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



The
Lessor leases the premises described in item 5 to the Lessee for the term
stated in item 6 subject to the covenants and conditions contained in:- *the
attached schedule; *the attached schedule and document
no.              ;


*
document
no.              ;
*Option in registered Lease
no.              has
not been exercised.


*
delete if not applicable


 


Witnessing officer must be-aware of his/her obligations under section
162 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


 


The
Lessee accepts the lease and acknowledges the amount payable or other considerations
for 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

  



(Witnessing
officer must be in accordance with Schedule 1 


of
Land Title Act 1994 eg Legal Practitioner, JP, C Dec)


 


1

















 


	
  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

  



 


2

















 


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 a
corporation:


 


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


 


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


 


(b)                               in
respect of each party, a solicitor of that party or a person nominated by
Notice to the other party as an authorised representative;


 


Bank Guarantee means an irrevocable and
unconditional undertaking in favour of the Lessor in a form approved by the
Lessor, issued by a bank approved by the Lessor and lawfully carrying on
business under the Banking
Act 1974 (C’th) to pay the Bank Guarantee Amount to the Lessor upon
demand;


 


Body Corporate means the Body Corporate for
the Scheme;


 


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


 


Business Day means a day, not being a
Saturday, Sunday or gazetted public holiday, on which banks are open for
commercial business at the Business Day place specified as such in the
Reference Schedule and in the place or places where performance of a relevant
Obligation is or is required to take place;


 


Car Parking Bays means the number of car
parking bays on common property of the Scheme, referred to in the Reference
Schedule;


 


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 or
liability incurred by or to be made or recovered by or against the person,
however arising and whether ascertained or unascertained, or immediate, future
or contingent;


 


Government Authority means a local, State or
Federal government, or a Minister or government department of any of those
governments, a corporation or authority constituted for a public purpose, a holder
of 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 by
multiplying the consideration for a Taxable Supply by the GST rate, but in any
event not more than the GST required to be paid in respect of the Taxable
Supply;


 


GST Law has the meaning given in the A New Tax System (Goods and
Services 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 to
it and includes, where the context permits, any ATO ruling or determination;


 


Increase in Outgoings means the amount by
which the Outgoings for the relevant Outgoings Period exceed the Outgoings for
the Base Year;


 


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


 


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


 


3

















 


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


 


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


 


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


 


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


 


Lessee’s Outgoings Contribution means the
respective amounts the Lessee is obliged under clause 4.1 to pay to the Lessor
from time to time as a contribution to an Increase in Outgoings;


 


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


 


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


 


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


 


Minimum Increase means the amount specified
as such in the Reference Schedule; 


 


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


 


Notice Address means, in respect of a
party:


 


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


 


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


 


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


 


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


 


Outgoings means the total cost of all
outgoings costs and expenses of the Lessor now or later properly assessed,
charged or chargeable paid or payable or otherwise incurred upon or in respect
of the Premises and/or upon the Lessor in relation to the Premises or in the
conduct, management, repair and maintenance of the Premises and to the use and
occupation of the Premises and in particular but, without limitation, includes:


 


(c)                                  all
rates and taxes (including land tax unless its recovery is prohibited by
statute), charges, assessments, duties and fees of any Government Authority
levied, assessed or charged in respect of the Premises;


 


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


 


(e)                                  to
the extent not included in Body Corporate administrative fund levies, all
insurance premiums payable by the Lessor in respect of insurance against such
risks (referrable to the Premises or the Lessor in relation to the Lessor’s
interest in the Premises) as the Lessor may deem necessary or desirable
including consequential loss;


 


4

















 


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


 


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


 


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


 


Outgoings Period means a period of not more
than 12 months selected by the Lessor for the purpose of calculating and
charging Outgoings;


 


Parking Licence Fee means the amount
specified in the Reference Schedule;


 


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


 


Redecorate includes:


 


(a)                                  the
washing down of the whole of the interior of the Premises and (where
appropriate) the Lessee’s Property;


 


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


 


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


 


Reference Schedule means the details and
descriptions contained in the reference schedule, described as such, and set
out at the start of this schedule;


 


