Ta_template_for Rooftop Antenna2_final Version (05aug09) (clean)

Dated this

day of

2009

Between

[LANDLORD]

And

YTL COMMUNICATIONS SDN BHD (Company No: 793634-V) (formerly known as Y-Max Infra Sdn Bhd)

*************************************************** TENANCY AGREEMENT ***************************************************

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THIS AGREEMENT is made the day and year stated in Section 1 of the Schedule. Between: The party described in Section 2 of the Schedule (hereinafter referred to as “the Landlord”) of the one part And YTL Communications Sdn Bhd (Company No: 793634-V) (formerly known as YMax Infra Sdn Bhd), a private company with limited liability incorporated in Malaysia and having its registered office at 11th Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur and a place of business at 8th Floor, One Oriental Place, 1 Jalan Hang Lekiu, 50100 Kuala Lumpur (hereinafter referred to as "the Tenant") of the other part. (The Landlord and the Tenant are hereinafter collectively referred to as “Parties” or individually referred to as “Party”). WHEREAS: A.

The Tenant is a licensed network facilities provider and network services provider under the terms of the Communications and Multimedia Act 1998 (Act 588) and required the installation in various areas throughout the country of telecommunications and related equipment for the purpose of providing the network services.

B.

The Landlord is the registered proprietor of all that piece of land, which is more particularly described in Section 3(a) of the Schedule (hereinafter referred to as “the Land”) together with the building, which is more particularly described in Section 3(b) of the Schedule (hereinafter referred to as “the Building”). The Land and the Building shall hereinafter be collectively referred to as “the Property”.

C.

The Tenant is desirous of renting such part of the Building, as more particularly described in Section 3(b) of the Schedule (hereinafter referred to as “the Demised Premises”) to install the Tenant’s Equipment subject to the terms and conditions herein contained.

NOW IT IS AGREED as follows: 1.

DEFINITIONS AND INTERPRETATION

1.1

In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings: “Appropriate Authority” means any governmental, semi- or quasigovernmental and/or statutory departments, agencies or bodies.

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DRAFT (FOR EXTERNAL PARTY)

“Building” means the building constructed on the Land, which is more particularly described in Section 3(b) of the Schedule. “Business Day” means any day which is not a Saturday, Sunday or public holiday in Kuala Lumpur, Malaysia. “Commencement Date” means the commencement date of the tenancy, as stipulated in Section 6 of the Schedule. “Confidential Information” means all information obtained by one Party from the other pursuant to this Agreement, including without limitation the duration of the Term and the amount of the Monthly Rental, which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential within seven (7) days of its disclosure. “Demised Premises” means that part of the Building, which is more particularly described in Section 4 of the Schedule. “Deposit” means the Rental Deposit and the Electricity Utility Deposit. “Electricity Utility Deposit” means the sum stipulated in Section 12 of the Schedule. “Initial Term” means the initial duration of the tenancy, as stipulated in Section 7 of the Schedule. “Installation, Commissioning, Operation and Maintenance” means, in relation to the Tenant’s Equipment, the installation, construction, testing, commissioning, operation, upgrading, maintenance and, if applicable, decommissioning, dis-installation and removal, of the Tenant’s Equipment and activities incidental thereto “Land” means the land, which is more particularly described in Section 3(a) of the Schedule. “Monthly Rental” means the monthly rental sum as stipulated in Section 10 of the Schedule. “Permitted Use” means the use described in Section 5 of the Schedule. “Renewal Term” means an extended or additional duration of the tenancy following the expiry of the Initial Term or (if applicable) a preceding Renewal Term, as stipulated in Section 9 of the Schedule. “Rental Deposit” means the sum stipulated in Section 11 of the Schedule. “Tenant’s Equipment” means the Tenant’s telecommunications equipment, facilities and/or infrastructure and all other fixtures and articles, which are not the Landlord’s, installed or located at the Demised Premises and (if relevant) other parts of the Property, such as the Tenant’s fittings, machinery, materials,

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cables and other equipment necessary or desirable for the Permitted Use. The expression “Tenant’s Equipment” shall be understood to include any additional Tenant’s Equipment which may be introduced by the Tenant during the subsistence of the Initial Term or, as the case may be, a Renewal Term. “Term” means the Initial Term and any Renewal Term. 1.2

Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.

