Common use of LANDLORD'S COVENANTS Clause in Contracts

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 : in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 ; for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 and to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby covenants with the Tenant that as follows:- (a) Except insofar as the same are contributable by the Tenant under the terms and conditions herein, to pay and discharge all existing and future rates, taxes, assessments and outgoings payable in respect of the Demised Premises; (b) That Subject Always to the Tenant paying the Rents hereby reserved Rent and performing and observing the other several terms and performing conditions herein contained the covenants Tenant shall (save and stipulations hereinbefore contained on his behalf except for the rights of the Landlord pursuant to be observed shall and may Clause 5.1(h) hereof) peaceably and quietly possess hold and enjoy the Property Demised Premises and all the facilities available during the Term Tenancy without any lawful interruption by the Landlord or any person lawfully claiming from under or through or in trust for the Landlord save as specifically herein provided; (c) To keep the roof main structure, lifts, air-conditioning plant, external walls, main drains and pipes and all common parts of the Building including entrances, car parks, staircases, landings, corridors, passages, lavatories and conveniences (unless such is the Tenant’s responsibilities under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may requireClause 5.1(i) hereof) in good repair including the following manner: 4.2.1 repainting and redecorating of the same or any part thereof at such times and in such substantial and reputable insurance office or with such underwriter and through such agency manner as the Landlord in its absolute discretion considers such to be necessary; (d) So far as practicable but subject always as provided in Clause 6(c) and Clause 21 herein to provide lift services and air-conditioning services during Business Hours and electricity and water as is respectively attributable to the passages, corridors, lavatories and other parts of the Building used by the Tenant in common with others; (e) Air-conditioning services may be provided to the Demised Premises on Sundays and public holidays or outside the Business Hours if specifically so requested by the Tenant and on payment by the Tenant of all charges incurred for electricity it so consumes and all other costs for operating the necessary section of the air-conditioning plant in order to provide the additional air-conditioning service requested which charges shall be determined by the Landlord from time to time selecttime. (f) To employ a watchman for the protection of the Building but not so as to render the Landlord liable for any loss sustained by the Tenant through the neglect default or misconduct of such watchman or watchmen; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereong) and Subject always to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease Clause 19 herein to be responsible for: (i) the cleaning and any insurance monies in respect upkeeping of the Property shall forecourts, roadways, passageways, ground floor, lobby, lifts and car park of the Building; (ii) keeping the windows and exterior of the Building and the main drains clean and in good repair; and (iii) the employment of the necessary personnel for the provision of the services to be retained provided herein by the Landlord; and; 4.2.3 (h) At all times throughout the term hereby created to produce for inspection keep the Building including the Demised Premises insured against loss or damage by the Tenant on written demand fire; (but no more than once in any calendar yeari) a copy of the up to date insurance policy To keep lifts, stairs, passages and insurance schedulelavatories well and sufficiently clean and lighted.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS joins in this Assignment to indicate its consent to the collateral assignment herein made by Assignor to Assignee, with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf right to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks reassign (subject to Landlord’s consent, to the extent that required under the Lease) under the terms and conditions set forth above, and hereby: (A) Certifies that, as of the date hereof, to the best of Landlord’s knowledge, Assignor is not in default under any terms of the Lease; (B) Agrees with Assignor and Assignee that, in the event of any default under the Lease, Landlord will provide to Assignee the same notice and opportunity to cure with respect to such insurance may ordinarily be arranged for properties such default as is currently provided to Assignor under the Property Lease; and for property occupiers so long as Assignee has not entered into possession of the Premises subject to such excessesthe Lease, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord it shall not be liable for rent or any other obligations of Assignor under the Lease, and Assignor shall remain liable for all such rents and obligations; (C) Fully subordinates any lien of Landlord on, any right of distraint, or any right of Landlord to carry out claim against, any of the reinstatement if it is unable (having used reasonable endeavours) prior property of Assignor securing the Loan as provided in the Loan Documents to the expiration of liens and security interests securing the period for which insurance of loss of Rent is effected to obtain every requisite planning permission Obligations until full satisfaction thereof; (D) Certifies that Landlord has full power and consent necessary authority to execute and deliver this instrument and to lease the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the LandlordPremises; and 4.2.3 to produce (E) Certifies that none of Assignor’s removable property situated in the Premises or any removable improvements made by Assignor in the Premises constitutes a “fixture” under applicable law or constitutes any part of the real estate of Landlord, and that all such property and improvements have been placed in the Premises or on the property thereat with the agreement and understanding that such property may be removed therefrom at the expiration or termination of the Lease in accordance with the terms of the Lease. Notwithstanding the foregoing, any and all tenant improvements constructed by Landlord at the Premises and any all workstations and accompanying furniture designated for inspection use by Assignor during the Tenant on written demand (but no more than once Lease term shall remain the property of Landlord and shall not in any calendar year) a copy of event be removed from the up to date insurance policy and insurance schedulePremises.