Rent means the Rent payable by the Lessee
to the Lessor under the terms of this Lease, calculated and payable in the
manner described in this Lease, which during the first Rent Period will be the
amount specified as such in the Reference Schedule and in subsequent Rent
Periods, as adjusted or reviewed in accordance with this Lease;


 


Rent Period means each separate period of
the Term, the first of which commences on the first day of the Term, with each
subsequent Rent Period commencing on each annual anniversary, and the
expression includes any broken period between the end of the last complete Rent
Period 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 of
which the Premises form part;


 


Services means all services or systems of
any nature from time to time provided to the Premises and the expression
includes (without limitation) the provision of security, lighting, gas, fuel,
power, water, sewerage, drainage, removal or disposal of garbage, loading
docks, plant rooms, storage areas, fire services, sprinkler systems, the air
conditioning equipment, cabling for telephones, computers, television or other
electronic medium, lifts or elevators and all services or systems from time to
time utilised for access to the Land and all wires, cables, pipes, ducts,
conduits, tanks, cisterns, electrical and mechanical plant and other fittings
and accessories to the Services;


 


Taxable Supply has the meaning given in the
GST Law;


 


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


 


Term means the term of this Lease which
commences 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

















 


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


 


1.2           Interpretation


 


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


 


(a)                                  terms
in bold in the Reference Schedule have the
meanings shown opposite them;


 


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


 


(c)                                  references
to people include corporations, trusts, associations, partnerships, a
Government Authority, and other legal entities, and where necessary, include
successor bodies;


 


(d)                                 references
to writing include printing, typing, facsimile and other means of representing
or reproducing words, figures, drawings or symbols in a visible and tangible
form, in English;


 


(e)                                  references
to months mean calendar months;


 


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


 


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


 


(h)                                 headings
and the table of contents are used for convenience only and are to be
disregarded in the interpretation of this Lease;


 


(i)                                     where
any word or phrase is given a defined meaning, another grammatical form of that
word or phrase has a corresponding meaning;


 


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


 


(k)                                  a
reference to an agreement or document is to that agreement or document as
amended, novated, supplemented or replaced from time to time; and


 


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


 


2.             TERM


 


2.1           Grant of Lease


 


The Lessor
leases to the Lessee, and the Lessee accepts from the Lessor, a lease of the
Premises for the Term, which the Lessee may occupy and use only in accordance
with the provisions of this Lease.


 


2.2           Option for renewal


 


If:


 


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


 


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


 


(c)                                  this
Lease has not been determined; and


 


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


 


6

















 


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


 


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


 


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


 


(g)                                 this
clause 2.2 will be deleted.


 


2.3           Holding over


 


If the Lessee
continues to occupy the Premises with the Lessor’s consent after the end of the
Term:


 


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


 


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


 


(c)                                  nothing
in this clause will be construed as requiring the Lessor to consent to any
period of holding over by the Lessee.


 


3.             RENT


 


3.1           Payment
of Rent


 


The Lessee
must pay to the Lessor, without any deductions, in each year during the Term
the Rent by equal monthly instalments in advance each equal to 1/12
of that amount. Rent payments must be made on the first day of each and every
month during the Term and any Option Period but if the Term does not commence
on 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 after
each Adjustment Date, the Rent will be adjusted to an amount equal to the
greater of:


 


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


 


(b)           equal to R in the following formula:


 


	
   

  	
  R= A x
  B

  
	
   

  	
  C

  



 


where:


 


R                                       is the Rent
payable immediately after the relevant Adjustment Date;


 


A                                       is the Rent
payable immediately before the relevant Adjustment Date;


 


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


 


C                                       is the Index
Number last published before the date when the Rent payable immediately before
the relevant Adjustment Date became effective, 


 


but regardless
of any other provision in this Lease, Rent will not decrease after an
Adjustment Date.


 


7
















 


3.3           Market
review


 


As at each Review Date, the
Rent 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 other
provision in this Lease, Rent will not decrease after a Market Review.


 


3.4           Lessor’s
Notice


 


During the period three
months before the Review Date or at any time after the Review Date, the Lessor
may serve a Notice on the Lessee specifying the amount that the Lessor
considers is the current annual market rental of the Premises as and from the
Review Date.


