**Exhibit 4.(b)(iv)(2)**

 
| QUEENSLAND  LAND REGISTRY                              | **LEASE/SUB LEASE** | **FORM ****7** Version 6 |
|--------------------------------------------------------|---------------------|-------------------------------|
| Land  Title Act 1994, Land Act 1994 and Water Act 2000 |                |                          |
|                                                   |                |                          |
|                                                        |                     |                               |  |

 
| *Dealing Number*                                                             |   |   |
|------------------------------------------------------------------------------|--------|--------|
| **OFFICE USE ONLY**                                                          |   |   |
| **Privacy  Statement**                                                       |   |
| Collection  of this information is authorised by the Land Title Act 1994 the |        |
| Land  Act 1994 and the Water  Act 2000 and is used to maintain the publicly  |
| searchable  registers in the land registry and the water register. For more  |
| information  about privacy in NR&W see the department’s website.    |   |
|                                                                              |        |        |  |

 
| **1.  Lessor**                       |   | **Lodger** (Name, address, E-mail & phone number) |   | **Lodger** |
|--------------------------------------|--------|------------------------------------------------------------|--------|------------|
| KENDAN (NSW) PTY LTD ACN 000 291 270 |   |                                                       |   | **Code**   |

 
| **2.** | **Lot on  Plan Description** |                | **County** | ** ** | **Parish** | ** ** | **Title Reference** |     |
|--------|------------------------------|---------------------|------------|------------|------------|------------|---------------------|----------|
|   |                         | Lot 1 IN BUP 105887 |       | Stanley    |       | Enoggera   |                | 50180306 |   |
|   |                         | Lot 2 IN BUP 105887 |       | Stanley    |       | Enoggera   |                | 50180307 |   |
|   |                         | Lot 3 IN BUP 105887 |       | Stanley    |       | Enoggera   |                | 50180308 |   |
|   |                         | Lot 4 IN BUP 105887 |       | Stanley    |       | Enoggera   |                | 50180309 |   |
|   |                         | CMS 23955           |       |       |       |       |                |     |   |

 
| **3. Lessee**Given names                                                       |   | Surname/Company  name and number |   | (include  tenancy if more than one) |
|--------------------------------------------------------------------------------|--------|----------------------------------|--------|-------------------------------------|
|                                                                           |   | Progen  Pharmaceuticals Ltd      |   |                                |
|                                                                           |   | ACN  010 975 612                 |   |                                |
|                                                                           |   |                             |   |                                |
| **4. Interest being leased**                                                   |   |                             |   |                                |
| FEE SIMPLE                                                                     |   |                             |   |                                |
|                                                                           |   |                             |   |                                |
| **5. Description of premises  being leased**                                   |   |                             |   |                                |
| The whole of the Land                                                          |   |                             |   |                                |
|                                                                           |   |                             |   |                                |
| **6. Term of lease**                                                           |   |                             |   | **7.  Rental/Consideration**        |
| Commencement date/event: 15/12/2008                                            |   |                             |   | See Schedule to this Lease          |
| Expiry date: 14/12/2013 and/or Event:                                          |   |                             |   |                                |
| #Options: 1 x 5 years                                                          |   |                             |   |                                |
| #Insert *nil*if no option or  insert option period (eg 3 years or 2 x 3 years) |   |                             |

 

**8.****Grant/Execution**

TheLessor leases the premises described in item 5 to the Lessee for the termstated in item 6 subject to the covenants and conditions contained in:- *theattached schedule; ~~*the attached schedule and documentno.              ;~~

~~*documentno.              ;*Option in registered Leaseno.              hasnot been exercised.~~

*delete if not applicable

 

**Witnessing officer must be-aware of his/her obligations under section162 of the Land Title Act 1994**

** **
|                                                       |          | Kendan  (NSW) PTY Limited ACN 000 291 270 |
|------------------------------------------------------------|---------------|-------------------------------------------|
|                                                       |          |                                      |   |   |
|                                                       |          |                                      |   | /s/  Jean Lpkendanz |
|                                                       |          |                                      |   | Jean Ipkendanz |
|                                                       |          |                                      |   | Director |
|                                                       |          |                                      |   |   |
|                                                       | signature     |                                      |   | /s/ Graham Lpkendanz |
|                                                       |          |                                      |   | Graham  Ipkendanz |
|                                                       | full  name    |                                      |   | Director |
|                                                       |          |                                      |   |   |
|                                                       | qualification | 15/12/2008                                |   |   |
| **Witnessing  Officer**                                    |          | **Execution  Date**                       | ** ** | **Lessor’s  Signature** |
| (Witnessing  officer must be in accordance with Schedule 1 |          |                                      |   |
| of  Land Title Act 1994 eg Legal Practitioner, JP, C Dec)  |          |                                      |   |

 

**9. Acceptance**

** **

TheLessee accepts the lease and acknowledges the amount payable or other considerationsfor the lease.

 
| /s/  Linton W P Burns   | signature     |                |   |                         |
|-------------------------|---------------|---------------------|--------|------------------------------|
|                    |          |                |   |                         |
| LINTON  W P BURNS       | full  name    |                |   |                         |
|                    |          |                |   |                         |
| CHARTERED  ACCOUNTANT   | qualification | 12/12/08            |   | /s/  Linton W P Burns        |
| **Witnessing  Officer** |          | **Execution  Date** |   | **Lessee’s  Signature** |

(Witnessingofficer must be in accordance with Schedule 1 

ofLand Title Act 1994 eg Legal Practitioner, JP, C Dec)

 

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| QUEENSLAND  LAND REGISTRY                              |   | **SCHEDULE** |   | **Form 20** Version 2 |
|--------------------------------------------------------|--------|--------------|--------|-----------------------|
| Land  Title Act 1994, Land Act 1994 and Water Act 2000 |   |         |

 

**Title Reference 50180306, 50180307, 50180308, 50180309**

** **

**REFERENCE SCHEDULE**

 
| **Premises:**                                 | ** ** | **Street  address:**                      | ** ** | 16  Benson Street Toowong 4066                                                                                                 |
|-----------------------------------------------|------------|-------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------|
| **Lessor’s   Notice**

**Address:** | ** ** | **Service  address:**                     |       | c/-  Savills (Cairns) Pty Ltd

PO  Box 6510 Cairns 4870                                                                        |
| ** **                                    | ** ** | **Facsimile  number:**                    |       | 07  4044 1122                                                                                                                  |
| ** **                                    | ** ** | **Contact  person:**                      |       | Scott  Green                                                                                                                   |
| **Lessee’s  Notice Address:**            | ** ** | **Service  address:**                     |       | Progen  Pharmaceuticals Ltd

PO Box 2403  Toowong 4066                                                                         |
| ** **                                    | ** ** | **Facsimile  number:**                    |       | 07  3375 9318                                                                                                                  |
| ** **                                    | ** ** | **Contact  person:**                      | ** ** | Justus Homburg                                                                                                                 |
| **Term:**                                     | ** ** | ** **                                |       | Five  (5) years                                                                                                           |
| ** **                                    | ** ** | **Commencement  Date:**                   |       | 15/12/2008                                                                                                                     |
| ** **                                    | ** ** | **Termination  Date:**                    |       | 14/12/2013                                                                                                                     |
| **Rent:**                                     | ** ** | ** **                                |       | $235,875  plus GST                                                                                                             |
| **Adjustment  Dates:**                        | ** ** | **(a)  During Term:**                |       | 15/12/2009,  15/12/2010, 15/12/2011 and 15/12/2012                                                                             |
| ** **                                    | ** ** | **(b)  During First Option Period:** |       | 15/12/2014,  15/12/2015, 15/12/2016 and 15/12/2017                                                                             |
| **Review  Dates:**                            | ** ** | **(a)  During Term:**                |       | Nil                                                                                                                            |
| ** **                                    | ** ** | **(b)  During First Option Period:** |       | 15/12/2013                                                                                                                     |
| **Minimum  Increase:**                        | ** ** | ** **                                |       | The  amount equal to 4% of the Rent (and Parking Licence Fee) payable immediately  before an Adjustment Date or a Review Date. |
| **Parking  Licence Fee:**                     | ** ** | ** **                                |       | $21,000  plus GST                                                                                                              |
| **Car  Parking Bays:**                        | ** ** | ** **                                |       | Ten  (10) bays                                                                                                            |
| **Permitted  Use:**                           | ** ** | ** **                                |       | Office  space                                                                                                                  |
| **First  Option Period:**                     | ** ** | **Term:**                                 |       | Five  (5) Years                                                                                                           |
| ** **                                    | ** ** | **Commencement  Date:**                   |       | 15/12/2013                                                                                                                     |
| ** **                                    | ** ** | **Termination  Date:**                    |       | 14/12/2018                                                                                                                     |
| **Base  Year:**                               | ** ** | ** **                                |       | 30/06/2008                                                                                                                     |
| **Bank  Guarantee**

**Amount:**              | ** ** | ** **                                |       | $128,437.50  plus GST                                                                                                          |
| **Business  Day place:**                      | ** ** | ** **                                |       | Brisbane,  Queensland                                                                                                          |

 

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1.**             DEFINITIONS AND INTERPRETATION**

 

1.1           **Definitions**

 

In this Lease,unless the context or subject matter otherwise require:

 

**Authorised Representative**means:

 

(a)           in respect of a party which is acorporation:

 

(i)                                    a company secretaryor director or any officer of the corporation whose title or office includes thewords manager or director; or

 

(ii)                                 aperson acting with the title or in the office of manager or director; and

 

(b)                               inrespect of each party, a solicitor of that party or a person nominated byNotice to the other party as an authorised representative;

 

**Bank Guarantee** means an irrevocable andunconditional undertaking in favour of the Lessor in a form approved by theLessor, issued by a bank approved by the Lessor and lawfully carrying onbusiness under the *BankingAct 1974 (C’th)*to pay the Bank Guarantee Amount to the Lessor upondemand;

 

**Body Corporate** means the Body Corporate forthe Scheme;

 

**Building** means all buildings which are now ormay at any time be erected upon the Land and includes each part of a Buildingand the Lessor’s Fixtures;