LANDLORD'S COVENANTS. 4.1 The 9.1.1 PROVIDED THAT the Tenant has promptly and punctually pay to the Landlord HEREBY COVENANTS the Deposits, Rent, Service Charge (if applicable) and all other sums payable under this Agreement and have duly comply observed and performed the terms of this Agreement the Landlord covenants with the Tenant that as follows: 9.1.1.1 the Landlord shall permit the Tenant paying the Rents hereby reserved and observing and performing quiet enjoyment of the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property Demised Premises during the Term tenancy hereby created without any lawful interruption by the Landlord or any person lawfully claiming from or under itthrough him; 4.2 To comprehensively insure 9.1.1.2 the Property against Landlord shall promptly and punctually pay all quit rent and assessment as and when the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such same falls due save and except in so far as the Property and for property occupiers subject to such excesses, exclusions same or limitations as any part thereof are payable by the insurer may require) in Tenant under the following manner:terms of this Agreement; 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as 9.1.1.3 the Landlord may from time to time selectshall keep the roof and main structure of the Building in good and tenantable repair; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT 9.1.1.4 the Landlord shall use its best endeavours to maintain the existing fire sprinkler system but shall not be liable to carry the Tenant in the event the fire sprinkler system shall fail to function but the Tenant shall be responsible to maintain all movable and non-fixed fire fighting equipment and any additional fire sprinkler installed by the Tenant by itself or in compliance with the requirements or directive of the Appropriate Authorities; 9.1.1.5 the Landlord shall ensure that the Building is insured against fire but the Tenant shall be required to insure its own goods articles property and installations; 9.1.1.6 the Landlord shall comply with the additional covenants set out in Schedule C hereto; 9.1.1.7 the reinstatement Landlord agrees that the Tenant shall be permitted at its own cost and expense to put up its signage at the place designated by the Landlord and if it is unable (having used reasonable endeavours) prior the Tenant requires to put up additional signage at any other place other than the designated place the Tenant shall be liable to pay to the expiration of Landlord such sum as may be stipulated by the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or Landlord if the reinstatement Landlord so permits; 9.1.2 The Tenant hereby agrees that the Landlord is not required to take out any public liability insurance and it shall be prevented or frustrated the obligation for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice Tenant to the rights of either party take out its own public liability insurance in respect of any antecedent breaches of the provisions of this Lease its business and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy Fit-Out Works and insurance schedulerenovation works.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with shall upon execution of this Offer to Lease by the Landlord: (a) Permit the Tenant that or its authorized representatives to have access to the Tenant paying Demised Premises at least fifteen (15) days prior to Closing, accompanied by a representative of the Rents hereby reserved and observing and performing Landlord, at the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption times specified by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (or, on twenty-four hours’ notice to the extent that such insurance may ordinarily be arranged Landlord and subject to reasonable availability of the Landlord’s representative, for properties the following purposes: (i) familiarizing itself with the Demised Premises and the Building Systems, including without limitation the fire life safety system, mechanical systems, security system, IT configuration of office spaces (i.e. superintendent’s office) and amenity spaces such as staff room and meeting rooms, access and control systems, signage requirements, etc.; (ii) showing model units to potential Licensees; (iii) conducting inspections of the Property and for property occupiers subject Demised Premises to such excesses, exclusions determine work needed to be completed or limitations as the insurer may require) coordinated prior to occupancy in order to rectify any deficiencies in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as work (the Landlord may from time to time select; 4.2.2 “Remediation Work”) under the Landlord’s contract for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration manufacture of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute Building (the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord"Construction Contract"); and 4.2.3 (iv) arranging for the delivery, placement and installation of furnishings and chattels in the individual residential units, offices, utility and other areas in the Demised Premises for the purposes of readying same for occupation by Licensees. (b) cause the Remediation Work to produce be completed by Closing, provided that notwithstanding any other provision in this Offer to Lease, the Landlord’s only obligation to complete the Remediation Work shall be to ensure the Remediation Work is completed in accordance with the Construction Contract; (c) conduct a formal hand over session, on or before closing at such time determined by the Landlord and the Tenant each acting reasonably, and to deliver to the Tenant at such session (the “Turnover Deliveries”): (i) as-built plans, Specifications; (ii) approvals and certifications process and documents; (iii) Building Systems operating and maintenance manuals, warranties; (iv) commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports; (v) consultants and trades lists; (vi) contracts for inspection by any Building Systems; (vii) trade shop drawings; (viii) fire safety plans; (ix) appliance warranties; (x) building systems operation and training for Tenant’s maintenance staff; (xi) access and security turnover instructions; (xii) information re utility accounts; (xiii) procedure for addressing warrantable deficiencies under the Construction Contract arising after Closing; and (xiv) transfer emergency contact (i.e. elevator per TSSA requirement) to Tenant’s contact; (d) deliver to the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleClosing all deliverables hereinafter set out.