 


3.5           Determination
by Valuer


 


If the Lessee considers the
rent specified by the Lessor in the Lessor’s Notice given under clause 3.4 not
to be the current annual market rent of the Premises, then the Lessee may by
Notice to the Lessor within 28 days after being notified of such rent, object
to the rent specified in the Lessor’s Notice. If the parties are unable to
reach agreement as to the current annual market rent of the Premises within one
month of the Lessor receiving the Lessee’s objection Notice, the dispute is to
be settled, at the instance of either party, by a Valuer who must be appointed
by or on behalf of the executive officer (or acting executive officer) for the
time being or other senior office bearer of the Queensland Division of the
Australian Institute of Valuers and Land Economists (Inc) and the Valuer so
appointed must determine the current annual market rent of the Premises on the
basis and by reference to the matters and factors specified in this Lease. The
Valuer must make and deliver a written determination with reasons and
calculations within 28 days of the Valuer being agreed upon or of being
nominated and appointed to act (as the case may be).


 


3.6           Cost
of determination


 


The cost of the Valuer’s
determination will be apportioned in the manner as the Valuer may consider
appropriate having regard to the conduct of each of the parties or if not
specified in the determination, equally as between the Lessor and the Lessee.


 


3.7           Basis
of determination


 


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


 


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


 


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


 


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


 


(d)                                 must
make no deduction on account of any concession previously granted to the Lessee
or on account of any premium previously paid by the Lessee;


 


(e)                                  must
take into account the general condition and quality of the Premises other than
any deleterious condition caused by the Lessee;


 


(f)                                    must
have regard to the rental value of comparable premises within the general
location of the Premises; and


 


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


 


8

















 


3.8           No objection by Lessee


 


If the Lessee
does not object to the rent specified by the Lessor in the Notice given by the
Lessor under clause 3.4, the Rent from the Review Date will be
as specified by the Lessor in that Notice.


 


3.9           Payment pending determination


 


In cases where
the Rent payable on and after a Review Date has not been agreed or determined
by the due date for the payment of the first instalment of Rent, the Lessee
must pay to the Lessor on account of the Rent, monthly instalments equivalent
to 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 payment
of any deficiency by the Lessee to the Lessor or the refunding or crediting of
any excess by the Lessor to the Lessee (as the case may be).


 


4.             OUTGOINGS


 


4.1           Lessee to pay Outgoings


 


In each
Outgoings Period the Lessee must pay to the Lessor (in addition to all other
amounts payable under this Lease) the Lessee’s Outgoings Contribution for that
Outgoings Period.


 


4.2           Estimates of Outgoings


 


The Lessor may
at any time give to the Lessee an estimate of the Lessee’s Outgoings
Contribution for the then current Outgoings Period and the Lessee must pay such
estimated amounts to the Lessor by equal periodic payments on the first day of
each month with Rent. Upon computation of the aggregate of the Lessee’s
Outgoings Contribution at the end of each Outgoings Period; even though this
Lease may have expired or been determined at that time or that the Rent may
have subsequently been reviewed or adjusted, any necessary adjustment between the
estimated and actual amount of the Lessee’s Outgoings Contribution payable will
be made and any refund to or further payment by the Lessee must immediately be
allowed or made by or to the Lessor accordingly.


 


4.3           Statement of Outgoings


 


As soon as
practicable after the end of each Outgoings Period, the Lessor must furnish to
the Lessee a statement of the actual Outgoings for the Outgoings Period just
ended.


 


4.4           Utilities


 


The Lessee
must immediately pay all costs, rates, taxes and imposts levied or charged
separately by any Government Authority in relation to the Lessee’s business
conducted 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 Lessee
must pay all reasonable costs and expenses of the Lessor (on a solicitor and
own client basis) in relation to:


 


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


 


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


 


(c)                                  the
giving of any consent or approval by the Lessor or its mortgagee (if any) under
this Lease; and


 


(d)                                 legal
proceedings (other than litigation between the Lessor and the Lessee) which
arise directly or indirectly out of the Lessee’s occupancy of the Premises or
the Permitted Use, where the Lessor


 


9

















 


(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, unless
provided elsewhere in this Lease, pay without exception, all rates, charges,
taxes, assessments, outgoings and impositions whether from a Government
Authority or otherwise, whether of a capital, revenue value or other basis and
even though of a novel character, which may at any time during the Term be
assessed, charged or imposed upon or in respect of the Lessee’s use of the
Premises or this Lease and whether assessed against the Lessor or directly
against the Lessee.