1.3

References to clauses, schedules and exhibits are to clauses of, and schedules and exhibits to, this Agreement.

1.4

Headings to clauses, schedules and exhibits are for convenience only and do not affect the interpretation of this Agreement.

1.5

References to a person shall be construed as to include any individual, firm, company, bodies corporate or unincorporated, government, state, Agency or any joint venture, association or partnership (whether or not having separate legal personality) as well as the successors-in-title and permitted assign of that person

1.6

References to any statute or statutory provision shall be construed as references to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

1.7

Words importing the singular shall include the plural and words importing one gender shall include the other gender;

1.8

A reference to this “Agreement” or any other agreement or document shall be construed as a reference to it as amended or modified from time to time and shall include a reference to any document which amends or modifies it, or is entered into, made or given pursuant to, or in accordance with, its terms

2.

GRANT OF TENANCY

2.1

The Landlord hereby grants and the Tenant hereby accepts a tenancy of the Demised Premises together with the use and enjoyment in common with other persons entitled thereto of the entrances, staircases, landings, corridors, passages, and such parts of the Property as the Tenant may reasonably require for access and ingress to and egress from the Demised Premises for the duration of the Term, which shall commence on the Commencement Date with a Monthly Rental payable, in advance, on or before the 7th day of each month within the Term.

3.

TERM

3.1

The Initial Term of the tenancy shall be as stipulated in Section 7 of the Schedule.

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DRAFT (FOR EXTERNAL PARTY)

3.2

Tenant may terminate this Agreement and surrender the Demised Premises if the Tenant has not commenced the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment by giving five (5) Business Days’ notice to the Landlord.

3.3

On the date of termination and surrender as stipulated in the said notice by the Tenant: (a)

this Agreement will terminate; and

(b)

the Landlord shall, within seven (7) Business Days’ of such termination, refund to the Tenant any overpayment of rent by paying to the Tenant the amount of the Monthly Rental less such amount of aggregated daily rent as calculated on a pro-rated basis.

3.4

A termination and surrender under clause 3.2 does not affect either Party’s rights in relation to any cause of action accruing before the termination and surrender.

4.

OPTION OF RENEWAL

4.1

When the Initial Term or, as the case may be, a Renewal Term expires, the Tenant may, at its option, request to renew the tenancy for the duration(s) as indicated in Section 9 of the Schedule by giving to the Landlord a notice to that effect (“Renewal Notice”) not less than one (1) month before the Initial Term or such Renewal Term expires.

4.2

Upon receiving a Renewal Notice, the Landlord must grant a renewal of the tenancy subject only to agreement between the Parties on the Monthly Rental for the duration of the relevant Renewal Term.

4.3

The Monthly Rental for a Renewal Term may be adjusted but no upward adjustment to the Monthly Rental shall be at a percentage exceeding the maximum rent adjustment percentage specified in Section 8 of the Schedule of the amount of the Monthly Rental payable for the final month of the Initial Term or, as the case may be, the immediately preceding Renewal Term. There shall be no such restrictions in respect of any downward adjustment of the Monthly Rental.

5.

DEPOSIT

5.1

The Tenant shall pay to the Landlord, upon the execution of this Agreement the Rental Deposit and the Electricity Utility Deposit (the receipt of both sums of which the Landlord hereby acknowledges), which respective sums shall be held by the Landlord as a deposit and such deposit shall, in the absence of any breach by the Tenant of the terms and conditions herein contained be refunded to the Tenant free of interest upon the termination of this Agreement PROVIDED HOWEVER that the Landlord may:

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(a)

set off against the Rental Deposit any amount of Monthly Rental that are due and payable on the termination of the Agreement; and/or

(b)

set off against the Electricity Utility Deposit any amount of electricity charges that are due and payable on the termination of the Agreement.

6.

ELECTRICITY SUPPLY AND SERVICES

6.1

If requested by the Tenant, the Landlord must connect the Demised Premises, at Tenant’s cost, to an electricity supply and to install on the Property such earthing apparatus as is necessary for the safe continuous use of the Tenant’s Equipment.

