of lighting, power, air-conditioning and ventilation incurred in connection
with the Common Areas.6.
    
    Supplying all toilet requisites in the water-closets, washrooms and lavatories of the
Building.7.
    
    Furnishing (including, but not limited to replacement or renewal of carpets,
ceilings, light fittings and furnishings) and improvements and decoration of the Common
Areas to such standard as the Landlord may from time to time consider adequate.8.
    
    All costs and charges as the Landlord shall deem at its absolute discretion to be
appropriate for supplying, providing, purchasing, maintaining, renewing, replacing,
repairing and keeping in good and serviceable order and condition all fixtures and
fittings, bins, chutes, containers, receptacles, tools, appliances, materials and other
things which the Landlord may deem desirable or necessary for the maintenance, upkeep or
cleanliness of the Common Areas.9.
    
    Supply of water and the collection and removal of all sewerage waste and refuse from
the Building.10.
    
    Responsibility for any expense of repairing, maintaining and cleansing all ways,
roads, pavements, pipes, party walls, party structures or other conveniences which may
belong to or be used for the Building in common with other buildings near or adjoining
thereto.




---



##### 



EXHIBIT D
 HEAD LEASE AND RELATED DOCUMENTS