 


5.3           Lessee to pay GST


 


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


 


(i)                                     those payments have been calculated without
regard to GST; and


 


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


 


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


 


5.4           Excess on Lessor’s insurance


 


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


 


6.             TERMINATION OR ABATEMENT ON
RESUMPTION, DAMAGE, DESTRUCTION


 


6.1           General Rights of parties


 


If the Premises are resumed
or taken for public purposes by any Government Authority or the whole or any
part 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 Premises
during the Term inaccessible or substantially unfit for the use and occupation
of 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 the
Premises in its previous form impracticable or undesirable in the opinion of
the Lessor then:


 


(a)                                  the Lease may be determined without
compensation by either the Lessor or the Lessee by Notice to the other, but the
Lessee is only entitled to determinate the Lease under this clause if the
Lessor fails after Notice from the Lessee to commence to rebuild or reinstate
the Premises or make the same accessible within a reasonable time;


 


(b)                                 any such determination will be without
prejudice to the Rights of either party in respect of any antecedent breach
matter or thing;


 


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


 


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


 


10

















 


(e)                                  if
a dispute arises out of the operation or effect of any provision of this clause
6, then the dispute will be referred for determination by an arbitrator
nominated by the president (or acting president) or other senior office bearer
for the time being of the Queensland Law Society Incorporated to arbitration
under the provisions of the laws for the time being in force in Queensland.


 


6.2           Limitation of Lessee’s Rights


 


Regardless of
clause 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% or
more) by the Lessee or the Lessee’s Agents and Rent and Outgoings contribution
will only abate in the same proportion as the Lessee or the Lessee’s Agents
have not contributed to the destruction or damage.


 


7.             USE OF PREMISES


 


7.1           Permitted Use


 


The Lessee
must not use the Premises or permit the Premises to be used for any purpose
other than the Permitted Use without the prior written consent of the Lessor.


 


7.2           No warranty


 


The Lessee
acknowledges that neither the Lessor nor any person on behalf of the Lessor has
made any promise, representation, warranty or undertaking in respect of the
suitability of the Premises for any use or for any business to be carried on
nor in respect of the Lessor’s Fixtures.


 


7.3           Lessee’s Obligations


 


The Lessee
must 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 Premises

professionally, competently and in a businesslike manner;


 


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


 


(d)                                 (Permits) obtain and maintain licenses, permits, consents
and registrations required from

Government Authorities to carry on the Permitted Use from the Premises;


 


(e)                                  (storage) store in the Premises, only goods required in the
ordinary course of conducting its business

and only in areas intended for storage of goods of that class;


 


(f)                                    (compliance with laws) comply with all laws relating to the
Premises, the Lessee’s occupation of the

Premises and the conduct of the Lessee’s business in the Premises;


 


(g)                                 (floor overloading) comply with the maximum floor loading
rates for the Building;


 


(h)                                 (lock Premises) keep the Premises securely locked when
unoccupied;


 


(i)                                     (remove refuse) remove all refuse from the Premises and
comply with the Lessor’s reasonable

directions with regard to the disposal of refuse;


 


(j)                                     (emergencies) comply with the Lessor’s reasonable directions
regarding emergencies and fire drills;


 


(k)                                  (damage) give Notice to the Lessor promptly of damage
sustained to the Premises or circumstances

likely to cause damage or injury within the Premises of which the Lessee is
aware;


 


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


 


(m)                               (Body Corporate directions) comply with the lawful
directions of the Body Corporate;


 


11

















 


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


 


(o)                                 (Notices from Government
Authorities) provide to the Lessor, as soon as possible, copies of
all Notices which relate to the Premises and which the Lessee receives from a
Government Authority.