LANDLORD'S COVENANTS. 4.1 7.1 The Landlord HEREBY COVENANTS agrees with the Tenant as follows: Taxes a) to pay all taxes, rate, assessments, conservancy charges and outgoings in respect of the Flat except those that the Tenant paying has agreed to pay; Quiet Enjoyment b) provided that the Rents Tenant shall punctually pay the Rent hereby reserved and observing observe and performing perform the covenants and stipulations hereinbefore contained conditions on his behalf part to be observed and performed, the Tenant shall and may peaceably and quietly possess and enjoy HOLD AND ENJOY the Property Flat during the Term without any lawful interruption by the Landlord Landlord; Extension of Tenancy c) that on the written request of Tenant made not less than two (2) months before the expiration of the Term and if there shall not at the time of such request be any existing breach or non- observance of any person lawfully claiming from or under it 4.2 To comprehensively insure of the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excessesconditions of this Agreement, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time grant to time select; 4.2.2 the Tenant an extension for the full costs of rebuilding, refurbishment or reinstatement such period as the case may be agreed between the parties from the expiration of the Term upon the same terms and loss of three years’ Rent and architects’conditions as contained herein, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED ALWAYS THAT the Landlord shall not be liable have the right to carry out review the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission payable at a mutually agreed rate and consent necessary to execute the relevant work or if the reinstatement PROVIDED ALWAYS THAT such extension shall be prevented subject to HDB’s approval (where applicable); Insurance d) to insure the Flat against loss or frustrated damage by fire and to pay all premium thereon punctually; Receipt e) to provide written acknowledgement if requested by the Tenant, for Rent, Deposit and any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease payments made by the service of not less than three months’ notice in writing but without prejudice Tenant to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 Maintenance of Premises f) shall take all necessary steps to produce for inspection by keep the structural condition of the Flat, including but not limited to the sanitary pipes, electric wiring and any such concealed drains, pipes and conduits, in good and tenantable repair and condition. If an item is faulty and beyond repair, the Landlord shall bear the full cost to replace the item provided the fault is not due to the acts or omissions of the Tenant on written demand (but no more than once in any calendar year) a copy of and/or the up to date insurance policy and insurance scheduleTenant’s visitors.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby covenants with the Tenant that as follows: - That the Tenant paying the Rents rents hereby reserved and observing and performing the covenants agreements and stipulations hereinbefore contained on his behalf part herein contained shall permitted to be observed shall and may peaceably and quietly possess and enjoy the Property Demised Premises during the Term this tenancy without any lawful interruption by from the Landlord or any person lawfully claiming from under or under it 4.2 To comprehensively insure in trust for the Property against Landlord. That during this tenancy the Insured Risks (Landlord will hereof bear to pay and discharge all quit rent, assessment payable in respect of the extent that Demised Premises. That the Landlord shall keep the roof and main structure including walls, floors and main drains and pipes in good and tenantable repair and condition including the repairing and the redecorating of any part thereof at such insurance may ordinarily be arranged for properties such times, except where repairs become necessary as a result of any willful act or default of the Property tenant; and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency manner as the Landlord may from time in Landlord’s absolute discretion shall consider to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged necessary PROVIDED THAT ALWAYS that the Landlord shall not be liable to carry out for any loss or damage or injury caused by circumstances beyond its control, including any mechanical breakdown, power failure, negligence or willful misconduct on the reinstatement if it is unable part of the Landlord’s employees or other person whatsoever. That the Landlord will on the written request of the Tenant made two (having used reasonable endeavours2) prior to months but no earlier than three (3) months before the expiration of the period term hereby created and if there shall not be at the time of such request any existing breach, non-observance of any of the covenants on the part of the Tenant hereinbefore contained or the Landlord has no intention to sell or otherwise dispose of the Demised Premises at the expenses of the Tenant grant to the Tenant a tenancy of the Demised Premises for which insurance a further term of loss a duration specified in Section 8 of Rent is effected the Schedule hereto commencing immediately form the expiration of the said term at a rent to obtain every requisite planning permission be mutually agreed upon but otherwise containing the like covenants and consent necessary to execute provision as are herein contained with the relevant work or exception of the present covenants for renewal. In determining the mutually agreed rent for the further term and in the event of any increase, the Landlord shall increase not more than 20 % (TWENTY percent) of rental rate at the time. This renewal option shall become null and void if the reinstatement rental rate cannot be agreed by both parties within thirty (30) days and the Landlord shall thereafter be entitled to vacant possession of the said Demised Premise. The existing rental at the time subject in all other respect to the same conditions and covenants as are herein contained save and except this clause for the renewal of this tenancy. If the Tenant fails to yield up peacefully the Demised Premises upon the early determination or expiry of the Tenancy, the Tenant shall be prevented chargeable, at the Landlord’s option and until the Tenant delivers to the Landlord possession of the Demised Premises, with double the rent then payable to the Landlord for the Demised Premises. Acceptance of such rental shall not prejudice the Landlord’s rights and remedies to recover possession of the Demised Premises from the Tenant. To refund the Security Deposit and Utility Deposit free of interest to the Tenant upon the expiry of this tenancy or frustrated for any other reason beyond the control lawful termination of this Agreement and upon delivery of vacant possession of the Demised Premises to the Landlord in which event either party accordance with the terms of this Agreement PROVIDED ALWAYS that the Landlord shall be at liberty to deduct there from such sums or sums as may be required to cover all arrears of rent, water, electricity, Indah Water and telephone bills (if any) and the cost of carrying out repair or painting of the Demised Premises (if required). The Landlord shall be entitled to sell the Demised Premises at any time after during the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease tenancy term and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleduring extended term.