6.2

If requested by the Landlord, the Tenant will apply to Tenaga Nasional Berhad (“TNB”) for direct connection to electricity supply from TNB. Subject to clause 6.3, the electricity supply to the Demised Premises will be separately metered so that the Tenant is directly accountable to TNB for payment of electricity consumed by the Tenant at the Demised Premises. The Tenant must, unless otherwise agreed, pay all costs associated with the meter.

6.3

If, either: (a)

a direct connection to electricity supply from TNB is not feasible; or,

(b)

a direct connection to electricity supply from TNB is feasible but pending the approval by TNB of the Tenant’s application for direct connection to electricity supply from TNB as envisaged in clause 6.2 and actual direct connection to such electricity supply;

the Landlord shall allow the Tenant to use the existing electricity supply to the Building on the following conditions: (i) the Tenant shall install a separate sub-meter to such existing electricity supply; (ii) the Tenant shall lay and connect the appropriate wiring from a suitable point in the Building to the Demised Premises; (iii) the Tenant shall carry out readings of the sub-meter periodically together with the Landlord; and (iv) the cost of connection and installation shall, unless otherwise agreed, be borne by the Tenant. The Landlord may then issue an invoice to the Tenant for payment of the relevant electricity charges, which invoice shall be paid by the Tenant within thirty (30) days of Tenant’s receipt of such invoice. 6.4

If requested by the Tenant, the Landlord must allow the Tenant, at the Tenant’s cost, to connect the Demised Premises to any services. The provision of such services to the Demised Premises, if measured by the use of a meter, must be separately metered. The Tenant must pay to the Appropriate Authority for the connection and all costs associated with the meter for these services.

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DRAFT (FOR EXTERNAL PARTY)

7.

TAXES, RATES AND ASSESSMENTS

7.1

The Landlord must pay all present and future rates, taxes, quit rents, assessments, sewerage charges and outgoings associated with the Land, including the Building and the Demised Premises.

8.

USE OF THE DEMISED PREMISES

8.1

Permitted Use The Tenant may use the Demised Premises only for the Permitted Use.

8.2

Quiet Enjoyment The Tenant has a right to quiet enjoyment and possession of the Demised Premises at all times through the Term without any interruption by the Landlord or any person claiming under or through the Landlord.

8.3

8.4

Other Parts of the Property (a)

The Tenant may use so much of the other parts of the Property as is reasonably required to obtain access to the Demised Premises and for the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment during the Term

(b)

The Tenant will make good any damage to such other parts of the Property which the Tenant causes: (i) as soon as practicably possible; and (ii) as near as practicably possible to its state before such use; fair wear and tear excepted.

Cabling and Supports (a)

(b)

8.5

If required for the Permitted Use, the Tenant may install, affix, remove, dismantle, maintain, repair, replace and use above or below ground including on the internal and external walls of the Building, cable trays, conduits and cabling to and from the Demised Premises. In exercising its rights under this clause, the Tenant shall: (i) use its efforts not to cause any lasting material damage to the Property or cause any permanent material interference with the use of the Property by the Landlord or by any other occupant who has an interest in the Property, which interest was made known to the Tenant prior to the date of this Agreement; and (ii) restore the surface of the Property so used as soon as practicably possible and as near as practicably possible to its state before such use to the Landlord’s reasonable satisfaction, fair wear and tear excepted.

Connections

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8.6

(a)

If any parts of the Demised Premises do not connect with each other or the Demised Premises are partly or wholly on any part of the Building, the Tenant may run above or below-ground cabling, wiring, piping, earthing straps, conduit and support structures over the Property or within or upon the Building as are necessary for the safe, continuous and proper use of the Tenant’s Equipment.

(b)

In exercising its rights under clause 8.5(a), the Tenant shall not cause any material damage to the Land or material permanent interference with the use of the Land by the Landlord or by any other occupant who has an interest in the Land, which interest was made known to the Tenant prior to the date of the Agreement.

Signs (a)

The Tenant may display signs at, on or about the Demised Premises for operational or safety reasons or as required by law or any Appropriate Authority.

(b)

The Tenant shall ensure that such signs comply with the requirement of any Appropriate Authority.