 

**Business Day** means a day, not being aSaturday, Sunday or gazetted public holiday, on which banks are open forcommercial business at the Business Day place specified as such in theReference Schedule and in the place or places where performance of a relevantObligation is or is required to take place;

 

**Car Parking Bays** means the number of carparking bays on common property of the Scheme, referred to in the ReferenceSchedule;

 

**Claim** means, in relation to a person, a claim,demand, remedy, suit, injury, damage, loss, cost, liability, action,proceeding, Right of action, claim for compensation or reimbursement orliability incurred by or to be made or recovered by or against the person,however arising and whether ascertained or unascertained, or immediate, futureor contingent;

 

**Government Authority** means a local, State orFederal government, or a Minister or government department of any of thosegovernments, a corporation or authority constituted for a public purpose, a holderof an office for a public purpose, and an agent or employee of any of them;

 

**GST** means a tax imposed under the GST Law;

 

**GST Amount** means an amount calculated bymultiplying the consideration for a Taxable Supply by the GST rate, but in anyevent not more than the GST required to be paid in respect of the TaxableSupply;

 

**GST Law** has the meaning given in the *A New Tax System (Goods andServices Tax) Act*1999 or if that Act does not exist for any reason,means any Act imposing or relating to a GST and any regulation made pursuant toit and includes, where the context permits, any ATO ruling or determination;

 

**Increase in Outgoings** means the amount bywhich the Outgoings for the relevant Outgoings Period exceed the Outgoings forthe Base Year;

 

**Index Number** means the Consumer Price Index(All Groups) for Brisbane as last published by the Australian GovernmentStatistician or similar index of the Australian Government Statistician whichreplaces it;

 

**Interest Rate** means the rate which is 2% perannum above the rate charged by the Lessor’s bank from time to time on securedoverdrafts of $100,000 or more, conclusive evidence of which (in the absence ofa manifest error) is a Notice signed by a manager of the Lessor’s bank;

 

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**Land**means the land described in item 2 ofthe form 7 in this Lease and includes any part of the Land and the Building;

** **

**Lease**means this Lease of the Premises andincludes the form 7, the Reference Schedule, this schedule and the consent of theLessor’s mortgagee and/or a Government Authority (if any) attached to thisLease, and where this Lease is required or intended to be registered to pass alegal estate to the Lessee, but is not registered for any reason, any tenancyor obligation arising in contract, by operation of law, in equity or otherwise;

** **

**Lessee**means the person named and describedas such in item 3 of the form 7 in this Lease;

** **

**Lessee’s Agents**means the Lessee’sAuthorised Representatives, agents, employees, contractors, consultants,customers and invitees who may at any time be in or upon the Land;

** **

**Lessee’s Outgoings Contribution**means therespective amounts the Lessee is obliged under clause 4.1 to pay to the Lessorfrom time to time as a contribution to an Increase in Outgoings;

** **

**Lessee’s Property**means all or any part ofthe fitout, partitions, signs, equipment, stock and other chattels in thePremises which are owned by the Lessee or are hired, leased or borrowed by theLessee from a person other than the Lessor;

** **

**Lessor**means the person named and describedas such in item 1 of the form 7 in this Lease;

** **

**Lessor’s Fixtures**means all or any part ofthe Services and plant, equipment, partitions, window and floor coverings andlight and other fittings of the Lessor, at any time installed in or located onthe Land;

** **

**Minimum Increase**means the amount specifiedas such in the Reference Schedule; 

 

**Notice**means a written notice, consent,approval, direction, order or other communication; 

 

**Notice Address**means, in respect of aparty:

 

(a)                                  theaddress or facsimile number specified as such in the Reference Schedule; or

 

(b)                                 wherea party gives Notice to all other parties of another address or facsimilenumber, the last address or facsimile number so notified;

** **

**Obligation**means any expressed or impliedlegal, equitable, contractual, statutory or other obligation, agreement,covenant, commitment, duty, undertaking or liability;

** **

**Option Period**means each option period orperiods (if any) commencing and terminating on the respective dates specifiedas such in the Reference Schedule in respect of which a further lease or leasesof the Premises may be granted by the Lessor to the Lessee;

** **

**Outgoings**means the total cost of alloutgoings costs and expenses of the Lessor now or later properly assessed,charged or chargeable paid or payable or otherwise incurred upon or in respectof the Premises and/or upon the Lessor in relation to the Premises or in theconduct, management, repair and maintenance of the Premises and to the use andoccupation of the Premises and in particular but, without limitation, includes:

 

(c)                                  allrates and taxes (including land tax unless its recovery is prohibited bystatute), charges, assessments, duties and fees of any Government Authoritylevied, assessed or charged in respect of the Premises;

 

(d)                                 alladministrative and sinking fund levies payable to the Body Corporate;

 

(e)                                  tothe extent not included in Body Corporate administrative fund levies, allinsurance premiums payable by the Lessor in respect of insurance against suchrisks (referrable to the Premises or the Lessor in relation to the Lessor’sinterest in the Premises) as the Lessor may deem necessary or desirableincluding consequential loss;

 

4

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(f)                                    repairsand maintenance (including replacement of parts) of the Building including theLessor’s Fixtures, other than the costs of repairs and replacements of astructural or capital nature;

 

(g)                                 managementfees charged by a real estate agent to manage the Land; and

 

(h)                                 thecost of supplying all Services to the Premises and not paid for separately bythe Lessee;

** **

**Outgoings Period**means a period of not morethan 12 months selected by the Lessor for the purpose of calculating andcharging Outgoings;

** **

**Parking Licence Fee**means the amountspecified in the Reference Schedule;

** **

**Premises**means the premises specified initem 5 of the form 7 in this Lease, which is located at the street addressspecified as such in the Reference Schedule and includes the Land and theBuilding and each part of the Premises;

** **

**Redecorate**includes:

 

(a)                                  thewashing down of the whole of the interior of the Premises and (whereappropriate) the Lessee’s Property;

 

(b)                                 thetreatment, as previously treated, of all internal surfaces of the Premises bypapering, painting, staining, polishing or otherwise to a specificationpreviously approved in writing by the Lessor, having regard to the condition ofthe Premises at the start of this Lease; and

 

(c)                                  thereplacing of all floor and window coverings or blinds, which in the reasonableopinion of the Lessor, are damaged (otherwise than by fair wear and tear) andare in need of replacement;

** **

**Reference Schedule**means the details anddescriptions contained in the reference schedule, described as such, and setout at the start of this schedule;

** **

**Rent**means the Rent payable by the Lesseeto the Lessor under the terms of this Lease, calculated and payable in themanner described in this Lease, which during the first Rent Period will be theamount specified as such in the Reference Schedule and in subsequent RentPeriods, as adjusted or reviewed in accordance with this Lease;

** **

**Rent Period**means each separate period ofthe Term, the first of which commences on the first day of the Term, with eachsubsequent Rent Period commencing on each annual anniversary, and theexpression includes any broken period between the end of the last complete RentPeriod and the last day of the Term;

** **

**Right**includes a legal, equitable,contractual, statutory or other right, power, authority, benefit, privilege,remedy, discretion or cause of action;

** **

**Scheme**means the community titles scheme ofwhich the Premises form part;

** **

**Services**means all services or systems ofany nature from time to time provided to the Premises and the expressionincludes (without limitation) the provision of security, lighting, gas, fuel,power, water, sewerage, drainage, removal or disposal of garbage, loadingdocks, plant rooms, storage areas, fire services, sprinkler systems, the airconditioning equipment, cabling for telephones, computers, television or otherelectronic medium, lifts or elevators and all services or systems from time totime utilised for access to the Land and all wires, cables, pipes, ducts,conduits, tanks, cisterns, electrical and mechanical plant and other fittingsand accessories to the Services;

** **

**Taxable Supply**has the meaning given in theGST Law;

** **

**Tax Invoice**means an invoice for the GSTAmount, which must include all particulars required by the GST Law and anyother information a party may reasonably require to enable it to obtain aninput tax credit under the GST Law for the GST Amount;

** **

**Term**means the term of this Lease whichcommences and expires on dates specified in item 6 in the form 7 in this Lease,or if terminated earlier, on the earlier date of termination; and

 

5

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**Valuer** means a person who is and has been atthe time of appointment a full member for at least five years of the QueenslandDivision of the Australian Institute of Valuers and Land Economists (Inc.).

 

1.2           **Interpretation**

 

In theinterpretation of this Lease, unless the context or subject matter otherwiserequire:

 

(a)                                  termsin **bold** in the Reference Schedule have themeanings shown opposite them;

 

(b)                                 singularincludes plural and vice versa and any gender includes every gender;

 

(c)                                  referencesto people include corporations, trusts, associations, partnerships, aGovernment Authority, and other legal entities, and where necessary, includesuccessor bodies;

 

(d)                                 referencesto writing include printing, typing, facsimile and other means of representingor reproducing words, figures, drawings or symbols in a visible and tangibleform, in English;

 

(e)                                  referencesto months mean calendar months;

 

(f)                                    referencesto statutes include statutes amending, consolidating or replacing the statutesreferred to and all regulations, orders-in-council, rules, by-laws andordinances made under those statutes;

 

(g)                                 referencesto sections of statutes or terms defined in statutes refer to correspondingsections or defined terms in amended, consolidated or replacement statutes;

 

(h)                                 headingsand the table of contents are used for convenience only and are to bedisregarded in the interpretation of this Lease;

 

(i)                                     whereany word or phrase is given a defined meaning, another grammatical form of thatword or phrase has a corresponding meaning;

 

(j)                                     eachparagraph or sub-paragraph in a list is to be read independently from theothers in the list;

 

(k)                                  areference to an agreement or document is to that agreement or document asamended, novated, supplemented or replaced from time to time; and

 

(l)                                     areference to a party includes that party’s executors, administrators,substitutes, successors, and in the case of the Lessee and Guarantor, permittedassigns.

 

2.             **TERM**

 

2.1           **Grant of Lease**

 

The Lessorleases to the Lessee, and the Lessee accepts from the Lessor, a lease of thePremises for the Term, which the Lessee may occupy and use only in accordancewith the provisions of this Lease.