 


7.4           Restrictions on conduct


 


The Lessee
must not:


 


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


 


(b)                                 (smoking) itself
nor permit the Lessee’s Agents to smoke cigarettes, pipes, cigars or other
forms of tobacco or similar substances on the Land, the Building or the
Premises, and must display signs within the Premises reasonably required by the
Lessor notifying of the prohibition on smoking in such areas;


 


(c)                                  (sales) hold
auction, bankruptcy or fire sales in the Premises;


 


(d)                                 (obstructions) obstruct
the air conditioning equipment or fire or security alarms in or adjacent to the
Premises;


 


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


 


(f)                                    (Lessor’s interest) do
anything which would adversely affect the Lessor’s interest in the Land or the
Scheme;


 


(g)                                 (dangerous goods) bring
upon or store in the Premises explosive, inflammable or corrosive fluids or
chemicals except as are normally consumed or sold by the Lessee in the conduct
of the Permitted Use from the Premises and only so long as they are confined in
containers and in accordance with the terms of licences or laws which regulate
the storage of a substance;


 


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


 


(i)                                     (food) prepare or
cook food except in parts of the Premises which are approved in writing by the
Lessor for that purpose;


 


(j)                                     (source of light and power) use
any form of light, power or heat other than electricity or gas supplied through
meters, except during a period of power failure or restrictions, when the
Lessee is entitled to use auxiliary power or lighting (other than an exposed
flame);


 


(k)                                  (sleeping) allow
any person to sleep in the Premises; nor


 


(l)                                     (overloading) without
the prior written consent of the Lessor, install electrical equipment in the
Premises which may overload the cables, switchboards or sub-boards through
which electricity is conveyed to the Premises.


 


7.5           Signs


 


Subject to
clause 21.2, the Lessee must:


 


(a)                                  not
write, affix, paint, or display any sign on any part of the inside or outside
of the Building or the Land except with the prior written approval of the
Lessor and each relevant Government Authority; and


 


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


 


12

















 


8.             ASSIGNMENT, SUBLEASES, LICENCES AND MORTGAGES ETC


 


8.1           Restriction


 


The Lessee
must not during the Term assign, transfer or sub-lease its interest in this
Lease, or grant a licence over the Premises or mortgage, charge or otherwise
encumber its estate or interest in this Lease, without the Lessor’s prior
written consent, and unless:


 


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


 


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


 


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


 


8.2           Change of control


 


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


 


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


 


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


 


(iii)                               take
or attempt to take any action having or which will have the effect that the
shareholders of the Lessee as at the commencement date of the Term, who
together beneficially held or controlled the voting, income or capital participation
Rights in the Lessee, would then be different or one or more of such Rights
were 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 the
prior consent in writing of the Lessor which must not be withheld where:


 


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


 


(v)                                 the
proposed new shareholders or directors have furnished the Lessor with such
guarantee or guarantees of the performance of the Lessee’s Obligations under
this Lease as the Lessor may reasonably require.


 


(b)                                 If
the Lessee is a subsidiary of a company other than a company whose shares are
listed on the Australian Stock Exchange Limited or another recognised stock
exchange, whether inside or outside Australia, the provisions of this clause
8.2 will apply to the Lessee but will not be taken to apply to any transaction
involving the shares in the Lessee’s holding entity.


 


9.             MAINTENANCE
REPAIR AND ALTERATIONS


 


9.1           To
keep in repair


 


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


 


13

















 


9.2           Other repair Obligations


 


The Lessee
must:


 


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


 


(b)                                 keep
the Premises clean, tidy and free from dirt and rubbish and must employ a
reputable cleaning contractor to clean the Premises;


 


(c)                                  at
all times keep and maintain the Lessee’s Property in good and substantial
repair, working order and condition; and


 


(d)                                 immediately
repair and replace all broken glass including exterior windows with glass of
the 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 or
its 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 and
its Authorised Representatives may:


 


(a)                                  serve
upon the Lessee a Notice of a failure by the Lessee to Redecorate or to carry
out a repair, replacement or the cleaning of the Premises which is the Lessee’s
Obligation under this Lease;


 


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


 


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


 


9.5           Lessor may enter


 


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


 


9.6           No alterations without
consent


 


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


 


9.7           Conditions of consent


 


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


 


14
















 


9.8           Government Authority Notices


 


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


 


(a)           the Lessee, if the works required to be
undertaken are of a non-structural nature and are required by virtue of the
nature 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 and
from the date of completion of the works, the Lessor will be entitled to
increase the Rent by Notice to the Lessee by an amount equal to 8% of the total
cost of the works including, without limitation, fees paid to consultants,
except where such works are required because of the Lessor’s non-compliance
with any relevant law.