LANDLORD'S COVENANTS. 4.1 The 7.1 Subject to the terms and provisions of this Lease, the Landlord HEREBY COVENANTS covenants with the Tenant as follows: (a) that provided the Tenant paying pays the Rents rent hereby reserved reserved, and observing observes and performing performs the covenants and stipulations hereinbefore agreements herein contained and on his behalf the part of the Tenant to be observed and performed, the Tenant shall and may peaceably and quietly possess and enjoy the Property Leased Premises for the Term hereby granted without interruption or disturbance from the Landlord, or any persons lawfully claiming by, through or under the Landlord; (b) to repair and maintain the foundations, structure, roof and exterior walls of the Building, the costs of which shall be borne by the Tenant and paid as part of Operating Expenses; (c) to permit the Tenant and its employees and all persons lawfully requiring communication with them to have the use in common with others having a like right of the Common Areas; (d) to provide to the Tenant the exclusive use of thirteen (13) reserved parking stalls and two (2) loading bays, which stalls and loading bays shall be provided free of charge during the Term without any lawful interruption by Term. 7.2 The Landlord agrees to provide the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (following tenant improvements to the extent that such insurance may ordinarily Leased Premises by, on or before the commencement date: (a) partition wall separating the showroom area of the Leased Premises from the high ceiling warehouse area of the Leased Premises, partition wall to be arranged for properties such as the Property installed along entire width of Units 1123 and for property occupiers subject 1128; two double personnel doors to such excesses, exclusions or limitations as the insurer may require) be installed in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time selectpartition wall; 4.2.2 (b) T-Bar ceiling to entire showroom area, ceiling tiles to be non-shedding surface finish; (c) air-conditioning for the full costs showroom portion of rebuilding, refurbishment or reinstatement as the case may all three units; (d) vinyl tile to be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior installed to the expiration showroom portion of all three units; (e) 220 volt power to the warehouse area of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the LandlordLeased Premises; and 4.2.3 (f) demising wall separating Unit 1133 from the other two units and a double door to produce for inspection by be installed near the Tenant on written demand (but no more than once in any calendar year) a copy front of the up to date insurance policy and insurance scheduleunit for access.

LANDLORD'S COVENANTS. 4.1 11.1 The Landlord HEREBY COVENANTS with covenants that if the Tenant that without default pays the rent and other amounts at the times and in the manner herein provided and keeps and performs all the terms, covenants, agreements and conditions hereof on the Tenant’s part to be kept and performed, the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during Premises for the Term without any lawful disturbance or interruption by the Landlord or by any person lawfully claiming from by, through or under it 4.2 To comprehensively insure the Property against the Insured Risks (Landlord, subject to the extent terms and conditions hereof and the rights of the Head Landlord under the Head Lease. 11.2 The Landlord does not warrant that any service or facility provided by it or others in accordance with the provisions of this Sub-Lease will be free from interruption caused or required by any cause including but without limiting the generality of the foregoing, maintenance, repairs, modifications, strikes, riots, insurrections, labour disputes, accidents, fuel shortages, interruption (both intentional and by accident) from the supplier thereof, governmental intervention, force majeure and acts of God. No such insurance may ordinarily interruption shall be arranged for properties such as deemed to be a disturbance of the Property and for property occupiers subject to such excesses, exclusions or limitations as Tenant’s enjoyment of the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as Premises nor render the Landlord may liable for injury to or for any loss, damage or inconvenience to the Tenant nor relieve the Parties from time their obligations under this Sub-Lease. The Landlord shall without delay take all reasonable steps available to time select; 4.2.2 for it to advise the full costs Tenant of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) interruption and to lay out all money received in respect remove the cause of any such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the interruption if within its control. The Landlord shall not be liable for any loss, damage or inconvenience resulting from the failure or non-supply, reduction or increase in supply of water, steam, electricity, heat, telecommunications services, sewer services, or any other service or the escape of water, steam, electricity or any other matter or service. 11.3 The Landlord agrees with the Tenant that after Normal Business Hours the Tenant shall be permitted to carry out on its operations within the reinstatement if it is unable (having used reasonable endeavours) prior Premises subject to the expiration terms, provisions and conditions of this Sub-Lease. In the period for event the Tenant requires any services after Normal Business Hours which insurance are usually available during Normal Business Hours such as the movement in and out of loss freight and supplies, supervising of Rent is effected to obtain every requisite planning permission any work, extra security, maintenance, repairs or cleaning, heating, ventilating and consent necessary to execute air-conditioning services and the relevant work or if Landlord provides such services, then the reinstatement Landlord shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice entitled to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by charge the Tenant on written demand (but no more than once for these services in any calendar year) a copy of the up to date insurance policy and insurance scheduleaccordance with clause 6.3.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby covenants with the Tenant that as follows:- That the Landlord shall pay all present and future quit rents, rates, taxes, assessments, maintenance charges, sinking funds and other outgoings which the Tenant is not hereby made liable to pay now or hereafter in respect of the Demised Premise. That the Tenant paying the Rents rents hereby reserved and observing and performing the covenants agreements and stipulations hereinbefore the Tenant’s covenant herein contained on his behalf shall permitted to be observed shall and may peaceably and quietly possess peacefully hold and enjoy the Property Demised Premise during the Term this tenancy without any lawful interruption by from the Landlord or any person lawfully claiming from under or under it 4.2 To comprehensively insure in trust for the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as Landlord. That the Landlord may from time to time select; 4.2.2 for shall keep the full costs roof main structure wall of rebuildingthe Demised Premise in good and tenantable repair condition. That the Landlord shall maintain, refurbishment upkeep and repair whenever necessary the roof, main structure, external walls, main drains and pipes of the said Premises or reinstatement as the case may be be, the said Premises in good and loss of three years’ Rent tenantable repair and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT condition provided always that the Landlord shall not be liable for any loss or damage or injury caused by circumstances beyond its control, including any mechanical breakdown, power failure, negligence or wilful misconduct on the part of the Landlord’s employees or other person whatsoever. That the Landlord shall keep the said Premises (excluding the properties of the Tenant) sufficiently insured against lost or damage by fire at all times throughout the Tenancy. That the Landlord shall refund to carry out the reinstatement Tenant the Security Deposit and Utilities Deposit paid hereunder free of interest not later than fourteen (14) days upon the expiration of this Agreement or the lawful termination of this agreement subject however to other provisions herein to the contrary and the Landlord’s right to set-off the same or deduct thereof such sums as may be requisite against any cost incurred by the Landlord under this Agreement failing which late payment interest at the rate of Eight (8%) per centum per annum shall be made chargeable to the Landlord until the full refund thereto by the Landlord to the Tenant provided that the breach of any terms of this Agreement and all defaults (if any) had been duly rectified by the Tenant. That the Landlord shall on the written request of the Tenant made two (2) months before the expiration of the term hereby created, if there shall not be at the time of such request any existing breach and if the Landlord has no intention to sell or otherwise dispose of the Demised Premise, grant to the Tenant a tenancy of the Demised Premises for a further term of a duration commencing immediately from the expiration of the said term at a rent to be mutually agreed upon but otherwise containing the like covenants and provision as are herein contained with the exception of the present covenants for renewal. Provided always, it is unable hereby agreed between the parties hereto as follows:- If the rent shall at any time be unpaid for seven (having used 7) days after the same becoming due and payable (whether formally demanded or not); or Any covenant on the Tenant’s part herein contained shall not be performed or observed; or If the Tenant shall have a receiving order made against him or shall have made any assignment for the benefit of his creditors; or Enters into any agreement or any arrangements with his creditor by composition or otherwise; or If the Tenant shall suffer any distress or attachment or execution to be levied against the Tenant’s goods; or If the Tenant shall go into liquidation whether compulsory or otherwise (save for the purpose of reconstruction or amalgamation) Then in any such cases it shall be lawful for the Landlord at any time thereafter to serve a forfeiture notice upon the Tenant in accordance to the provisions of Section 235 of the National Land Code and it is hereby mutually and expressly agreed that any period of not less than seven (7) working days stipulated in the said forfeiture notice for the Tenant to remedy the breach specified or to make reasonable endeavours) prior compensation in money therefore to the satisfaction of the Landlord or to settle any outstanding rent in a reasonable period and upon the expiration of the period for which insurance of loss of Rent is effected specified in the said forfeiture notice if Tenant fails, refuse and/or neglect to obtain every requisite planning