 

2.2           **Option for renewal**

** **

If:

 

(a)                                  theLessee wishes to be granted a lease of the Premises for an Option Period;

 

(b)                                 theLessee requests (which request, once made, is irrevocable) the Lessor by Noticewhich is given not more than six months nor less than three months before theend of the Term, to grant a lease over the Premises for the Option Period;

 

(c)                                  thisLease has not been determined; and

 

(d)                                 beforethe date of commencement of the Option Period, no unremedied breach by theLessee of the provisions of this Lease exists, unless the breach has beenexcused or waived by the Lessor by Notice to the Lessee,

 

6

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then theLessor will grant to the Lessee, and the Lessee must accept from the Lessor, afurther lease of the Premises upon the same terms and provisions (subject toother provisions in this Lease) as are contained in this Lease (including theBank Guarantee), except that:

 

(e)                                  theterm of the lease for the Option Period is as specified in the ReferenceSchedule and the commencement and expiry dates will be varied accordingly;

 

(f)                                    theamount of Rent payable from the commencement date of the lease for the OptionPeriod, which must be specified in the Reference Schedule of the lease for theOption Period, will be determined as if the commencement date of the lease forthe Option Period is a Review Date;

 

(g)                                 thisclause 2.2 will be deleted.

 

2.3**           Holding over**

 

If the Lesseecontinues to occupy the Premises with the Lessor’s consent after the end of theTerm:

 

(a)                                  theLessee must do so as a monthly tenant on the same terms as contained in thisLease, so far as they are relevant to a monthly tenant, and must pay rentmonthly in advance at the rate equal to 1/12 of the Rent payable immediately before the endof the Term;

 

(b)                                 thetenancy may be determined by at least one month’s Notice by either party to theother, which may expire on any day of a month; and

 

(c)                                  nothingin this clause will be construed as requiring the Lessor to consent to anyperiod of holding over by the Lessee.

 

3.             **RENT**

** **

3.1**           Paymentof Rent**

 

The Lesseemust pay to the Lessor, without any deductions, in each year during the Termthe Rent by equal monthly instalments in advance each equal to 1/12of that amount. Rent payments must be made on the first day of each and everymonth during the Term and any Option Period but if the Term does not commenceon the first of a month, the first and last payments will be proportionate(calculated on a daily basis).

 

3.2           **Adjustment of Rent**

 

On and aftereach Adjustment Date, the Rent will be adjusted to an amount equal to thegreater of:

 

(a)           the Rent then payable increased by anamount equal to the Minimum Increase; or

 

(b)           equal to R in the following formula:

** **
| ** ** | **R= A x  B** |
|------------|---------------|
| ** ** | **C**         |

 

where:

** **

**R**                                       is the Rentpayable immediately after the relevant Adjustment Date;

 

**A**                                       is the Rentpayable immediately before the relevant Adjustment Date;

 

**B**                                       is the IndexNumber last published before the relevant Adjustment Date; and

 

**C**                                       is the IndexNumber last published before the date when the Rent payable immediately beforethe relevant Adjustment Date became effective, 

 

but regardlessof any other provision in this Lease, Rent will not decrease after anAdjustment Date.

 

7

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3.3           **Marketreview**

 

As at each Review Date, theRent will be reviewed to an amount equal to the greater of:

 

(a)           the Rent then payable; or

 

(b)           the current annual market rental of the Premises;

 

but regardless of any otherprovision in this Lease, Rent will not decrease after a Market Review.

 

3.4           **Lessor’sNotice**

** **

During the period threemonths before the Review Date or at any time after the Review Date, the Lessormay serve a Notice on the Lessee specifying the amount that the Lessorconsiders is the current annual market rental of the Premises as and from theReview Date.

 

3.5           **Determinationby Valuer**

 

If the Lessee considers therent specified by the Lessor in the Lessor’s Notice given under clause 3.4 notto be the current annual market rent of the Premises, then the Lessee may byNotice to the Lessor within 28 days after being notified of such rent, objectto the rent specified in the Lessor’s Notice. If the parties are unable toreach agreement as to the current annual market rent of the Premises within onemonth of the Lessor receiving the Lessee’s objection Notice, the dispute is tobe settled, at the instance of either party, by a Valuer who must be appointedby or on behalf of the executive officer (or acting executive officer) for thetime being or other senior office bearer of the Queensland Division of theAustralian Institute of Valuers and Land Economists (Inc) and the Valuer soappointed must determine the current annual market rent of the Premises on thebasis and by reference to the matters and factors specified in this Lease. TheValuer must make and deliver a written determination with reasons andcalculations within 28 days of the Valuer being agreed upon or of beingnominated and appointed to act (as the case may be).

 

3.6           **Costof determination**

 

The cost of the Valuer’sdetermination will be apportioned in the manner as the Valuer may considerappropriate having regard to the conduct of each of the parties or if notspecified in the determination, equally as between the Lessor and the Lessee.

 

3.7           **Basisof determination**

 

In determining the currentannual market rent on a Review Date, the Valuer:

 

(a)                                  isdeemed to be acting as an expert and not as an arbitrator;

 

(b)                                 musthave regard to the terms and conditions of this Lease;

 

(c)                                  mustassume that the Lessee pays GST in relation to the supply of the Premises tothe Lessee by the Lessor;

 

(d)                                 mustmake no deduction on account of any concession previously granted to the Lesseeor on account of any premium previously paid by the Lessee;

 

(e)                                  musttake into account the general condition and quality of the Premises other thanany deleterious condition caused by the Lessee;

 

(f)                                    musthave regard to the rental value of comparable premises within the generallocation of the Premises; and

 

(g)                                 mustassume that all covenants on the part of the Lessee and the Lessor contained inthe Lease have been fully performed and observed.

 

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3.8           **No objection by Lessee**

 

If the Lesseedoes not object to the rent specified by the Lessor in the Notice given by theLessor under clause 3.4, the Rent from the Review Date will beas specified by the Lessor in that Notice.

 

3.9           **Payment pending determination**

 

In cases wherethe Rent payable on and after a Review Date has not been agreed or determinedby the due date for the payment of the first instalment of Rent, the Lesseemust pay to the Lessor on account of the Rent, monthly instalments equivalentto the instalments of Rent payable immediately before the relevant Review Date,and an adjustment will be made between the Lessor and the Lessee by the paymentof any deficiency by the Lessee to the Lessor or the refunding or crediting ofany excess by the Lessor to the Lessee (as the case may be).

** **

4.**             OUTGOINGS**

 

4.1           **Lessee to pay Outgoings**

** **

In eachOutgoings Period the Lessee must pay to the Lessor (in addition to all otheramounts payable under this Lease) the Lessee’s Outgoings Contribution for thatOutgoings Period.

 

4.2           **Estimates of Outgoings**

 

The Lessor mayat any time give to the Lessee an estimate of the Lessee’s OutgoingsContribution for the then current Outgoings Period and the Lessee must pay suchestimated amounts to the Lessor by equal periodic payments on the first day ofeach month with Rent. Upon computation of the aggregate of the Lessee’sOutgoings Contribution at the end of each Outgoings Period; even though thisLease may have expired or been determined at that time or that the Rent mayhave subsequently been reviewed or adjusted, any necessary adjustment between theestimated and actual amount of the Lessee’s Outgoings Contribution payable willbe made and any refund to or further payment by the Lessee must immediately beallowed or made by or to the Lessor accordingly.

 

4.3           **Statement of Outgoings**

 

As soon aspracticable after the end of each Outgoings Period, the Lessor must furnish tothe Lessee a statement of the actual Outgoings for the Outgoings Period justended.

 

4.4           **Utilities**

 

The Lesseemust immediately pay all costs, rates, taxes and imposts levied or chargedseparately by any Government Authority in relation to the Lessee’s businessconducted from the Premises and expenses for all Services which are consumed,supplied, connected or metered separately to, in or on the Premises.

 

5.**             OTHER CHARGES PAYABLE BY LESSEE**

** **

5.1           **Costs under Lease**

** **

The Lesseemust pay all reasonable costs and expenses of the Lessor (on a solicitor andown client basis) in relation to:

 

(a)                                  thenegotiation, preparation, execution, delivery, stamping, registration,completion, renewal, extension, variation, assignment, proposed assignment,termination or surrender of this Lease;

 

(b)                                 theenforcement, protection or waiver or attempted enforcement or protection of aRight under this Lease by the Lessor;

 

(c)                                  thegiving of any consent or approval by the Lessor or its mortgagee (if any) underthis Lease; and

 

(d)                                 legalproceedings (other than litigation between the Lessor and the Lessee) whicharise directly or indirectly out of the Lessee’s occupancy of the Premises orthe Permitted Use, where the Lessor

 

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(without fault on its part)is made a party to any legal proceedings commenced by or against the Lessee, 

** **

and the****costs of consultants incidental to the above(on a full indemnity basis).

 

5.2**           Future taxes**

 

The Lessee must, unlessprovided elsewhere in this Lease, pay without exception, all rates, charges,taxes, assessments, outgoings and impositions whether from a GovernmentAuthority or otherwise, whether of a capital, revenue value or other basis andeven though of a novel character, which may at any time during the Term beassessed, charged or imposed upon or in respect of the Lessee’s use of thePremises or this Lease and whether assessed against the Lessor or directlyagainst the Lessee.

 

5.3           **Lessee to pay GST**

** **

(a)                                  Where in this Lease any Rent, Lessee’sOutgoings Contributions, Parking Licence Fees or any other payments are to bemade to the Lessor:

 

(i)                                     those payments have been calculated withoutregard to GST; and

 

(ii)                                  in addition to any payment made by the Lesseeto the Lessor, the Lessee must also pay to the Lessor a GST Amount on accountof any GST payable by the Lessee in respect of the taxable supply for which thepayment is paid.

 

(b)                                 The Lessor’s Right to payment under clause 5.3(a) issubject to a valid Tax Invoice being given by the Lessor in relation to thepayment

 

5.4           **Excess on Lessor’s insurance**

 

The Lessee must from time totime, on demand by the Lessor, pay to the Lessor all extra or excess premiumsand other charges (if any) for insurance on the Premises required on account ofextra risk caused by the Permitted Use or any other use to which the Premisesare put by the Lessee.