8.7 Restriction on Use The Tenant shall not use the Demised Premises for any illegal, unlawful or immoral purposes and shall not do or permit to be done any act or thing which may become a nuisance or give reasonable cause for complaint from any of the tenants or occupiers of the Property or any other buildings adjoining the Property or store dangerous, noxious or inflammable substances on the Demised Premises except only as may be reasonably required for the Permitted Use. 9.

SALE OR DISPOSAL OF THE PROPERTY

9.1

In the event the Landlord shall sell or dispose of the Demised Premises or the Property during the tenancy hereby granted, such sale or disposal shall be subject to this tenancy and the Landlord shall notify the Tenant of the prospective sale at least two (2) months prior to the date of the intended sale of the Demised Premises or the Property and procure that any purchaser or transferee of the Demised Premises or the said Property shall duly observe and give effect to all the terms and conditions of this Agreement.

10.

ACCESS

10.1

The Tenant, or any of its employees, contractors, agents or invitees may enter the Property twenty four (24) hours a day, seven (7) days a week during the Term, to undertake the Permitted Use and to exercise any of its rights and obligations under this Agreement with twenty four (24) hours prior verbal or written notice, and with or without equipment and vehicles.

10.2

If the Demised Premises can only be accessed by a right of way or other

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DRAFT (FOR EXTERNAL PARTY)

access right which the Landlord has over the adjoining land, the Landlord must ensure that the Tenant has the right to use and exercise such access right and the means of gaining access including providing the appropriate keys to the Tenant. 11.

INSTALLATION, MAINTENANCE, ALTERATION AND REMOVAL

11.1

Installation The Tenant will, at its cost, install the Tenant’s Equipment at the Demised Premises in a good and professional manner and in compliance with all Appropriate Authority consents.

11.2

Maintenance Fair wear and tear excepted and subject to inevitable accident and inherent structural defects, the Tenant shall keep in good repair and condition: (a) the Demised Premises; (b)

any sign erected under clause 8.6; and

(c)

any alteration carried out under clause 11.3;

but nothing in this clause shall oblige the Tenant to do any work of a structural or capital nature unless it is necessary and is due to the Tenant’s negligent act or omission. 11.3

Alteration The Tenant may, at its cost, install, dis-install, erect, construct, dismantle, repair, replace, renew and maintain: (a)

the Tenant’s Equipment;

(b)

signs erected under clause 8.6; and

(c)

security fencing, if appropriate for the security of the Demised Premises and/or protection of the Tenant’s Equipment.

In exercising its rights under this clause 11.3, the Tenant must: (a)

comply with the requirements of any Appropriate Authority and applicable law; and

(b)

not cause any permanent material interference with the use of the Property by the Landlord or by any other occupant who has an interest in the Property, which interest was made known to the Tenant prior to the date of the Agreement.

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11.4

Removal and Reinstatement On termination of this Agreement, the Tenant shall: (a)

vacate and return the Demised Premises to the Landlord in good repair and condition, fair wear and tear excepted;

(b)

remove all the Tenant’s Equipment; and

(c)

repair any damage caused by the removal of the Tenant’s Equipment.

12.

LANDLORD’S RIGHT TO INSPECT AND REPAIR

12.1

The Landlord may inspect the Demised Premises at any reasonable time with two (2) Business Days’ prior written notice to the Tenant.

12.2

The Landlord may require the Tenant by written notice to repair any damage to the Site for which the Tenant is liable. If the Tenant does not carry out the Tenant’s obligations to repair within a reasonable time, the Landlord may carry them out on the Tenant’s behalf but only after consultation and agreement with the Tenant on the repair cost.

13.