 


9.9           Lessor’s works


 


The Lessor may, at all
reasonable times upon giving the Lessee reasonable Notice, enter and undertake
building works to the Premises of its own volition but in doing so must
endeavour to cause as little inconvenience to the Lessee and the Lessee’s
Agents as is reasonably possible.


 


10.           INSURANCE


 


10.1         Lessee to insure


 


The Lessee must maintain
during the Term, in the joint names of the Lessor and Lessee for their
respective interests, with an 


insurer approved by the
Lessor:


 


(a)           public liability insurance for an amount of not less than $10 million
for 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 the
Premises for its replacement value; and


 


(e)           other insurance for an amount and on terms
which, 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 this
Lease by the Lessee.


 


10.3         Certificates of currency


 


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


 


11.           LESSEE’S LIABILITIES AND INDEMNITIES


 


11.1         Lessee’s risk


 


The Lessee must occupy the
Premises at its own risk. 


 


11.2         Release of Lessor


 


To the extent permitted by
law, the Lessee releases the Lessor from all Claims which the Lessor incurs or
is liable for in connection with:


 


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


 


(b)           damage, loss or injury to property;


 


15

















 


(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,


 


other
than those which arise solely as a result of the wilful or negligent act or
omission of the Lessor.


 


11.3         Indemnity


 


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


 


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


 


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


 


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


 


(d)           the Services,


 


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


 


11.4         Continuing
indemnity


 


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


 


11.5         Condition
precedent to Lessor’s liability


 


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


 


12.           QUIET
ENJOYMENT


 


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


 


13.           DETERMINATION
OF TERM


 


13.1         Lessee
to deliver up


 


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


 


13.2         Right
to remove Lessee’s Property


 


If the Lessee has promptly
paid the Rent, the Outgoings and all other moneys required to be paid under
this Lease and punctually observed, performed and fulfilled its Obligations,
whether positive or negative in character, under this Lease, the Lessee may
during 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 all
of the Lessee’s Property.


 


16

















 


13.3         Obligation
to remove Lessee’s Property


 


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


 


13.4         Lessee
to repair damage


 


The Lessee must make good any
damage caused to the Premises by the removal of the Lessee’s Property to the
reasonable satisfaction of the Lessor.


 


13.5         Lessor’s
Rights


 


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


 


14.           DEFAULT OF LESSEE


 


14.1         Lessor
may rectify


 


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


 


14.2         Interest
on overdue payments


 


Without prejudice to other
Rights of the Lessor, if the Lessee does not pay any money which is payable by
the Lessee to the Lessor under this Lease within seven days after the due date
for payment, then they must pay to the Lessor interest:


 


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


 


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


 


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


 


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


 


14.3         Events
of default


 


The Lessee commits an event
of default if:


 


(a)           (non-payment) it does
not pay Rent, Outgoings or any other money due and payable under this Lease
within 14 days after the due date;


 


(b)           (non-performance) it
does not perform or observe an Obligation, whether positive or negative, under this
Lease;


 


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


 


(d)           (corporation) where
the Lessee is a corporation:


 


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


 


17

















 


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


 


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


 


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


 


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


 


(f)            (material adverse effect) any event which in the Lessor’s reasonable
opinion has or may have a material adverse effect on the Lessee, its business
or which may materially affect the ability of the Lessee to perform or observe
an Obligation under this Lease.


 


14.4         Forfeiture of Lease


 


If the Lessee commits an
event 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 the
compensation, subject to the provisions of section 124 of the Property Law Act 1974 (Q1d), the Lessor
may terminate this Lease:


 


(a)           without prior Notice, by re-entering and taking possession of the
Premises (by force if necessary) and eject the Lessee and/or the Lessee’s
Agents, without regard to the Lessee or its interest under this Lease and upon
re-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 tenancy
which will be on the same terms and conditions as this Lease, as they apply to
a monthly tenancy, and the Lessee must pay Rent at the same monthly rate as
payable immediately before the termination,


 


and
exercise other Rights.