 

6.**             TERMINATION OR ABATEMENT ONRESUMPTION, DAMAGE, DESTRUCTION**

** **

6.1**           General Rights of parties**

** **

If the Premises are resumedor taken for public purposes by any Government Authority or the whole or anypart of the Premises are destroyed or damaged by fire, flood, lighting, storm,tempest or other disabling cause, so as (in either case to render the Premisesduring the Term inaccessible or substantially unfit for the use and occupationof the Lessee or to deprive the Lessee of substantial use of the same, or so as(in the later case only) to render the rebuilding or reconstruction of thePremises in its previous form impracticable or undesirable in the opinion ofthe Lessor then:

 

(a)                                  the Lease may be determined withoutcompensation by either the Lessor or the Lessee by Notice to the other, but theLessee is only entitled to determinate the Lease under this clause if theLessor fails after Notice from the Lessee to commence to rebuild or reinstatethe Premises or make the same accessible within a reasonable time;

 

(b)                                 any such determination will be withoutprejudice to the Rights of either party in respect of any antecedent breachmatter or thing;

 

(c)                                  nothing in this Lease will impose anyObligation upon the Lessor to rebuild or reinstate the Premises or to make thesame accessible or fit for use and occupation of the Lessee;

 

(d)                                 upon the happening of any such damage ordestruction, the Rent and the Lessee’s Obligation to contribute towardsOutgoings or a proportionate part of the Rent or the Outgoings contribution,according to the nature and extent of the damage sustained, will abate untilthe Premises are rebuilt or reinstated or are made accessible and fit for theoccupation and use of the Lessee or until the Lease is determined under theprovisions of this clause; and

 

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(e)                                  ifa dispute arises out of the operation or effect of any provision of this clause6, then the dispute will be referred for determination by an arbitratornominated by the president (or acting president) or other senior office bearerfor the time being of the Queensland Law Society Incorporated to arbitrationunder the provisions of the laws for the time being in force in Queensland.

 

6.2           **Limitation of Lessee’s Rights**

 

Regardless ofclause 6.1, the Lessee may determine this Lease only if the inaccessibility,destruction or damage was not caused or contributed to (to the extent of 50% ormore) by the Lessee or the Lessee’s Agents and Rent and Outgoings contributionwill only abate in the same proportion as the Lessee or the Lessee’s Agentshave not contributed to the destruction or damage.

 

7.             **USE OF PREMISES**

 

7.1**           Permitted Use**

 

The Lesseemust not use the Premises or permit the Premises to be used for any purposeother than the Permitted Use without the prior written consent of the Lessor.

 

7.2           **No warranty**

 

The Lesseeacknowledges that neither the Lessor nor any person on behalf of the Lessor hasmade any promise, representation, warranty or undertaking in respect of thesuitability of the Premises for any use or for any business to be carried onnor in respect of the Lessor’s Fixtures.

 

7.3           **Lessee’s****Obligations**

 

The Lesseemust at its own expense:

 

(a)                                  **(cleaning)** keep the Premises clean and tidy;

 

(b)                                 **(conduct Permitted Use)** at all times during the Term,conduct the Permitted Use from the Premisesprofessionally, competently and in a businesslike manner;

 

(c)                                  **(Pests)** keep the Premises free of vermin and pests;

 

(d)                                 **(Permits)** obtain and maintain licenses, permits, consentsand registrations required fromGovernment Authorities to carry on the Permitted Use from the Premises;

 

(e)                                  **(storage)** store in the Premises, only goods required in theordinary course of conducting its businessand only in areas intended for storage of goods of that class;

 

(f)                                    **(compliance with laws)** comply with all laws relating to thePremises, the Lessee’s occupation of thePremises and the conduct of the Lessee’s business in the Premises;

 

(g)                                 **(floor overloading)** comply with the maximum floor loadingrates for the Building;

 

(h)                                 **(lock Premises)** keep the Premises securely locked whenunoccupied;

 

(i)                                     **(remove refuse)** remove all refuse from the Premises andcomply with the Lessor’s reasonabledirections with regard to the disposal of refuse;

 

(j)                                     **(emergencies)** comply with the Lessor’s reasonable directionsregarding emergencies and fire drills;

 

(k)                                  **(damage)** give Notice to the Lessor promptly of damagesustained to the Premises or circumstanceslikely to cause damage or injury within the Premises of which the Lessee isaware;

 

(l)                                     **(by-laws)** comply with the by-laws of Scheme;

 

(m)                               **(Body Corporate directions)** comply with the lawfuldirections of the Body Corporate;

 

11

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(n)**                                ****(Infectious diseases)**giveNotice to the Lessor if it becomes aware of any infectious diseases in thePremises and fumigate the Premises if required by the Lessor; and

 

(o)**                                ****(Notices from GovernmentAuthorities)**provide to the Lessor, as soon as possible, copies ofall Notices which relate to the Premises and which the Lessee receives from aGovernment Authority.

 

7.4           **Restrictions on conduct**

 

The Lesseemust not:

** **

(a)**                                 ****(offensive conduct)**doanything which does or could annoy or offend anyone in or around the Land orwhich could become dangerous or a nuisance to the Lessor or any other person;

** **

(b)**                                ****(smoking)**itselfnor permit the Lessee’s Agents to smoke cigarettes, pipes, cigars or otherforms of tobacco or similar substances on the Land, the Building or thePremises, and must display signs within the Premises reasonably required by theLessor notifying of the prohibition on smoking in such areas;

** **

(c)**                                 ****(sales)**holdauction, bankruptcy or fire sales in the Premises;

** **

(d)**                                ****(obstructions)**obstructthe air conditioning equipment or fire or security alarms in or adjacent to thePremises;

** **

(e)**                                 ****(vending machines)**installvending, amusement or similar machines in the Premises;

** **

(f)**                                   ****(Lessor’s interest)**doanything which would adversely affect the Lessor’s interest in the Land or theScheme;

** **

(g)**                                ****(dangerous goods)**bringupon or store in the Premises explosive, inflammable or corrosive fluids orchemicals except as are normally consumed or sold by the Lessee in the conductof the Permitted Use from the Premises and only so long as they are confined incontainers and in accordance with the terms of licences or laws which regulatethe storage of a substance;

** **

(h)**                                ****(animals)**keep animalsor birds in or on the Premises;

** **

(i)**                                    ****(food)**prepare orcook food except in parts of the Premises which are approved in writing by theLessor for that purpose;

** **

(j)**                                    ****(source of light and power)**useany form of light, power or heat other than electricity or gas supplied throughmeters, except during a period of power failure or restrictions, when theLessee is entitled to use auxiliary power or lighting (other than an exposedflame);

 

(k)                                  **(sleeping)**allowany person to sleep in the Premises; nor

** **

(l)**                                    ****(overloading)**withoutthe prior written consent of the Lessor, install electrical equipment in thePremises which may overload the cables, switchboards or sub-boards throughwhich electricity is conveyed to the Premises.

 

7.5           **Signs**

 

Subject toclause 21.2, the Lessee must:

 

(a)                                  notwrite, affix, paint, or display any sign on any part of the inside or outsideof the Building or the Land except with the prior written approval of theLessor and each relevant Government Authority; and

 

(b)                                 atthe end of the Term or earlier termination of this Lease, remove the Lessee’ssign at the Lessee’s expense and reinstate the surface of the Building to itscondition immediately before the sign was affixed.

 

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8.             **ASSIGNMENT****, SUBLEASES, LICENCES AND MORTGAGES ETC**

** **

8.1           **Restriction**

** **

The Lesseemust not during the Term assign, transfer or sub-lease its interest in thisLease, or grant a licence over the Premises or mortgage, charge or otherwiseencumber its estate or interest in this Lease, without the Lessor’s priorwritten consent, and unless:

 

(a)                                  theLessee gives to the Lessor not less than 14 day’s Notice of the Lessee’s desireto do so;

 

(b)                                 theLessee is not then in default under this Lease; and

 

(c)                                  theLessee complies with the Lessor’s reasonable requirements which will benotified immediately after the request for consent is made.

 

8.2           **Change of****control**

 

(a)                                  Ifthe Lessee is a company other than a company whose shares are listed on theAustralian Stock Exchange Limited or another recognised stock exchange, whetherinside or outside Australia, the Lessee must not:

 

(i)                                     register,record or enter in its books any transfer of any share or shares in the capitalof the Lessee;

 

(ii)                                  issueany beneficial interest in any of the shares in its capital; or

 

(iii)                               takeor attempt to take any action having or which will have the effect that theshareholders of the Lessee as at the commencement date of the Term, whotogether beneficially held or controlled the voting, income or capital participationRights in the Lessee, would then be different or one or more of such Rightswere different or they cease to have appointed or to have the Right to appoint,replace or remove a majority of the Lessee’s directors from time to time,

 

without theprior consent in writing of the Lessor which must not be withheld where:

 

(iv)                              theLessee has proved to the reasonable satisfaction of the Lessor that theproposed new shareholders and their directors are respectable, responsible andsolvent persons capable of adequately carrying on in the Premises, thePermitted Use under this Lease; and

 

(v)                                 theproposed new shareholders or directors have furnished the Lessor with suchguarantee or guarantees of the performance of the Lessee’s Obligations underthis Lease as the Lessor may reasonably require.

 

(b)                                 Ifthe Lessee is a subsidiary of a company other than a company whose shares arelisted on the Australian Stock Exchange Limited or another recognised stockexchange, whether inside or outside Australia, the provisions of this clause8.2 will apply to the Lessee but will not be taken to apply to any transactioninvolving the shares in the Lessee’s holding entity.