permission and consent necessary remedy the breach specified or make the monetary compensation to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control satisfaction of the Landlord in which event either party may at any time after or to settle all outstanding rent it shall be deemed that the expiration of such period terminate tenancy hereby created and this Lease by the service of not less than three months’ notice in writing Agreement shall have been terminated but without prejudice to the rights right of either party action by the Landlord in respect of any antecedent breaches breach of the provisions conditions on the part of this Lease and the Tenant herein contained. Acceptance of rent by the Landlord shall not be deemed to operate as a waiver by the Landlord of any insurance monies right of action against the Tenant in respect of any breach of any of the Property Tenant’s obligations hereunder. The Landlord shall not be retained by liable to repay to the Landlord; and 4.2.3 to produce for inspection Tenant the cost and expense incurred by the Tenant on written demand (but no more than once any improvements made by the Tenant on the said Demised Premises and the Tenant shall not be entitled to claim for any reduction in any calendar year) a copy the rent on account of such cost and expenses incurred by the Tenant. It is hereby agreed and confirmed that nothing herein contained shall give either party the right to terminate this agreement before the expiry of the up term herein created save and except for any express provisions or elsewhere in the agreement. It is hereby agreed that the Tenant shall be allowed to conduct minor renovation on the Demised Premise to remove the current front plumbing fixture and reinstall the same to the back end area, to remove all tables and chairs and to remove the existing wall acrylic sign board of the Demised Premise. The Landlord shall be entitled to impose interest on all overdue rental calculated daily at the rate of 1.5% per month, commencing on the first (1st) day after the expiry of the fourteen (14) days after the due date insurance policy until full and insurance schedulefinal realization thereof (before as well as after judgment, if any) Two (2) months rental deposit as prescribed under Section 6 (a) of the First Schedule hereto shall be deemed forfeited in the event that the Tenant decides to terminate this agreement prior to the expiry of the agreed term hereto. In the event that the Landlord decides to terminate this agreement, devoid of any breach on the part of the Tenant, the Landlord shall refund the deposit under Section 6 (a) of the First Schedule hereto and the utilities deposit under Section 6 (b) of the First schedule hereto with an additional of two (2) months rental sum to be paid to the Tenant free of interest thereon.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby covenants with the Tenant that as follows : (a) That in consideration of the Tenant duly paying the Rents rent hereby reserved and observing and performing the several covenants and stipulations hereinbefore contained on his behalf to be observed herein the Tenant shall and may peaceably and quietly possess hold and enjoy the Property Demised Premises during the said Term without any lawful interruption disturbances by the Landlord or any person lawfully claiming from under or under it 4.2 To comprehensively insure in trust for the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time selectLandlord; 4.2.2 for (b) At all times throughout the full costs of rebuildingTerm hereby created to keep the Demised Premises insured (excluding the Tenant's fixtures, refurbishment fitting, furniture and stocks) against loss or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) damage by fire and to lay out pay all money received in respect premiums incurred; (c) To pay all present and future quit rent, assessment, property tax or other rates and impositions of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease like nature by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies whatsoever name levied in respect of the Property Demised Premises; (d) To keep the main structure the main drains and the main pipes and the external wall of the Demised Premises in good and tenantable repair and conditions unless it is damaged by malicious negligence or careless acts or omissions of the Tenant its servants employees agents invitees or licensees; (e) To refund the Rent Deposit and Utilities Deposit to the Tenant within fourteen (14) days after the Tenant shall be retained by have: (i) yielded up vacant possession of the LandlordDemised Premises to the Landlord in good and substantial repair and condition and in accordance with the covenants herein contained; and 4.2.3 (ii) provided evidence satisfactory to produce for inspection the Landlord that it has settled all arrears of Rent and Utilities Charges. PROVIDED in default of the aforesaid the Landlord shall be at liberty to deduct therefrom such sum or sums as may be required to cover all arrears of Rent and the cost of carrying out any repair that should have been undertaken by the Tenant; (f) Notwithstanding anything in this Agreement, the Landlord shall ensure that the Tenant on written demand is permitted to carry out renovations and alterations, (but no more than once structural or otherwise), and create partitions in (whether permanent or temporary) to the Demised Premises or any calendar year) a copy part thereof in accordance with the business requirements of the up to date insurance policy and insurance scheduleTenant.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that as follows: (1) That the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess hold and enjoy the Property demised premises during the Term said term without any lawful interruption or disturbance from or by the Landlord or any person or persons lawfully claiming from under or under in trust for it 4.2 To comprehensively (2) That the Landlord will insure and keep insured with insurers or underwriters of repute: (A) The demised premises subject only to such exclusions excesses and limitations as may be imposed by the Property insurers in the full reinstatement cost of the demised premises against loss or damage by fire storm tempest and such other risks for which cover is available as the Landlord may in its absolute discretion from time to time determine (hereinafter called "the Insured Risks Risks") including architects surveyors and other professional fees (and Value Added Tax thereon) and expenses incidental thereto the cost of shoring up demolition and site clearance and similar expenses (B) The explosion of any engineering and electrical plant and machinery to the extent that the same is not covered by paragraph (a) of this sub-clause (C) Property owners liability and such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency other insurances as the Landlord may from time to time select;deem necessary to effect 4.2.2 for (3) At the full costs request of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT Tenant the Landlord shall (but not be liable to carry out the reinstatement if it is unable (having used reasonable endeavoursmore than twice in any period of twelve months) prior produce to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up current schedule of insurance cover (4) If the demised premises or any part thereof are destroyed or damaged by any of the Insured Risks then the Landlord will lay out or procure to date be laid out and utilise the net proceeds of such insurance policy only in the rebuilding and insurance schedule.reinstatement of the demised premises so destroyed or damaged

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with shall upon execution of this Offer to Lease by the Landlord: (a) Permit the Tenant that or its authorized representatives to have access to the Tenant paying Demised Premises at least fifteen (15) days prior to Closing, accompanied by a representative of the Rents hereby reserved and observing and performing Landlord, at the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption times specified by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (or, on twenty-four hours' notice to the extent that such insurance may ordinarily be arranged Landlord and subject to reasonable availability of the Landlord’s representative, for properties the following purposes: (i) familiarizing itself with the Demised Premises and the Building Systems, including without limitation the fire life safety system, mechanical systems, security system, IT configuration of office spaces (i.e. superintendent’s office) and amenity spaces such as staff room and meeting rooms, access and control systems, signage requirements, etc.; (ii) showing model units to potential Licensees; (iii) conducting inspections of the Property and for property occupiers subject Demised Premises to such excesses, exclusions determine work needed to be completed or limitations as the insurer may require) coordinated prior to occupancy in order to rectify any deficiencies in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as work (the Landlord may from time to time select; 4.2.2 “Remediation Work”) under the Landlord’s contract for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration manufacture of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute Building (the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord"Construction Contract"); and 4.2.3 (iv) (iv) arranging for the delivery, placement and installation of furnishings and chattels in the individual residential units, offices, utility and other areas in the Demised Premises for the purposes of readying same for occupation by Licensees. (b) cause the Remediation Work to produce be completed by Closing, provided that notwithstanding any other provision in this Offer to Lease, the Landlord’s only obligation to complete the Remediation Work shall be to ensure the Remediation Work is completed in accordance with the Construction Contract; (c) conduct a formal hand over session, on or before closing at such time determined by the Landlord and the Tenant each acting reasonably, and to deliver to the Tenant at such session (the “Turnover Deliveries”): (i) as-built plans, Specifications; (ii) approvals and certifications process and documents; (iii) Building Systems operating and maintenance manuals, warranties; (iv) commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports; (v) consultants and trades lists; (vi) contracts for inspection by any Building Systems; (vii) trade shop drawings; (viii) fire safety plans; (ix) appliance warranties; (x) building systems operation and training for Tenant’s maintenance staff; (xi) access and security turnover instructions; (xii) information re utility accounts; (xiii) procedure for addressing warrantable deficiencies under the Construction Contract arising after Closing; ; and (xiv) transfer emergency contact (i.e. elevator per TSSA requirement) to Tenant’s contact; (d) deliver to the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleClosing all deliverables hereinafter set out.