DAMAGE AND DESTRUCTION

13.1

Rent Reduction If any part of the Demised Premises or the Property is damaged or destroyed (except where the damage or destruction was caused by the negligence of the Tenant, its employees, contractors, or agents) resulting in the Tenant not being able to use or gain access to the Demised Premises for the Permitted Use: (a)

the Rent shall, from the date that the Tenant notifies the Landlord of the damage or destruction, be reduced by a reasonable amount depending on the nature of the damage; and

(b)

clause 7.2 shall not be enforceable against the Tenant;

until the Demised Premises is fit for the Permitted Use or, as the case may be, accessible to the Tenant for the Permitted Use. 13.2

Intention to Reinstate The Landlord must notify the Tenant in writing, no later than one (1) month after the date of the damage occurring, of its intention, either: (a)

to not repair or reinstate the Demised Premises or the Property because the Landlord reasonably considers the repair or reinstatement of the Demised Premises or Property as being impracticable; or

(b)

to repair or reinstate the Demised Premises or the Property, in which case the Landlord shall also notify the Tenant of the approximate

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DRAFT (FOR EXTERNAL PARTY)

commencement and completion dates for the repair or reinstatement. If the Demised Premises continues, for a period of thirty (30) days or more after the date of the damage occurring, to be unfit for the Permitted Use or inaccessible, the Tenant may terminate this Agreement and surrender the Demised Premises without liability. 14.

LANDLORD’S REPRESENTATIONS, WARRANTIES, COVENANTS AND UNDERTAKINGS

14.1

In addition to and not in derogation of any term of any other covenant, undertaking, representation or warranty of the Landlord under this Agreement, the Landlord hereby covenants and undertakes with, and represents and warrants to, the Tenant as follows: (a)

to pay all present and future quit rent, rates, taxes, sewerage service charge, water charges, assessments, maintenance and service charges now or to be imposed on or payable in respect of the Demised Premises;

(b)

to keep the roof, main structure, walls and the main drains and pipes and the common parts of the said Building in good and tenantable repair and condition. The Tenant may serve upon the Landlord notice in writing specifying any repairs or installations necessary to be done to comply with the Tenant's covenant in the preceding sentence and requiring the Tenant forthwith to execute such repairs or installations and if the Tenant shall not within fourteen (14) days after the service of such notice proceed diligently with the execution of such repairs then it shall be lawful for the Tenant to execute such repairs and/or installations and the costs thereof shall be a debt due from the Landlord to the Tenant and may, at the Tenant’s option, be deducted from the reserved rent payable to the Landlord by the Tenant .

(c)

to allow the Tenant to install or cause to be installed in or on the Demised Premises such equipment and trade and other fixtures as are reasonably necessary for the operation of its business. Such equipment and trade and other fixtures shall remain the personal property of the Tenant and title thereof shall continue and vest in the owner thereof, regardless of the manner in which the same may be attached or affixed to the Demised Premises but shall be removed not later than at the termination of this tenancy.

(d)

to keep the Property, including the Demised Premises, insured at all times throughout the terms of this tenancy against loss or damage by fire, storm, tempest and other risks and special perils normally insured under a policy of office insurance and to make all payments necessary for that purpose and in the event of any destruction or damage to the Demised Premises, unless resulting from some deliberate act of default of the Tenant, to rebuild and reinstate the Demised Premises and if the Demised Premises shall in consequence of such destruction or damage be unfit for occupation or use then to allow in respect of such period of

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unfitness for occupation or use suspension a pro-rata abatement of the rent hereby reserved. If the Demised Premises is not rebuilt or reinstated as aforementioned within a period of three (3) months from the date of such destruction or damage then the Tenant shall be at liberty to terminate this tenancy forthwith upon the expiry of the said period of three (3) months and upon such termination neither party shall have any claims against the other save in respect of any antecedent breach and as provided for herein. (e)

that the Landlord is the sole registered proprietor and sole beneficial owner of the Property and has the full power, right and authority to deal with the Property, including granting to the Tenant the tenancy of the Demised Premises in accordance with this Agreement and that the same is not subject to any leases, tenancies (save for the tenancy hereby granted), encumbrances, liens, restrictions or defects in title affecting or which will affect adversely the rights granted to the Tenant in and by this Tenancy Agreement and that there are no known restrictions, covenants, zoning or other regulations, bye-laws or ordinances applicable to or affecting the Demised Premises which will prevent or restrict the Tenant from conducting its business.

(f)

that the Landlord, in entering into this Agreement, will not be in contravention of any law or in breach of any agreement, transaction, arrangement or other contractual obligation on the Landlord's part whatsoever;

(g)

to comply with all bye-laws, regulations and statutory requirements pertaining to the structural condition of the Demised Premises.