** **

9.**             MAINTENANCEREPAIR AND ALTERATIONS**

** **

9.1**           Tokeep in repair**

 

The Lesseemust maintain, repair and keep the Premises in good and substantial repairorder and condition, having regard to its condition at the commencement of theTerm, damage by explosion, earthquake, aircraft, riot, civil commotion, fire,flood, lightning, storm, tempest, act of God, war damage, malicious damage andreasonable wear and tear and by inherent or structural defects and subsidenceonly excepted. This covenant does not impose on the Lessee any Obligation inrespect of any structural maintenance replacement or repair except when the sameis rendered necessary by any act, neglect, default or omission on the part ofthe Lessee or the Lessee’s Agents or by the Lessee’s use or occupancy of thePremises. The Lessee acknowledges that the Premises are in good and substantialrepair order and condition at the commencement of the Term.

 

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9.2           **Other repair Obligations**

 

The Lesseemust:

 

(a)                                  inthe last year of the Term and from time to time if necessary or reasonablyrequired by the Lessor, Redecorate the Premises;

 

(b)                                 keepthe Premises clean, tidy and free from dirt and rubbish and must employ areputable cleaning contractor to clean the Premises;

 

(c)                                  atall times keep and maintain the Lessee’s Property in good and substantialrepair, working order and condition; and

 

(d)                                 immediatelyrepair and replace all broken glass including exterior windows with glass ofthe same or similar quality and all damaged or broken heating, lighting,electrical equipment and plumbing installed upon the Premises.

 

9.3           **Inspection by Lessor**

 

The Lessor orits Authorised Representatives may at reasonable times on reasonable Notice(except in an emergency, where no Notice, written or otherwise, is required)enter and inspect the state of repair of the Premises.

 

9.4           **Lessor’s****repair Notice**

 

The Lessor andits Authorised Representatives may:

 

(a)                                  serveupon the Lessee a Notice of a failure by the Lessee to Redecorate or to carryout a repair, replacement or the cleaning of the Premises which is the Lessee’sObligation under this Lease;

 

(b)                                 requirethe Lessee to carry out that repair, replacement, cleaning or Redecorate thePremises within a reasonable time; and

 

(c)                                  indefault of the Lessee doing so, elect to carry out that repair, replacement,cleaning or Redecoration itself and the cost and expense of doing so, whetherincidental or otherwise, will be payable on demand by the Lessee to the Lessor.

 

9.5           **Lessor may enter**

 

The Lessor andits Authorised Representatives may at all reasonable times upon giving to theLessee reasonable Notice (except in the case of emergency when no notice,either written or otherwise, is required) enter upon the Premises for thepurpose of complying with any request, requirement, notification or order ofany Government Authority for which the Lessee is not liable under its thisLease or for carrying out such reinstatement repairs or alterations to thePremises deemed necessary or desirable by the Lessor, provided always that indoing so, the Lessor must minimise inconvenience to the Lessee.

 

9.6           **No alterations withoutconsent**

 

The Lesseemust not make or cause alterations, additions or improvements to the Premisesor the Lessor’s Fixtures without the prior written consent of the Lessor.

 

9.7           **Conditions of consent**

 

If the Lessorconsents to the Lessee undertaking alterations or additions to the Premises,the Lessee must comply with the requirements of the Lessor, which the Lessormay notify at the time the consent is given and all Government Authorities, butif the Lessee’s alterations or additions involve the erection of internalpartitions, the Lessee must, if requested by the Lessor, remove all internalpartitions on the expiration or sooner termination of this Lease.

 

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** **

9.8           **Government Authority Notices**

** **

Work required to beundertaken to the Premises as a result of a Notice issued by a GovernmentAuthority will be undertaken by and at the cost and expense of:

 

(a)           the Lessee, if the works required to beundertaken are of a non-structural nature and are required by virtue of thenature of the Lessee’s business or the number or sex of the Lessee’s Agents; or

 

(b)           the Lessor, in all other cases, and as andfrom the date of completion of the works, the Lessor will be entitled toincrease the Rent by Notice to the Lessee by an amount equal to 8% of the totalcost of the works including, without limitation, fees paid to consultants,except where such works are required because of the Lessor’s non-compliancewith any relevant law.

 

9.9           **Lessor’s works**

 

The Lessor may, at allreasonable times upon giving the Lessee reasonable Notice, enter and undertakebuilding works to the Premises of its own volition but in doing so mustendeavour to cause as little inconvenience to the Lessee and the Lessee’sAgents as is reasonably possible.

 

10.           **INSURANCE**

 

10.1         **Lessee to insure**

 

The Lessee must maintainduring the Term, in the joint names of the Lessor and Lessee for theirrespective interests, with an 

insurer approved by theLessor:

 

(a)           public liability insurance for an amount of not less than $10 millionfor each occurrence;

 

(b)           plate glass insurance for its replacement value;

 

(c)           workers’ compensation insurance;

 

(d)           insurance against damage to or loss of the Lessee’s Property within thePremises for its replacement value; and

 

(e)           other insurance for an amount and on termswhich, in the Lessor’s reasonable opinion, a prudent lessee would take out.

 

10.2         **Increase of amounts**

 

The Lessor may, by Notice,require the Lessee to increase the amount of any insurance taken out under thisLease by the Lessee.

 

10.3         **Certificates of currency**

 

Whenever requested by theLessor, the Lessee must give to the Lessor a certificate of currency for eachpolicy required to be effected under this Lease.

 

11.           **LESSEE’S LIABILITIES AND INDEMNITIES**

 

11.1         **Lessee’s risk**

 

The Lessee must occupy thePremises at its own risk. 

 

11.2         **Release of Lessor**

 

To the extent permitted bylaw, the Lessee releases the Lessor from all Claims which the Lessor incurs oris liable for in connection with:

 

(a)           damage, loss, injury or death to a person;

 

(b)           damage, loss or injury to property;

 

15

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(c)           the exercise by the Lessor of a Right under this Lease;

 

(d)           the state of repair or condition of the Premises; or

 

(e)           Services provided to the Premises,

 

otherthan those which arise solely as a result of the wilful or negligent act oromission of the Lessor.

 

11.3         **Indemnity**

 

The Lessee indemnifies theLessor against all Claims which the Lessor incurs or is liable for inconnection with:

 

(a)           damage, loss, injury or death caused or contributed to by the Lessee orthe Lessee’s Agents;

 

(b)           a default in the performance or observance of an Obligation of theLessee;

 

(c)           the Lessee’s occupation of the Premises; or

 

(d)           the Services,

 

unless the Claim arisessolely as a result of the wilful or negligent act or omission of the Lessor.

 

11.4         **Continuingindemnity**

 

Each indemnity of the Lesseecontained in this clause or elsewhere in this Lease is a continuing Obligationof the Lessee and remains in full force and effect after the termination ofthis Lease and a separate and independent Obligation of the Lessee.

 

11.5         **Conditionprecedent to Lessor’s liability**

 

Despite any other provisionin this Lease to the contrary, the Lessor is not in default of its Obligationsunder this Lease unless the Lessee first gives Notice to the Lessor of thedefault and the Lessor fails within a reasonable time after receiving Notice totake proper steps to rectify the default.

 

12.           **QUIETENJOYMENT**

 

If the Lessee punctually paysthe Rent and the Outgoings and other moneys payable under this Lease andobserves and performs the Obligations on the Lessee’s part contained or impliedunder this Lease (whether positive or negative), the Lessee may hold and enjoythe Premises during the Term without any interruption by the Lessor or by anyperson rightfully claiming through, under or in trust for it.

 

13.           **DETERMINATIONOF TERM**

 

13.1         **Lesseeto deliver up**

 

The Lessee must deliver up possessionof the Premises at the end of the Term, or any earlier date on which this Leaseis terminated, in the condition the Lessee is required under this Lease tomaintain them during the Term.

 

13.2         **Rightto remove Lessee’s Property**

 

If the Lessee has promptlypaid the Rent, the Outgoings and all other moneys required to be paid underthis Lease and punctually observed, performed and fulfilled its Obligations,whether positive or negative in character, under this Lease, the Lessee mayduring the last seven days of the Term or in the case of a prior termination,within three days after the date of termination, remove from the Premises allof the Lessee’s Property.

 

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** **

13.3         **Obligationto remove Lessee’s Property**

 

If the Lessee has not done sounder clause 13.2, the Lessee must, if directed by Notice to do so by theLessor, remove from the Premises, within two days after receiving the Lessor’sNotice requesting its removal, all of the Lessee’s Property or the part of theLessee’s Property as is specified in the Lessor’s Notice to the Lessee.

 

13.4         **Lesseeto repair damage**

 

The Lessee must make good anydamage caused to the Premises by the removal of the Lessee’s Property to thereasonable satisfaction of the Lessor.

 

13.5         **Lessor’sRights**

 

If the Lessee does not removeall of the Lessee’s Property required to be removed under this Lease, theLessor may, at the Lessee’s cost and expense remove and store the Lessee’sProperty at the Lessee’s risk or treat the Lessee’s Property, or any part ofit, as abandoned and Claim it as its own property and deal with it as it seesfit.

 

14.           **DEFAULT OF LESSEE**

** **

14.1         **Lessormay rectify**

 

If the Lessee fails to paymoney or charges required to be paid under this Lease to any person other thanthe Lessor or otherwise fails to perform or observe an Obligation under thisLease, the Lessor may (but without Obligation to do so), as the agent of theLessee, make the payment or do all the acts and things and incur the expensesas may be necessary to perform the Lessee’s Obligation. The full amount of anypayments made or expenses incurred must constitute a liquidated debt due andpayable on demand by the Lessee to the Lessor.

 

14.2         **Intereston overdue payments**

 

Without prejudice to otherRights of the Lessor, if the Lessee does not pay any money which is payable bythe Lessee to the Lessor under this Lease within seven days after the due datefor payment, then they must pay to the Lessor interest:

 

(a)           on the amount remaining unpaid from the due date or dates for paymentuntil those amounts are actually received by the Lessor;

 

(b)           on any judgment which the Lessor obtains against the Lessee from thedate of the judgment until the judgment has been satisfied;

 

(c)           at the Interest Rate quoted on the date the payment was due or on thedate of the judgment as the case may be; and

 

(d)           at the Lessor’s option, capitalised monthly.