LANDLORD'S COVENANTS. 4.1 The 30.1 Unless specifically waived by Tenant in writing, and provided that Tenant is not in default of its obligations under the terms of this Lease in any material respect after Notice and the expiration of applicable cure period(s), during the Lease Term Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained agrees that no portion of the Project or any other property owned (equitably or in fee) by Landlord within a five (5) mile radius of the Premises, shall be used for the purposes of operating a Competing Restaurant. 30.2 During the Term of this Lease (and any extension thereof), these restrictions shall bind and inure to the benefit of Landlord and Tenant, their respective successors and permitted assigns, and shall be binding on his behalf to be observed shall and may peaceably and quietly possess and enjoy each person or entity having any interest in the Property during the Term without any lawful interruption by the derived from Landlord or any person lawfully claiming from owner thereof, as a tenant, occupant, licensee or under it 4.2 To comprehensively insure otherwise, provided, however, that the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) restrictions contained in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord this Section shall not be liable to carry out in effect during any period or periods during which Tenant is in default of its obligations under the reinstatement if it is unable (having used reasonable endeavours) prior to terms of this Lease in any material respect after Notice and the expiration of applicable cure period(s). The restrictions contained in this Section constitute a material consideration to Tenant in entering into this Lease. Landlord acknowledges that in the event of material breach of these restrictions, as determined by the arbitrator, which breach shall continue for a period for which insurance of loss thirty (30) days after delivery of Rent is effected written notice thereof by Tenant to Landlord, Tenant shall be entitled to exercise its remedies under this Lease and, without any further notice to Landlord, at Tenant's option, to cancel this Lease and receive a reimbursement of the unamortized cost of all improvements installed, to continue the Lease but at a Percentage Rate of two and one-half percent (2.5%), or to obtain every requisite planning permission and consent necessary injunctive relief or to execute the relevant work or if the reinstatement seek any other relief. Tenant's remedies hereunder shall be prevented cumulative rather than exclusive. 30.3 Provided that Tenant shall execute and deliver the Memorandum of Lease described in Section 35.9 hereof, Landlord shall, within thirty (30) days after the date Tenant executes and delivers such Memorandum of Lease, at Landlord's sole cost and expense, obtain and provide Tenant with an ALTA Form B leasehold title insurance policy issued by First American Title Insurance Company (or frustrated such other title insurance company selected by Landlord), having a policy amount of Four Million Dollars ($4,000,000.00) and insuring Tenant's interest in and to the Premises and this Lease, which evidences that no encumbrances affect the Premises other than those encumbrances shown as exceptions to title therein. For a period of thirty (30) days following the Effective Date, Tenant shall have the right to review all encumbrances to title shown as exceptions to title on the commitment for such leasehold title insurance policy. In the event Tenant reasonably determines that any other reason beyond such encumbrances materially and adversely affect the control marketability of title to the leasehold estate of Tenant created by this Lease, or Tenant's use of the Premises as permitted herein. Tenant shall notify Landlord in which event either party may at any time after of same before the expiration end of such thirty (30) day period. If Tenant fails to notify Landlord of any objectionable title encumbrances within such thirty (30) day period, Tenant shall be deemed to have approved of all matters relating to the condition of title to the leasehold estate of Tenant created by this Lease as disclosed in the leasehold title policy (or the title commitment relating thereto). If Tenant gives Notice to landlord of any objectionable title encumbrances within such thirty (30) day period, Landlord shall have the right, but not the obligation, for a period of one hundred twenty (120) days after receipt of Tenant's notice, to attempt to remove such objectionable encumbrances from the leasehold title policy ( or the title commitment relating thereto), or to cause the title insurance company to commit to insure over same in a manner reasonably satisfactory to Tenant. If such objectionable encumbrances are not removed or insured over in a manner reasonably satisfactory to Tenant within the permitted time, Tenant shall have the right, but not the obligation, to terminate this Lease by the service of not less than three months’ providing thirty (30) days written notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule...

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that Subject to the Tenant paying the Rents hereby reserved rent including insurance rent and the Tenant's Contribution towards the costs incurred for external repairs and maintenance including decorations by way of service charge and performing and observing the several covenants on the Tenant's part and performing the conditions herein contained the Landlord hereby covenants with the Tenant (1) That the Tenant shall have quiet enjoyment of the Premises against the Landlord and stipulations hereinbefore contained on his behalf all persons claiming title through the Landlord (2) To keep the Premises insured against such perils including loss or damage by fire and in such minimum sum as the Landlord's Surveyor shall determine including two year's loss of rent architects and surveyors fees PROVIDED that the Tenant shall have the right to require the Landlord to increase the amount for which the Premises are insured or to require the Landlord to increase the scope or extent of the perils covered by the Landlord's Insurance Policy by giving to the Landlord's Surveyor not less than fourteen days Notice of the Tenant's desire to increase such insurance as aforesaid Upon receipt of such Notice the Landlord shall cause the insurance cover to be observed so increased and shall and may peaceably and quietly possess and enjoy be entitled to recover the Property during additional premium from the Term without any lawful interruption by Tenant in accordance with Clause 6(3) hereof The Landlord shall cause all insurance monies received other than for loss of rent to be laid out in making good the Landlord damage for which the money has been received or any person lawfully claiming from or under it 4.2 To comprehensively insure rebuilding the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement Premises as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees PROVIDED (together with the VAT payable thereona) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT that the Landlord shall not be liable to carry out the reinstatement if it is unable Tenant for any delays in such making good or rebuilding caused by strikes lock outs restrictions imposed by the Government or other Authority or by shortage of labour or materials or other cause beyond the Landlord's control (having used reasonable endeavoursb) prior to that the expiration of Tenant shall allow the period for which insurance of loss of Rent is effected to obtain every requisite planning permission Landlord the Landlord's workmen and consent employees and such other persons as are necessary to execute enter upon the relevant work Premises for the purpose of making good or if reinstating the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.same as aforesaid

LANDLORD'S COVENANTS. 4.1 11.1 The Landlord HEREBY COVENANTS with covenants that if the Tenant, without default, pays the rent and other amounts at the times and in the manner herein provided and keeps and performs all the terms, covenants, agreements and conditions hereof on the Tenant’s part to be kept and performed, the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during Premises for the Term without any lawful disturbance or interruption by the Landlord or by any person lawfully claiming from by, through or under it 4.2 To comprehensively insure the Property against the Insured Risks (Landlord, subject to the extent terms and conditions hereof and the rights of the Head Landlord under the Head Lease. 11.2 The Landlord does not warrant that any service or facility provided by it or others in accordance with the provisions of this Sub-Lease will be free from interruption caused or required by any cause including, but without limiting the generality of the foregoing, maintenance, repairs, modifications, strikes, riots, insurrections, labour disputes, accidents, fuel shortages, interruption (both intentional and by accident) from the supplier thereof, governmental intervention, force majeure and acts of God. No such insurance may ordinarily interruption shall be arranged for properties such as deemed to be a disturbance of the Property and for property occupiers subject to such excesses, exclusions or limitations as Tenant’s enjoyment of the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as Premises nor render the Landlord may liable for injury to or for any loss, damage or inconvenience to the Tenant nor relieve the Parties from time their obligations under this Sub-Lease. The Landlord shall without delay take all reasonable steps available to time select; 4.2.2 for it to advise the full costs Tenant of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) interruption and to lay out all money received in respect remove the cause of any such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the interruption if within its control. The Landlord shall not be liable for any loss, damage or inconvenience resulting from the failure or non-supply, reduction or increase in supply of water, steam, electricity, heat, telecommunications services, sewer services, or any other service or the escape of water, steam, electricity or any other matter or service. 