 


14.5         Effect of termination


 


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


 


14.6         Essential terms


 


The essential terms of this
Lease 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 part
with possession of the Premises without the Lessor’s prior consent,


 


in
the manner required by this Lease.


 


14.7         Damages for breach


 


If this Lease is terminated
by the Lessor as a result of a breach of an essential term of this Lease, the
Lessor, in addition to other Rights, may Claim from the Lessee liquidated
damages, payable on demand, for the loss of the tenancy equal to the difference
between:


 


18

















 


(a)           the total Rent and other moneys payable under this Lease the Lessee
would have been obliged to pay for the balance of the Term had the Lease not
been terminated; and


 


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


 


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


 


14.8         Mitigation
of loss


 


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


 


15.           CAR
PARKING


 


15.1         Licence


 


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


 


15.2         Parking
Licence Fee


 


The Lessee must pay the
Parking Licence Fee to the Lessor free of all exchange and all deductions
during the continuance of and for the Rights given to the Lessee under this
Lease 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, the
Lessee must pay on the Commencement Date a proportion of an instalment equating
to 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 month
during the Term.


 


15.3         Review
of Parking Licence Fee


 


The Parking Licence Fee will
be 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 increased
by 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 immediately
after the relevant Adjustment Date;


 


A             is the Parking Licence Fee payable immediately
before the relevant Adjustment Date;


 


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


 


C             is the Index Number last published before the
date when the Parking Licence Fee payable immediately before the relevant
Adjustment 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, the
Parking Licence Fee:


 


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


 


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


 


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


 


15.4         Hours
of Licence


 


Subject to the requirements
of all relevant authorities, the Lessee may park the Lessee’s cars in the Car
Parking Bays seven days a week, 24 hours a day.


 


15.5         Not
to 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         Avoid
damage to Car Parking Bays


 


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


 


15.7         No
rubbish


 


The Lessee must:


 


(a)           not place, throw or drop any rubbish in or about the Car Parking Bays
nor cause or permit any rubbish to be placed, thrown or dropped in or about the
Car Parking Bays; and


 


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


 


15.8         Lessor
not responsible


 


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


 


15.9         Risk
of the Lessee


 


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


 


15.10       Lessor
not liable for death


 


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


 


15.11       Risk
of chattels


 


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


 


15.12       No
safe keeping


 


None of the employees,
agents, sub-contractors, contractors or servants of the Lessor have any
authority to accept any goods for safe custody nor does any manager of the Car
Parking 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 and
delivered to the Lessor on or before the Commencement Date; and


 


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


 


16.2         Retention of Bank Guarantee 


 


The Bank Guarantee may be
retained 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 under
this Lease; or


 


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


 


the Lessor may demand payment
from the bank which issued the Bank Guarantee of the whole or part of the
amount secured by the Bank Guarantee to compensate the Lessor for the loss
suffered directly or indirectly by the Lessor as a result of the default.


 


16.4         Replacement of Bank Guarantee


 


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


 


16.5         Assignment of Bank Guarantee


 


If the Lessor transfers or
assigns 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 the
transferee or assignee. The Lessee must, if requested by the Lessor, at the
expense of the Lessor either:


 


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


 


(b)           provide a replacement Bank Guarantee in a form acceptable to the Lessor
in favour of the transferee or assignee in which case, the original Bank
Guarantee 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 (including
those of a negative character) under this Lease;


 


(c)           there are no Claims by the Lessor against the Lessee for damages for
breach 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 the
Bank Guarantee to the Lessee after the Termination Date or after an earlier
termination of this Lease.


 


21
















 


17.           GUARANTEE AND INDEMNITY


 


17.1         Guarantee


 


Intentionally
deleted.


 


18.           NOTICES


 


18.1         Form of Notices


 


Notices given
under this Lease will be:


 


(a)           in writing;


 


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


 


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


 


18.2         Method and address for giving
Notices


 


Notices must
be:


 


(a)           delivered by hand;


 


(b)           posted by pre-paid
security or certified mail; or


 


(c)           transmitted by
facsimile,


 


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


 


18.3         Time of receipt


 


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


 


(a)           delivered,
on the day of delivery if delivered before 5:00pm on a Business Day, otherwise
on the next

Business Day;


 


(b)           posted
by pre-paid security mail or certified mail, on the second day after the day on
which the Notice

was accepted by the post office from the party sending the Notice; or


 


(c)           transmitted by
facsimile and:


 


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


 


(ii)           no objection is
received from the recipient,


 


on the day of
transmission if that report states that the transmission was completed before
5:00pm on a Business Day, otherwise on the next Business Day.