 

14.3         **Eventsof default**

 

The Lessee commits an eventof default if:

 

(a)           **(non-payment)** it doesnot pay Rent, Outgoings or any other money due and payable under this Leasewithin 14 days after the due date;

 

(b)           **(non-performance)** itdoes not perform or observe an Obligation, whether positive or negative, under thisLease;

 

(c)           **(assignment to creditor)** an assignment of any property is made for the benefit of a creditor ofthe Lessee or a Guarantor;

 

(d)           **(corporation)** wherethe Lessee is a corporation:

 

(i)            anyapplication or petition for the winding-up of the Lessee is made or presentedor an order is made or a resolution is passed for the winding-up of the Lessee;

 

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** **

(ii)           the Lessee goes into liquidation, enters into a scheme of arrangement orcompromise with its creditors, is placed under official management or areceiver and/or manager, liquidator, provisional liquidator or administrator ofany of its assets is appointed;

 

(iii)          a person lawfully takes or attempts to take possession of any of theLessee’s assets; or

 

(iv)          the Lessee is struck off or de-registered or otherwise ceases to existor have legal capacity;

 

(e)**          ****(insolvency)**the Lessee stops payment or is unable to payits debts or is unable in the opinion of the Lessor or one of its AuthorisedRepresentatives to pay its debts from its own money as they fall due; or

 

(f)**           ****(material adverse effect)**any event which in the Lessor’s reasonableopinion has or may have a material adverse effect on the Lessee, its businessor which may materially affect the ability of the Lessee to perform or observean Obligation under this Lease.

 

14.4         **Forfeiture of Lease**

** **

If the Lessee commits anevent of default and fails to remedy the default (if it is capable of remedy)or where compensation in money is required and the Lessee fails to pay thecompensation, subject to the provisions of section 124 of the *Property Law Act 1974 (Q1d),*the Lessormay terminate this Lease:

 

(a)           without prior Notice, by re-entering and taking possession of thePremises (by force if necessary) and eject the Lessee and/or the Lessee’sAgents, without regard to the Lessee or its interest under this Lease and uponre-entry, this Lease will be absolutely determined;

 

(b)           by Notice to the Lessee terminating this Lease; or

 

(c)           by Notice to the Lessee converting this Lease into a monthly tenancywhich will be on the same terms and conditions as this Lease, as they apply toa monthly tenancy, and the Lessee must pay Rent at the same monthly rate aspayable immediately before the termination,

 

andexercise other Rights.

 

14.5         **Effect of termination**

 

If the Lessor terminates thisLease under clause 14.4, the Lessee will have no further Rights against theLessor under the Lease or as a result of the termination.

 

14.6         **Essential terms**

** **

The essential terms of thisLease are the Lessee’s Obligations:

 

(a)           to pay Rent, Outgoings and other money;

 

(b)           to repair and maintain the Premises;

 

(c)           to use the Premises only for the Permitted Use;

 

(d)           not to assign, transfer or sublease its interest in this Lease or partwith possession of the Premises without the Lessor’s prior consent,

 

inthe manner required by this Lease.

 

14.7         **Damages for breach**

** **

If this Lease is terminatedby the Lessor as a result of a breach of an essential term of this Lease, theLessor, in addition to other Rights, may Claim from the Lessee liquidateddamages, payable on demand, for the loss of the tenancy equal to the differencebetween:

 

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(a)           the total Rent and other moneys payable under this Lease the Lesseewould have been obliged to pay for the balance of the Term had the Lease notbeen terminated; and

 

(b)           the amount (if any) which the Lessor receives or reasonably estimatesreceiving (at the time the Claim for liquidated damages is made) during thebalance of the Term, from other incoming tenants or occupiers of the Premises,

 

but to the extent that theClaim for liquidated damages is an acceleration of payments under the Lease,the Lessee is entitled to deduct from the amount otherwise payable, an amountequal to 2% per annum less than the Interest Rate as at the date of any demandfor payment.

 

14.8         **Mitigationof loss**

 

If the Lessor terminates thisLease under clause 14.4 as a result of a breach of an essential term, theLessor must takes reasonable steps to mitigate its loss.

 

15.           **CARPARKING**

 

15.1         **Licence**

 

The Lessor grants to theLessee for the Term of this Lease, the non-exclusive personal licence to parkin the Car Parking Bays.

 

15.2         **ParkingLicence Fee**

 

The Lessee must pay theParking Licence Fee to the Lessor free of all exchange and all deductionsduring the continuance of and for the Rights given to the Lessee under thisLease by equal monthly instalments in advance on the first day of each month.Where the Commencement Date is a date other than the first day of a month, theLessee must pay on the Commencement Date a proportion of an instalment equatingto the length of the broken period (calculated on a daily basis), and must,after that date, pay the Parking Licence Fee on the first day of each monthduring the Term.

 

15.3         **Reviewof Parking Licence Fee**

 

The Parking Licence Fee willbe reviewed annually on the anniversary of the Commencement Date:

 

(a)           as at each Adjustment Date, to an amount equal to the greater of:

 

(i)            the Parking Licence Fee then payable increasedby an amount equal to the Minimum increase; or

 

(ii)           equal to PLF in the following formula:

 
|   | **PLF=**   | **A x B** |   |
|--------|------------|-----------|--------|
|   | ** ** | **C**     |   |

 

where:

 

**PLF**        is the Parking Licence Fee payable immediatelyafter the relevant Adjustment Date;

 

**A**             is the Parking Licence Fee payable immediatelybefore the relevant Adjustment Date;

 

**B**             is the Index Number last published before therelevant Adjustment Date; and

 

**C**             is the Index Number last published before thedate when the Parking Licence Fee payable immediately before the relevantAdjustment Date became effective;

 

(b)           as at each Review Date, to an amount equal to the greater of:

 

(i)            the Parking Licence Fee then payable; or

 

(ii)           the current market Parking Licence Fee payable for the Car Parking Bays;

 

19

----

 

(c)           on the basis that regardless of any other provision in this Lease, theParking Licence Fee:

 

(i)            will not decrease after an Adjustment Date ora Market Review;

 

(ii)           the Parking Licence Fee will increase by at least the Minimum Increaseafter each Adjustment Date; and

 

(iii)          otherwise will be reviewed in accordance with the provisions andprinciples of clause 3, as if for the purpose of that clause, the ParkingLicence Fee were Rent.

 

15.4         **Hoursof Licence**

 

Subject to the requirementsof all relevant authorities, the Lessee may park the Lessee’s cars in the CarParking Bays seven days a week, 24 hours a day.

 

15.5         **Notto clean Lessee’s car**

 

The Lessee must not clean,grease, oil, repair or wash the Lessee’s car or permit the cleaning, greasing,oiling, repairing or washing of the Lessee’s cars in the Car Parking Bays.

 

15.6         **Avoiddamage to Car Parking Bays**

 

The Lessee must not do oromit to do or permit or suffer to be done or omitted any act matter or thingwhich might in any way endanger the Building or the Car Parking Bays or any personequipment chattel or goods whether the property of the Lessor or not which may bein the Building or the Car Parking Bays.

 

15.7         **Norubbish**

 

The Lessee must:

 

(a)           not place, throw or drop any rubbish in or about the Car Parking Baysnor cause or permit any rubbish to be placed, thrown or dropped in or about theCar Parking Bays; and

 

(b)           at all times use the Lessee’s best endeavours to ensure that the CarParking is kept free from rubbish.

 

15.8         **Lessornot responsible**

 

The Lessor will not beresponsible for any damage that the Lessee’s car may sustain while upon orentering or leaving the Car Parking Bays.

 

15.9         **Riskof the Lessee**

 

The Lessee’s cars whetherparked or mobile in the Car Parking Bays are at the sole risk of the Lessee.

 

15.10       **Lessornot liable for death**

 

The Lessor will not be liablein respect of death of or injury to persons using the Lessee’s car as driver orpassenger or in respect of any loss of or damage to the Lessee’s car oranything attached to it or contained in it (whether belonging to the car ornot) except to the extent that such death, injury, loss or damage be caused orcontributed to by the negligence or wilful act or omission of the Lessor.

 

15.11       **Riskof chattels**

 

The Lessee’s chattels left inthe Lessee’s cars in the Car Parking Bays are at the sole risk of the Lessee.

 

15.12       **Nosafe keeping**

 

None of the employees,agents, sub-contractors, contractors or servants of the Lessor have anyauthority to accept any goods for safe custody nor does any manager of the CarParking Bays have such authority from the Lessor.

 

20

----

 

16.           **BANK GUARANTEE**

** **

16.1         **Delivery to Lessor**

** **

The Lessee must:

 

(a)           at its own expense arrange for the Bank Guarantee to be issued anddelivered to the Lessor on or before the Commencement Date; and

 

(b)           ensure that the Bank Guarantee is current and enforceable for the wholeof the Term.

 

16.2         **Retention of Bank Guarantee**

 

The Bank Guarantee may beretained by the Lessor during the Term.

 

16.3         **Lessee’s default**

** **

If the Lessee defaults:

 

(a)           in making payment to the Lessor of Rent or other money payable underthis Lease; or

 

(b)           in the observance or performance of any other Obligation on the part ofthe Lessee contained or implied in thisLease (including those of a negative character) resulting in liabilityon the part of the Lessee to pay monies to the Lessor;

 

the Lessor may demand paymentfrom the bank which issued the Bank Guarantee of the whole or part of theamount secured by the Bank Guarantee to compensate the Lessor for the losssuffered directly or indirectly by the Lessor as a result of the default.

 

16.4         **Replacement of Bank Guarantee**

** **

If the Lessor receivespayment under the Bank Guarantee, the Lessee must promptly provide areplacement or additional Bank Guarantee so that the total amount of the BankGuarantee specified in the Reference Schedule and required under this clause 16is restored.

 

16.5         **Assignment of Bank Guarantee**

** **

If the Lessor transfers orassigns its interest in this Lease, the Land or the reversion of this Lease,the Lessor may assign the Bank Guarantee which is then in place to thetransferee or assignee. The Lessee must, if requested by the Lessor, at theexpense of the Lessor either:

 

(a)           enter into a deed or agreement with any transferee or assignee toperfect that assignment; or

 

(b)           provide a replacement Bank Guarantee in a form acceptable to the Lessorin favour of the transferee or assignee in which case, the original BankGuarantee must be returned to the Lessee.