11.3 The Landlord agrees with the Tenant that after Normal Business Hours the Tenant shall be permitted to carry out on its operations within the reinstatement if it is unable (having used reasonable endeavours) prior Premises subject to the expiration terms, provisions and conditions of this Sub-Lease. In the period for event the Tenant requires any services after Normal Business Hours which insurance are usually available during Normal Business Hours such as the movement in and out of loss freight and supplies, supervising of Rent is effected to obtain every requisite planning permission any work, extra security, maintenance, repairs or cleaning, heating, ventilating and consent necessary to execute air-conditioning services and the relevant work or if Landlord provides such services, then the reinstatement Landlord shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice entitled to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by charge the Tenant on written demand (but no more than once for these services in any calendar year) a copy of the up to date insurance policy and insurance scheduleaccordance with clause 6.3.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that from and including the Possession Date until the Determination of the Term: 22.1 the Landlord will effect and maintain the Insurance Policies and will ensure a note of the Tenant’s interest is endorsed on them (but only so far as they are not vitiated by any act, neglect or default of the Tenant, anyone deriving Title through the Tenant paying or anyone at the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by Premises with express or implied authority of either of them) 22.2 the Landlord will upon request from time to time produce to the Tenant a copy or full details of the Insurance Policies and evidence that they are in force 22.3 the Landlord will notify the Tenant of any person lawfully claiming change either in the insurance office or in the provisions of the Insurance Policies from time to time which is material to the Tenant 22.4 in the event of any loss or under it 4.2 To comprehensively insure damage against which the Property against Landlord has covenanted to effect an insurance policy the Insured Risks (Landlord will apply all monies received from the insurer in relation to insurance of the Premises pursuant to Clause 21.2.1 above and from the Tenant pursuant to Clause 24 in carrying out works of reinstatement or otherwise making good such loss or damage as soon as practicable and the Landlord shall make good any deficiency in the insurance monies received out of its own monies save to the extent that such deficiency occurs due to the payment of the policy monies being refused by reason or as a result of some act or default on the part of or suffered by the Tenant or anyone in the Tenant’s control 22.5 (unless and save to the extent that the policy of insurance may ordinarily has been invalidated and the policy monies have been properly withheld by reason of any act or default of the Tenant and Tenant has not paid to the Landlord the policy monies lost hereby) forthwith to use its reasonable endeavours to obtain any labour permits planning permissions by-law and other approvals which are necessary to enable the Premises to be arranged rebuilt or reinstated 22.6 the Landlord shall carry out all works of reinstatement or replacement in a good and workmanlike manner in accordance with good building practice and using good sound and suitable materials and in accordance with all necessary consents and the requirements of statute bye-law any local act or the fire officer 22.7 if the Premises are wholly or substantially damaged or destroyed by any of the Insured Risks the Landlord shall use all reasonable endeavours to obtain deeds of collateral warranty from the contractor any nominated sub-contractor or sub-contractor having a design function the architect the structural engineer and the mechanical and electrical services engineer engaged to carry out the works of reinstatement or replacement or their design or supervision such collateral warranty deeds to be in a form approved by the Tenant (such approval not to be unreasonably withheld or delayed) 22.8 if it shall not be possible to rebuild or reinstate the Premises in accordance with clauses 22.4 and 22.5 exactly as they were prior to the date of damage or destruction the Landlord shall rebuild or reinstate the same making any necessary changes provided that the use and enjoyment of the Premises and the ability of the Tenant and any lawful occupier to use the Premises beneficially for properties the use permitted by the Lease shall not thereby be materially and adversely affected and the prior written consent of the Tenant (such as consent not to be unreasonably withheld or delayed) shall be obtained by the Property Landlord prior to any such changes being made 22.9 if any of the said necessary consents contain a condition which was not in force immediately prior to the date of damage or destruction by any of the Insured Risks and which materially and adversely affects the ability of the Tenant or any lawful occupier to use the Premises beneficially for property occupiers subject the use permitted by the Lease or which makes any consent personal to such excesses, exclusions the Tenant or limitations as any other named occupier or class of persons or which makes the consent temporary after implementation the Tenant shall be entitled by giving written notice to the Landlord not later than 21 days after receiving a copy of the relevant consent to determine the Lease whereupon the Lease shall cease and be at an end but without prejudice to any claim in respect of any antecedent breach of the terms of the Lease by either Party 22.10 if the insurer may requirehas under the terms of the Insurance Policies the option to effect reinstatement rather than to pay the insurance monies to the Landlord and exercises such option the Landlord shall use all reasonable endeavours (which expression shall connote (inter alias) the taking of any requisite proceedings where counsel of not less than ten years’ call at the English bar specialising in insurance matters shall have advised that on the balance of probabilities such proceedings would succeed) to procure that the insurer carries out such reinstatement without avoidable delay and shall not agree to accept anything less than full repair or restoration without the prior written consent of the Tenant (such consent not to be unreasonably withheld or delayed) 22.11 ensure that nothing is done or omitted by itself or its servants or agents which causes the Insurance Policies to be rendered void or voidable 22.12 notify the Tenant in writing of any proposed substantive change in the following manner: 4.2.1 in such substantial and reputable insurance office ambit quantum or with such underwriter and through such agency as the Landlord may terms of cover from time to time select;and shall supply (without the need of any request from the Tenant) a copy of the new form of policy which becomes applicable; and 4.2.2 for 22.13 ensure that the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT Insurance Policies effected by the Landlord hereunder contain a non-invalidation clause to the effect that they shall not be liable avoided by any act or omission or by any alteration whereby the risk of damage or destruction is increased unknown to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in and a provision whereby the insurers agree to waive all rights of subrogation to which event either party may at any time after the expiration of such period terminate this Lease insurers might become subrogated against the Tenant (unless the loss has been occasioned by or contributed to by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches fraudulent or criminal or malicious act of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the LandlordTenant); and 4.2.3 to produce for inspection by 22.14 procure that the interest of the Tenant or any undertenant is noted on written demand (but no more than once in any calendar year) a copy the policy of the up to date insurance policy and insurance schedule.either specifically or generically