 


18.4         Objection to facsimile


 


A party
receiving a facsimile transmission may object to the facsimile transmission as
not being fully intelligible. If a valid objection is made to a facsimile
transmission and that party requests re-transmission before 5:00pm on the next
Business Day after completion of the facsimile transmission, the party
sending the facsimile transmission must re-transmit it, but any re-transmission
is deemed to have been made at the time of completion of the original facsimile
transmission. If a time restriction is placed, by reference to the date of
receipt of the facsimile transmission, on the performance of an Obligation or
the exercise of a Right by the party who makes the valid objection to a
facsimile transmission, the time restriction for performance of the Obligation


 


22

















 


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


 


19.           PROPER LAW,
JURISDICTION


 


19.1         Choice of law


 


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


 


19.2         Jurisdiction


 


Actions, suits
or proceedings relating in any way to this Lease or documents or dealings
contemplated by it, may be instituted, heard and determined in a court of
competent jurisdiction in Queensland.


 


19.3         Submission to jurisdiction


 


Each party
irrevocably submits to the non-exclusive jurisdiction of the courts of
Queensland for the purpose of any action, suit or proceeding.


 


19.4         Service of process


 


A party may by
Notice appoint another person at a specified address in Queensland to receive
service of process in connection with any action, suit or proceedings and
process served on that person is deemed to have been served on the party making
the appointment.


 


20.           GENERAL PROVISIONS


 


20.1         Variations


 


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


 


20.2         Waiver


 


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


 


20.3         Further assurances


 


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


 


20.4         Liability of parties


 


If a party
consists of more than one person:


 


(a)           an Obligation of those
parties is a joint obligation of all of them and a several Obligation of each
of them;


 


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


 


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


 


23

















 


20.5         Counterparts


 


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


 


20.6         Warranty of authority


 


Each person
signing this Lease:


 


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


 


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


 


20.7         Severability


 


This Lease
must, 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 interpretation
or construction is held to be illegal, invalid or unenforceable:


 


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


 


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


 


20.8         Delivery as a deed


 


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


 


20.9         Parties bound


 


This Lease
binds each of the parties to the full extent provided in this Lease even
though:


 


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


 


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


 


20.10       Entire agreement


 


The Lessee
acknowledges that:


 


(a)           it
has, in entering into this Lease, relied on a satisfactory personal inspection
of the Premises including, without limitation, the Lessor’s Fixtures;


 


(b)           the
covenants in this Lease comprise the whole of the agreement between the
parties; and


 


(c)           no
further or other covenants are implied or arise between the parties by way of
collateral or other agreement or by reason of any alleged promise,
representation, warranty or undertaking given or made by either party to the
other on or before the execution of this Lease and the existence of any
implied, collateral or other agreement is negatived.


 


24

















 


20.11       Payment of moneys


 


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


 


20.12       Partnership, agency and joint venture negatived


 


The relationship created by
this Lease between the parties will not be construed as giving rise to a
relationship of principal and agent or of giving rise to any partnership or
joint venture between the parties.


 


20.13       Exclusion of implied covenants and powers


 


The covenants and powers
implied in every lease by the Property Law Act 1974 (Q/d) or other relevant legislation
will not apply to or be implied in this Lease except to the extent that the
same 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 6
months (“the Termination Period”) written notice to the Lessor (“the
Termination Notice”) and must:


 


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


 


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


 


(b)           In the event that special condition clause
21.1(a) above is exercised, the schedule definition of Rent is amended and
all 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 the
Building’s garden;


 


provided
that


 


(c)           the Lessee first obtains the Lessor’s written consent to the size,
style, content and location of any
such 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 by
the Lessee.


 


25

















 


TABLE OF
CONTENTS


 


	
  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

















 


	
  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

















 


	
   

  	
  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

  



 


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