 

16.6         **Return of Bank Guarantee**

** **

If:

 

(a)           the Lessee is not holding over;

 

(b)           there are no unremedied breaches of the Lessee’s Obligations (includingthose of a negative character) under this Lease;

 

(c)           there are no Claims by the Lessor against the Lessee for damages forbreach of an Obligation of the Lessee under this Lease; and/or

 

(d)           the Lessee has not exercised an option for renewal for an Option Period,

 

the Lessor must return theBank Guarantee to the Lessee after the Termination Date or after an earliertermination of this Lease.

 

21

----

 

17.**          ****GUARANTEE AND INDEMNITY**

** **

17.1         **Guarantee**

** **

Intentionallydeleted.

 

18.**          ****NOTICES**

** **

18.1         **Form of Notices**

** **

Notices givenunder this Lease will be:

 

(a)           in writing;

 

(b)           signed by the partygiving the Notice or its Authorised Representative; and

 

(c)           addressedto the Notice Address of the person to whom it is to be given or in the case ofthe Lessee, the Premises or the Lessee’s registered office if a company, or theLessee’s last known place of residence if an individual.

 

18.2         **Method and address for givingNotices**

** **

Notices mustbe:

 

(a)           delivered by hand;

 

(b)           posted by pre-paidsecurity or certified mail; or

 

(c)           transmitted byfacsimile,

 

to the NoticeAddress of the person receiving the Notice, or in the case of the Lessee, tothe Premises or the Lessee’s registered office if a company, or the Lessee’slast known place of residence if an individual.

 

18.3         **Time of receipt**

** **

A Notice givento a person in accordance with this Lease is deemed to have been given andreceived if:

 

(a)           delivered,on the day of delivery if delivered before 5:00pm on a Business Day, otherwiseon the nextBusiness Day;

 

(b)           postedby pre-paid security mail or certified mail, on the second day after the day onwhich the Noticewas accepted by the post office from the party sending the Notice; or

 

(c)           transmitted byfacsimile and:

 

(i)            the transmissionreport states that it was sent in full and without error; and

 

(ii)           no objection isreceived from the recipient,

 

on the day oftransmission if that report states that the transmission was completed before5:00pm on a Business Day, otherwise on the next Business Day.

 

18.4         **Objection to facsimile**

** **

A partyreceiving a facsimile transmission may object to the facsimile transmission asnot being fully intelligible. If a valid objection is made to a facsimiletransmission and that party requests re-transmission before 5:00pm on the nextBusiness Day after completion of the facsimile transmission, the partysending the facsimile transmission must re-transmit it, but any re-transmissionis deemed to have been made at the time of completion of the original facsimiletransmission. If a time restriction is placed, by reference to the date ofreceipt of the facsimile transmission, on the performance of an Obligation orthe exercise of a Right by the party who makes the valid objection to afacsimile transmission, the time restriction for performance of the Obligation

 

22

----

 

or theexercise of the Right is deemed extended by a corresponding time period to thetime between the original transmission and re-transmission of the facsimile.

 

19.           **PROPER LAW,JURISDICTION**

 

19.1         **Choice of law**

** **

This Lease isgoverned by and will be construed in accordance with the laws of Queensland.

 

19.2         **Jurisdiction**

 

Actions, suitsor proceedings relating in any way to this Lease or documents or dealingscontemplated by it, may be instituted, heard and determined in a court ofcompetent jurisdiction in Queensland.

 

19.3         **Submission to jurisdiction**

** **

Each partyirrevocably submits to the non-exclusive jurisdiction of the courts ofQueensland for the purpose of any action, suit or proceeding.

 

19.4         **Service of process**

** **

A party may byNotice appoint another person at a specified address in Queensland to receiveservice of process in connection with any action, suit or proceedings andprocess served on that person is deemed to have been served on the party makingthe appointment.

 

20.**          ****GENERAL PROVISIONS**

** **

20.1         **Variations**

** **

No variationof this Lease nor waiver by a party of any provision of it, will be effectiveunless it is in writing, signed by the parties or (in the case of a waiver) bythe party giving it. Any variation or waiver will be effective only to theextent to or for which it is made or given.

 

20.2         **Waiver**

** **

Thenon-exercise of or delay in exercising a Right of a party must not operate as awaiver of that Right, nor does a single exercise of a Right preclude anotherexercise of it or the exercise of other Rights. A Right may only be waived byNotice, signed by the party (or its Authorised Representative) to be bound bythe waiver.

 

20.3         **Further assurances**

** **

Each party tothis Lease must do all things and sign, execute and deliver all deeds and otherdocuments as may be legally necessary or reasonably required of it by Noticefrom another party to carry out and give effect to the terms and intentions ofthis Lease and to perfect, protect and preserve the Rights of the other partiesto this Lease.

 

20.4         **Liability of parties**

** **

If a partyconsists of more than one person:

 

(a)           an Obligation of thoseparties is a joint obligation of all of them and a several Obligation of eachof them;

 

(b)           aRight given to those parties is a Right given jointly to all of them andseverally to each of them, and if exercised by one of them, is deemed to beexercised jointly; and

 

(c)           a representation,warranty or undertaking made by those parties is made by each of them.

 

23

----

 

20.5         **Counterparts**

** **

This Lease maybe signed or executed in a number of counterparts, with the same effect as ifthe signatures to or execution of each counterpart were on the same instrument.

 

20.6         **Warranty of authority**

** **

Each personsigning this Lease:

 

(a)           asattorney warrants to the other parties that, as at the date of signing, thesignatory has not received any notice or information of the revocation of thepower of attorney appointing that person; and

 

(b)           asan Authorised Representative, agent or trustee of a party, warrants to theother parties that, as at the date of signing, the signatory has full authorityto execute this Lease on behalf of that party.

 

20.7         **Severability**

** **

This Leasemust, so far as possible, be interpreted and construed so as not to be invalid,illegal or unenforceable in any respect but if a provision, on its true interpretationor construction is held to be illegal, invalid or unenforceable:

 

(a)           thatprovision must, as far as possible, be read down to the extent that it may benecessary to ensure that it is not illegal, invalid or unenforceable and as maybe reasonable in all the circumstances so as to give it a valid operation; or

 

(b)           ifthe provision or part of it cannot effectively be read down, that provision orpart of it will be deemed to be void and severable and the remaining provisionsof this Lease will not in any way be affected or impaired and will continuenotwithstanding that illegality, invalidity or unenforceability.

 

20.8         **Delivery as a deed**

** **

Subject to anyexpress provisions in this Lease to the contrary, each party, by signing orexecuting this Lease is deemed to unconditionally sign, seal and deliver thisLease as a deed, with the intention of being immediately legally bound by thisLease.

 

20.9         **Parties bound**

** **

This Leasebinds each of the parties to the full extent provided in this Lease eventhough:

 

(a)           one or more personnamed in this Lease has not or does not sign or execute this Lease; or

 

(b)           thesignature or execution of this Lease by any of the parties (other than theparty sought to be made liable) is or may become void or voidable.

 

20.10       **Entire agreement**

** **

The Lesseeacknowledges that:

 

(a)           ithas, in entering into this Lease, relied on a satisfactory personal inspectionof the Premises including, without limitation, the Lessor’s Fixtures;

 

(b)           thecovenants in this Lease comprise the whole of the agreement between theparties; and

 

(c)           nofurther or other covenants are implied or arise between the parties by way ofcollateral or other agreement or by reason of any alleged promise,representation, warranty or undertaking given or made by either party to theother on or before the execution of this Lease and the existence of anyimplied, collateral or other agreement is negatived.

 

24

----

 

20.11       **Payment of moneys**

** **

All money payable by theLessee to the Lessor will be paid without any deduction, credit or set-off tothe Lessor or to the credit of the Lessor in the way the Lessor or its managingagent directs from time to time by Notice.

 

20.12       **Partnership, agency and joint venture negatived**

** **

The relationship created bythis Lease between the parties will not be construed as giving rise to arelationship of principal and agent or of giving rise to any partnership orjoint venture between the parties.

 

20.13       **Exclusion of implied covenants and powers**

** **

The covenants and powersimplied in every lease by the *Property Law Act 1974 (Q/d)*or other relevant legislationwill not apply to or be implied in this Lease except to the extent that thesame or some part of them is included in the express covenants in this Lease.

 

21.           **SPECIAL CONDITIONS**

** **

21.1         **Early Termination**

** **

(a)*          *The Lessee may terminate the Lease by giving 6months (“the Termination Period”) written notice to the Lessor (“theTermination Notice”) and must:

 

(i)            pay during the Termination Period double thecurrent Rent commencing from the time of the Termination Notice is issued; and

 

(ii)           vacate the Premises prior to the expiry of the Termination Period butcontinue to pay Rent up to and including the expiry of the Termination Period.

 

(b)           In the event that special condition clause21.1(a) above is exercised, the schedule definition of Rent is amended andall other aspects of the lease remain unchanged.

 

21.2         **Naming rights**

** **

The Lessee will have:

 

(a)           naming Rights in respect of the Building; and

 

(b)           exclusive Rights to the placement of signage on the Building and in theBuilding’s garden;

 

providedthat

 

(c)           the Lessee first obtains the Lessor’s written consent to the size,style, content and location of anysuch signage; and

 

(d)           all costs of and in connection with:

 

(i)            the obtaining of any approvals for; and

 

(ii)           the erection and removal of;

 

any such signage are borne bythe Lessee.