(h)

to comply with all the terms and conditions, stipulations, covenants, obligations and agreements in any existing or subsequent security documents if the Property is made, or charged as, a security for whatever reason.

(i)

to permit the Tenant to endorse this tenancy on the register document of title to the Property as a tenancy exempt from registration under the provisions of the National Land Code 1965 and the Tenant shall cause to be cancelled such endorsement upon the expiration or termination of this tenancy and all costs incurred in connection therewith will be borne solely by the Tenant.

(j)

to obtain the consent of any mortgagee, chargee or lien-holder of or to the said Property for the grant of this tenancy to the Tenant where such consent is required by law or the terms of any security documents to which the Landlord is subject.

(k)

that there is no litigation, arbitration, administrative or acquisition proceeding before any court, arbitrator, governmental authority or agency pending or threatened against the Landlord or the Demised Premises or the Property which would adversely affect the Demised Premises or the Property and/or the performance by the Landlord of its covenants and obligations under this Agreement.

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DRAFT (FOR EXTERNAL PARTY)

15.

DEFAULT AND TERMINATION

15.1

Mutual Right to Terminate This Agreement may be terminated forthwith by either Party on giving notice in writing to the other Party if: (a)

the other Party shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets; or

(b)

the other Party shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction); or

(c)

a court of competent jurisdiction shall make an order for winding-up in respect of the other Party; or

(d)

the other Party shall be unable to pay its debt within the meaning of section 218 of the Companies Act 1965; or (e) the other Party shall become subject to an administration order; or

(f)

the other Party shall enter into any voluntary arrangement with its creditors; or

(g)

the other Party shall cease or threaten to cease to carry on business.

15.2

Landlord’s Right to Terminate

This Agreement may be terminated by the Landlord by seven (7) days’ written notice to the Tenant without any further obligation or liability to the Tenant if: (a)

the Tenant defaults in paying the Monthly Rent and such default continues for more than fourteen (14) Business Days from the date the Monthly Rent becomes due and payable; or

(b)

the Tenant commits a material breach of this Agreement;

and, in either case, the Tenant does not remedy the default or breach within thirty (30) days of written notice from the Landlord requesting the Tenant to remedy the said default or breach. 15.3

Tenant’s Right to Terminate This Agreement may be terminated by the Tenant by seven (7) days’ written notice to the Landlord without any further obligation or liability to the Landlord if: (a)

the Landlord commits a material breach of this Agreement and the Landlord does not remedy the breach within thirty (30) days of written

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notice from the Tenant requesting the Landlord to remedy the said breach; or (b)

15.4

in relation to a required consent, licence or permit for the Permitted Use; or the Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment; or the provision by the Tenant of network facilities or network services: (i) an application to the Appropriate Authority is finally rejected; or (ii) a consent, licence or permit is granted to the Tenant on terms and conditions unacceptable to the Tenant; or (iii) a consent, licence or permit is cancelled, lapses or is otherwise terminated.

Termination Without Cause Notwithstanding the provisions of clauses 15.1, 15.2 and 15.3, either Party may terminate this Agreement as follows: (a)

in the case of Tenant, by giving at least six (6) months’ prior written notice to the Landlord; and

(b)

in the case of Landlord, by giving at least six (6) months’ prior written notice to the Tenant;

and, save in respect of any prior breaches by any of the Parties and upon the refund of the Rental Deposit and/or the Electricity Utility Deposit in accordance with clause 5.1, there shall be no further claim by either Party against the other. 15.5

Effect of Termination Any termination of this Agreement howsoever occasioned shall neither affect any accrued rights or liabilities of either Party up to the date of the termination nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

16.

ASSIGNMENT AND SUBLETTING 16.1

Landlord’s consent

The Tenant may assign this Agreement to any third party with the Landlord’s prior written consent, which will not be withheld, if the Tenant demonstrates, to the reasonable satisfaction of the Landlord, that any proposed new tenant is financially secure and intends to use the Demised Premises for the Permitted Use or for another purpose as may be approved by the Landlord, acting reasonably. 16.2

Assignment to Related Corporation

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DRAFT (FOR EXTERNAL PARTY)

16.3

(a)

Notwithstanding clause 16.1, the Tenant may assign this Agreement or sublet or grant a licence of the Demised Premises to any related corporation (as defined in section 6 of the Companies Act 1965) of the Tenant without the Landlord’s consent being required.