 

25

----

** **

**TABLE OFCONTENTS**

 
| **REFERENCE SCHEDULE** | **2**                                                            |
|------------------------|------------------------------------------------------------------|
| ** **             | ** **                                                       |
| **1.**                 | **DEFINITIONS AND INTERPRETATION**                               | **3** |
| ** **             | **1.1**                                                          | **Definitions** | **3** |
| ** **             | **1.2**                                                          | **Interpretation** | **6** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **2.**                 | **TERM**                                                         | **6** |
| ** **             | **2.1**                                                          | **Grant of Lease** | **6** |
| ** **             | **2.2**                                                          | **Option for renewal** | **6** |
| ** **             | **2.3**                                                          | **Holding over** | **7** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **3.**                 | **RENT**                                                         | **7** |
| ** **             | **3.1**                                                          | **Payment of Rent** | **7** |
| ** **             | **3.2**                                                          | **Adjustment of Rent** | **7** |
| ** **             | **3.3**                                                          | **Market review** | **8** |
| ** **             | **3.4**                                                          | **Lessor’s Notice** | **8** |
| ** **             | **3.5**                                                          | **Determination by Valuer** | **8** |
| ** **             | **3.6**                                                          | **Cost of determination** | **8** |
| ** **             | **3.7**                                                          | **Basis of determination** | **8** |
| ** **             | **3.8**                                                          | **No objection by Lessee** | **9** |
| ** **             | **3.9**                                                          | **Payment pending determination** | **9** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **4.**                 | **OUTGOINGS**                                                    | **9** |
| ** **             | **4.1**                                                          | **Lessee to pay Outgoings** | **9** |
| ** **             | **4.2**                                                          | **Estimates of Outgoings** | **9** |
| ** **             | **4.3**                                                          | **Statement of Outgoings** | **9** |
| ** **             | **4.4**                                                          | **Utilities** | **9** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **5.**                 | **OTHER CHARGES PAYABLE BY LESSEE**                              | **9** |
| ** **             | **5.1**                                                          | **Costs under Lease** | **9** |
| ** **             | **5.2**                                                          | **Future taxes** | **10** |
| ** **             | **5.3**                                                          | **Lessee to pay GST** | **10** |
| ** **             | **5.4**                                                          | **Excess on Lessor’s insurance** | **10** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **6.**                 | **TERMINATION OR ABATEMENT ON  RESUMPTION, DAMAGE, DESTRUCTION** | **10** |
| ** **             | **6.1**                                                          | **General Rights of parties** | **10** |
| ** **             | **6.2**                                                          | **Limitation of Lessee’s Rights** | **11** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **7.**                 | **USE OF PREMISES**                                              | **11** |
| ** **             | **7.1**                                                          | **Permitted Use** | **11** |
| ** **             | **7.2**                                                          | **No warranty** | **11** |
| ** **             | **7.3**                                                          | **Lessee’s Obligations** | **11** |
| ** **             | **7.4**                                                          | **Restrictions on conduct** | **12** |
| ** **             | **7.5**                                                          | **Signs** | **12** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **8.**                 | **ASSIGNMENT, SUBLEASES, LICENCES  AND MORTGAGES ETC**           | **13** |
| ** **             | **8.1**                                                          | **Restriction** | **13** |
| ** **             | **8.2**                                                          | **Change of control** | **13** |
| ** **             | ** **                                                       | ** ** | ** ** |
| **9.**                 | **MAINTENANCE REPAIR AND  ALTERATIONS**                          | **13** |
| ** **             | **9.1**                                                          | **To keep in repair** | **13** |
| ** **             | **9.2**                                                          | **Other repair Obligations** | **14** |
| ** **             | **9.3**                                                          | **Inspection by Lessor** | **14** |
| ** **             | **9.4**                                                          | **Lessor’s repair Notice** | **14** |
| ** **             | **9.5**                                                          | **Lessor may enter** | **14** |
| ** **             | **9.6**                                                          | **No alterations without consent** | **14** |
| ** **             | **9.7**                                                          | **Conditions of consent** | **14** |
| ** **             | **9.8**                                                          | **Government Authority Notices** | **15** |
| ** **             | **9.9**                                                          | **Lessor’s works** | **15** |

 

26

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| **10.**    | **INSURANCE**                                  | **15**                                              |
|------------|------------------------------------------------|-----------------------------------------------------|
| ** ** | **10.1**                                       | **Lessee to insure**                                | **15** |
| ** ** | **10.2**                                       | **Increase of amounts**                             | **15** |
| ** ** | **10.3**                                       | **Certificates of currency**                        | **15** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **11.**    | **LESSEE’S LIABILITIES AND  INDEMNITIES** | **15**                                              |
| ** ** | **11.1**                                       | **Lessee’s risk**                              | **15** |
| ** ** | **11.2**                                       | **Release of Lessor**                               | **15** |
| ** ** | **11.3**                                       | **Indemnity**                                       | **16** |
| ** ** | **11.4**                                       | **Continuing indemnity**                            | **16** |
| ** ** | **11.5**                                       | **Condition precedent to Lessor’s  liability** | **16** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **12.**    | **QUIET ENJOYMENT**                            | **16**                                              |
| ** ** | ** **                                     | ** **                                          |
| **13.**    | **DETERMINATION OF TERM**                      | **16**                                              |
| ** ** | **13.1**                                       | **Lessee to deliver up**                            | **16** |
| ** ** | **13.2**                                       | **Right to remove Lessee’s  Property**         | **16** |
| ** ** | **13.3**                                       | **Obligation to remove Lessee’s  Property**    | **17** |
| ** ** | **13.4**                                       | **Lessee to repair damage**                         | **17** |
| ** ** | **13.5**                                       | **Lessor’s Rights**                            | **17** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **14.**    | **DEFAULT OF LESSEE**                          | **17**                                              |
| ** ** | **14.1**                                       | **Lessor may rectify**                              | **17** |
| ** ** | **14.2**                                       | **Interest on overdue payments**                    | **17** |
| ** ** | **14.3**                                       | **Events of default**                               | **17** |
| ** ** | **14.4**                                       | **Forfeiture of Lease**                             | **18** |
| ** ** | **14.5**                                       | **Effect of termination**                           | **18** |
| ** ** | **14.6**                                       | **Essential terms**                                 | **18** |
| ** ** | **14.7**                                       | **Damages for breach**                              | **18** |
| ** ** | **14.8**                                       | **Mitigation of loss**                              | **19** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **15.**    | **CAR PARKING**                                | **19**                                              |
| ** ** | **15.1**                                       | **Licence**                                         | **19** |
| ** ** | **15.2**                                       | **Parking Licence Fee**                             | **19** |
| ** ** | **15.3**                                       | **Review of Parking Licence Fee**                   | **19** |
| ** ** | **15.4**                                       | **Hours of Licence**                                | **20** |
| ** ** | **15.5**                                       | **Not to clean Lessee’s car**                  | **20** |
| ** ** | **15.6**                                       | **Avoid damage to Car Parking  Bays**               | **20** |
| ** ** | **15.7**                                       | **No rubbish**                                      | **20** |
| ** ** | **15.8**                                       | **Lessor not responsible**                          | **20** |
| ** ** | **15.9**                                       | **Risk of the Lessee**                              | **20** |
| ** ** | **15.10**                                      | **Lessor not liable for death**                     | **20** |
| ** ** | **15.11**                                      | **Risk of chattels**                                | **20** |
| ** ** | **15.12**                                      | **No safe keeping**                                 | **20** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **16.**    | **BANK GUARANTEE**                             | **21**                                              |
| ** ** | **16.1**                                       | **Delivery to Lessor**                              | **21** |
| ** ** | **16.2**                                       | **Retention of Bank Guarantee**                     | **21** |
| ** ** | **16.3**                                       | **Lessee’s default**                           | **21** |
| ** ** | **16.4**                                       | **Replacement of Bank Guarantee**                   | **21** |
| ** ** | **16.5**                                       | **Assignment of Bank Guarantee**                    | **21** |
| ** ** | **16.6**                                       | **Return of Bank Guarantee**                        | **21** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **17.**    | **GUARANTEE AND INDEMNITY**                    | **22**                                              |
| ** ** | **17.1**                                       | **Guarantee**                                       | **22** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **18.**    | **NOTICES**                                    | **22**                                              |
| ** ** | **18.1**                                       | **Form of Notices**                            | **22** |
| ** ** | **18.2**                                       | **Method and address for giving  Notices**          | **22** |
| ** ** | **18.3**                                       | **Time of receipt**                                 | **22** |
| ** ** | **18.4**                                       | **Objection to facsimile**                          | **22** |
| ** ** | ** **                                     | ** **                                          | ** ** |
| **19.**    | **PROPER LAW, JURISDICTION**                   | **23**                                              |
| ** ** | **19.1**                                       | **Choice of law**                                   | **23** |
| ** ** | **19.2**                                       | **Jurisdiction**                                    | **23** |

 

27

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| ** ** | **19.3**               | **Submission to jurisdiction**                       | **23**     |
|------------|------------------------|------------------------------------------------------|------------|
| ** ** | **19.4**               | **Service of process**                               | **23**     |
| ** ** | ** **             | ** **                                           | ** ** |
| **20.**    | **GENERAL PROVISIONS** | **23**                                               |
| ** ** | **20.1**               | **Variations**                                       | **23**     |
| ** ** | **20.2**               | **Waiver**                                           | **23**     |
| ** ** | **20.3**               | **Further assurances**                               | **23**     |
| ** ** | **20.4**               | **Liability of parties**                             | **23**     |
| ** ** | **20.5**               | **Counterparts**                                     | **24**     |
| ** ** | **20.6**               | **Warranty of authority**                            | **24**     |
| ** ** | **20.7**               | **Severability**                                     | **24**     |
| ** ** | **20.8**               | **Delivery as a deed**                               | **24**     |
| ** ** | **20.9**               | **Parties bound**                                    | **24**     |
| ** ** | **20.10**              | **Entire agreement**                                 | **24**     |
| ** ** | **20.11**              | **Payment of moneys**                                | **25**     |
| ** ** | **20.12**              | **Partnership, agency and joint  venture negatived** | **25**     |
| ** ** | **20.13**              | **Exclusion of implied covenants  and powers**       | **25**     |
| ** ** | ** **             | ** **                                           | ** ** |
| **21.**    | **SPECIAL CONDITIONS** | **25**                                               |
| ** ** | **21.1**               | **Early Termination**                                | **25**     |
| ** ** | **21.2**               | **Naming rights**                                    | **25**     |

 

28

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