(b)

The Tenant must give the Landlord written notice of any intended assignment or sublease or licence under this clause at least one (1) month before the date of any such assignment or sub-lease or licence.

Infrastructure Sharing with Telecommunications Operators In the event the Tenant intends, or is required, to share in the use of the Demised Premises or any part(s) thereof or in the use of any of the Tenant’s Equipment on the Demised Premises with other telecommunications operator(s) or entities appropriately licensed under the Communications and Multimedia Act 1998 (Act 588) (hereinafter collectively, “Licensed Entities”), including co-operating with each other to establish an infrastructure sharing arrangement, or such Licensed Entities request to have their telecommunications facilities and/or telecommunications infrastructure colocated with the Tenant’s Equipment at the Demised Premises, the Tenant shall notify the Landlord of such intention, requirement or request at least one (1) month prior to the anticipated start date of the infrastructure sharing and/or co-location and secure the Landlord’s consent of the same. The Landlord, upon receiving the notification and request for consent, shall not unreasonably withhold or delay the granting of such consent and shall, within fourteen (14) days thereof, expressly allow and permit such Licensed Entities to share in the use of the Demised Premises or any part(s) thereof or in the use of the Tenant’s Equipment or in the co-location of their (Licensed Entities’) telecommunications facilities and/or telecommunications infrastructure with the Tenant’s Equipment at the Demised Premises.

16.4

Licensing of Rights For the avoidance of doubt, any right expressed as being granted to the Tenant under this Agreement may be sublet or licensed on the terms of this clause 16.

17.

COMPULSORY ACQUISITION

17.1

The Landlord hereby warrants and undertakes to the Tenant that as at the date of this Agreement, the Landlord has no knowledge nor has any reason to believe that the Property or any part thereof has been acquired or is subject to acquisition by any governmental, statutory, urban or municipal authority or that any advertisement in the Government Gazette of such intention has been published pursuant to either Section 4 or Section 8 of the Land Acquisition Act, 1960 (Act 486) or any other relevant enactment.

17.2

In the event that the Landlord shall at any time during the Term receive a notice from the Appropriate Authority issued under the Land Acquisition Act 1960 (Act 486) for the acquisition of the Property, the Landlord shall within seven (7) days of the Landlord’s receipt of such notice, notify the Tenant regarding the said notice and provide to the Tenant, on the Tenant’s request, a copy of the said notice.

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17.2

The Landlord shall keep the Tenant duly informed thereafter of the dates and times for the carrying out of related enquiries and proceedings and such other matters incidental to the acquisition of the Property and the outcome of such enquiries and proceedings and status of matters incidental thereto.

17.3

Notwithstanding anything in this clause 17, the Tenant may, upon receipt from the Landlord of the land acquisition notice envisaged in clause 17.1 or upon becoming aware of the intended acquisition of the Property, terminate this Agreement forthwith by notice to the Landlord, with, subject to clause 15.5, no liability to the Landlord.

18.

GENERAL 18.1

Notice

(a)

In writing Any notice given under this Agreement must be in writing and may be served by:(i) giving to the other Party personally; (ii) sending it to the other Party’s facsimile number; or (iii) posting it to the other Party at the other Party’s address as stated in this Agreement. A Party may at any time change its address, postal address or facsimile number by written notice to the other Party. Any notice given to the Tenant pursuant to the terms of this Agreement must be copied to: Head Legal and Regulatory Affairs Department 8th Floor, One Oriental Place, 1 Jalan Hang Lekiu, 50100 Kuala Lumpur

(b)

Timing Any notice given under this Agreement is taken to be received: (i) if hand delivered, on delivery; (ii) if posted, on the third Business Day after posting; and (iii) if sent by facsimile, when the machine sending the facsimile generates a report showing that the total number of pages of the facsimile were successfully sent to the facsimile number of the addressee.

18.2

Severability Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable the other provisions of this

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DRAFT (FOR EXTERNAL PARTY)

Agreement and the remainder of the provision in question shall remain in full force and effect. 18.3

Waiver

No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the right of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative. 18.4

Confidentiality Each Party shall treat as confidential all Confidential Information and shall not divulge to any person (except to such Party’s own officers, employees, agent and consultants who need to know the same) without the other Party’s prior written consent provided that this clause shall not extend to information which:

18.5

(a)

is already in or becomes part of the public domain through no fault of or breach of this Agreement by the receiving Party;

(b)

is disclosed to the receiving Party by a third party who is not, to the reasonable knowledge of the receiving Party, in breach of an obligation of confidentiality;

(c)

is already known or independently developed by the receiving Party without use of the Confidential Information or breach of any obligation of confidentiality, provided that the Receiving Party can demonstrate the same by written records;

(d)

is required to be disclosed by applicable law or by order of a court of competent jurisdiction or by any regulation, rule, order or requirement of any governmental or regulatory authority or securities exchange, provided that the receiving Party shall (if and to the extent permitted by law and to the extent reasonably practicable) advise the disclosing Party prior to such disclosure so that the disclosing Party has an opportunity to review and comment on the proposed disclosure and if it wishes to do so (at its own cost), seek to defend, limit or protect against such disclosure, and the receiving Party will disclose only that portion of the Confidential Information which is required to be disclosed.

Costs (a)

Legal Costs Each party must bear their own legal costs for the preparation, negotiation and execution of this Agreement.

(b)

Stamp Duty Any stamp duty payable in respect of this Agreement will be borne by the Tenant.

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18.6

18.7

Governing Law and Jurisdiction (a)

This Agreement shall be governed by and construed in accordance with the laws of Malaysia.

(b)

Any dispute which may arise between the Parties concerning this Agreement shall be determined by the Malaysian courts and the parties hereby submit to the exclusive jurisdiction of the Malaysian courts for such purpose.

Entire Agreement This Agreement supersedes all prior agreements, arrangements and understandings between the parties and constitutes the entire agreement between the Parties relating to the subject matter hereof. No addition or modification to this Agreement shall be binding upon the Parties unless made by a written instrument signed by a duly authorized representative of each of the Parties.

19.

SPECIAL CONDITIONS Any special conditions included in this Agreement will be specified in Section 13 of the Schedule. If there is any inconsistency between any special condition and the terms contained in the main body of this Agreement, the special condition shall take precedence.

IN WITNESS WHEREOF the parties hereto or their respective duly authorised representative have hereunto set their respective hands the day and year first above written. Signed by the Landlord in the presence of:

) ) Name: Title:

Name: Title:

Signed by the Tenant in the presence of:

) )

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DRAFT (FOR EXTERNAL PARTY)

Name: Title:

Name: Title: SCHEDULE (to be read and construed as an integral part of this Agreement) Section

Description

Particulars

1

The day and year of this Agreement

[Date of the Agreement]

2

Landlord

Name: Address: Legal Status:

3

(a) Land

[Particulars of the Land including Geran no., Lot no., daerah, mukim]

(b) Building

[Description and Postal Address of Building]

4

Demised Premises

[Description of actual part or portion of the Land or Building that is the subject of the tenancy]

5

Permitted Use

Installation, Commissioning, Operation and Maintenance of the Tenant’s Equipment

6

Commencement Date

[Date of the commencement of the tenancy created by this Agreement]

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7

Initial Term

8

Maximum Rent Adjustment [The cap on the percentage rate for Percentage for Upward Adjustment any agreed upward adjustment of the Monthly Rental]

9

Renewal Term

[3 additional terms of 3 years each – to specify start and end dates of each of the additional terms]

10

Monthly Rental

[Rent amount per month]

11

Rental Deposit

[Amount of rental deposit for securing rental payment]

12

Electricity Utility Deposit

[Amount of electricity utility deposit for securing payment of electricity usage charges]

13

Special Conditions

[conditions that are supplemental to the standard terms and conditions or which are intended to amend, vary or qualify the T&Cs]

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Three (3) years

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DRAFT (FOR EXTERNAL PARTY)

EXHIBIT 1 TO THE SCHEDULE Layout Plan of Demised Premises

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