LANDLORD'S COVENANTS. 4.1 11.1 The Landlord HEREBY COVENANTS with covenants that if the Tenant that without default pays the rent and other amounts at the times and in the manner herein provided and keeps and performs all the terms, covenants, agree­ments and conditions hereof on the Tenant's part to be kept and performed, the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during Premises for the Term without any lawful interruption disturbance or inter­ruption by the Landlord or by any person lawfully claiming from by, through or under it 4.2 To comprehensively insure the Property against the Insured Risks (Landlord, subject to the extent terms and conditions hereof and the rights of the Head Landlord under the Head Lease. 11.2 The Landlord does not warrant that any service or facility provided by it or others in accordance with the provisions of this Sub-Lease will be free from interruption caused or required by any cause including but without limiting the generality of the foregoing, maintenance, repairs, modifications, strikes, riots, insurrections, labour disputes, accidents, fuel shortages, interruption (both intentional and by accident) from the supplier thereof, governmental intervention, force majeure and acts of God. No such insurance may ordinarily interruption shall be arranged for properties such as deemed to be a disturbance of the Property and for property occupiers subject to such excesses, exclusions or limitations as Tenant's enjoyment of the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as Premises nor render the Landlord may liable for injury to or for any loss, damage or inconvenience to the Tenant nor relieve the Parties from time their obligations under this Sub-Lease. The Landlord shall without delay take all reasonable steps available to time select; 4.2.2 for it to advise the full costs Tenant of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) interruption and to lay out all money received in respect remove the cause of any such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the interruption if within its control. The Landlord shall not be liable for any loss, damage or inconvenience resulting from the failure or non-supply, reduction or increase in supply of water, steam, electricity, heat, telecommunications services, sewer services, or any other service or the escape of water, steam, electricity or any other matter or service. 11.3 The Landlord agrees with the Tenant that after Normal Business Hours the Tenant shall be permitted to carry out on its operations within the reinstatement if it is unable (having used reasonable endeavours) prior Premises subject to the expiration terms, provisions and conditions of this Sub-Lease. In the period for event the Tenant requires any services after Normal Business Hours which insurance are usually available during Normal Business Hours such as the movement in and out of loss freight and supplies, supervising of Rent is effected to obtain every requisite planning permission any work, extra security, maintenance, repairs or cleaning, heating, ventilating and consent necessary to execute air-conditioning services and the relevant work or if Landlord provides such services, then the reinstatement Landlord shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice entitled to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by charge the Tenant on written demand (but no more than once for these services in any calendar year) a copy of the up to date insurance policy and insurance scheduleaccordance with clause 6.3.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS Subject to the terms and provisions of this Lease, the RDCO covenants with UBC as follows: (a) That provided UBC pays the Tenant that the Tenant paying the Rents Rent hereby reserved and observing observes and performing performs all UBC’s obligations herein and subject to the covenants and stipulations hereinbefore other provisions herein contained on his behalf to be observed shall and UBC may peaceably and quietly possess and enjoy the Property during Leased Premises for the Term herein granted; (b) To arrange for, at the RDCO’s cost, any required structural repairs to the building and to be responsible for replacement of all heating, plumbing, ventilation systems, appliances and for any repairs to any of the above which exceed $500.00 unless such repairs are as a result of any negligence caused by UBC or UBC’s invitees, or the failure of UBC to effect repairs as required in paragraph 5 of this Lease; (c) To pay when due all real property taxes levied on the Lands; (d) To erect signage around the perimeter of the Leased Premises where it borders on RDCO designated park land and at the beginning of the driveway which signage states “Private Residence”. RDCO does hereby grant to UBC the right to erect signs on the Leased Premises as it sees fit which make clear that UBC has exclusive possession to the Leased Premises and that anyone entering the Leased Premises without UBC’s invitation or consent will be in trespass; (e) agrees to enforce to the full extent of its authority any lawful interruption breach by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property of UBC’s exclusive and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration quiet possession of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate Leased Premises granted under this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the LandlordLease; and 4.2.3 (f) To perform all tree maintenance activities within the Leased Premises on trees with a diameter of 150 mm or greater, and to produce for inspection by provide pruning of plants in the Tenant on written demand (but no more than Leased Premises, once in any calendar year) a copy of the up to date insurance policy and insurance scheduleat spring flush if required.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby covenants with the Tenant that Tenant: 13.1 if the Tenant paying pays the Rents hereby reserved rent and observing performs and performing observes the covenants by the Tenant and stipulations hereinbefore the conditions contained on his behalf to be observed shall and in this Lease the Tenant may peaceably and quietly possess hold and enjoy the Property Premises during the Term without any lawful interruption by the Landlord or any person lawfully claiming from under or under itin trust for the Landlord; 4.2 To comprehensively insure the Property against the Insured Risks (13.2 subject to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ Tenant paying all rent and other professional fees (together with sums due under this Lease to use all reasonable endeavours to provide the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT Services provided that the Landlord shall not be liable for any breach of this covenant where the breach arises from any cause beyond the reasonable control of the Landlord; 13.3 to provide swipe cards to the Tenant to enable the Tenant to use Landlord's security system to obtain access to the Building and/or the Premises and (subject to the capabilities from time to time of the Landlord's security system) in relation thereto to programme or otherwise prepare the same in accordance with the Tenant's reasonable requirements from time to time, with each swipe card to be provided at a cost of ten pounds (£10) or such greater sum as the Landlord acting reasonably may consider necessary. 13.4 The Landlord covenants to carry out the reinstatement if it is unable (having used reasonable endeavours) prior Landlord's works with all due diligence and speed in a good and workmanlike fashion within three months of the date hereof using proper materials fit for their purpose and in accordance with all statutory and other requirements and in carrying out these works the Landlord shall cause as little inconvenience and disturbance to the expiration Tenant and occupiers and visitors to the Premises and the Tenant's use of the period for which insurance of loss of Rent Premises as is effected reasonably practicable and so as not to obtain every requisite planning permission and consent necessary prevent access to execute the relevant work or if the reinstatement shall be prevented use or frustrated for any other reason beyond the control enjoyment of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedulePremises during office hours.

LANDLORD'S COVENANTS. 4.1 The (a) Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the represents, warrants, covenants and stipulations hereinbefore contained on his behalf agrees as follows that Landlord has good and marketable title to be observed the Land and the Premises, and Landlord has full right and authority to lease the Premises and to carry out its obligation under this Lease Agreement. (b) Landlord agrees to maintain all structural portions of the Buildings including the foundation, roof, exterior walls, structural members and other supporting structures, in good repair, condition and order; provided, however, that Landlord's responsibility for repair and maintenance of the roof shall exclude responsibility for repair of (i) leaks occurring by reason of roof penetrating structures installed or constructed by Tenant, or (ii) any repairs required by reason of the negligence or default of Tenant, its officers, agents, employees, and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (invitees except to the extent that such insurance may ordinarily Landlord shall be arranged for properties such as insured against the Property same and for property occupiers subject to such excesses, exclusions or limitations as receive the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect proceeds of such insurance and Landlord's mortgagees shall not retain the proceeds of such insurance. In addition, no later than February 28, 2009 (unless consented to by Tenant, which consent may be granted or withheld in its sole discretion), but subject to extension for any delay caused by Tenant, Landlord, at its sole expense, shall perform the work describe on Exhibit B attached hereto (the "Landlord's Work"). Except as expressly stated, any costs incurred by Landlord in performing the foregoing obligations shall be deemed a "DIRECT LANDLORD COST". Any exclusions from Landlord's maintenance obligation above shall be Tenant's responsibility. Landlord is not obligated to provide or perform any service, maintenance, repair, or replacement with respect to the Premises except sums for loss as set forth in this Section 6(b). In performance of Rent and professional fees) as soon as reasonably practicable its obligations set forth in rebuildingthis Section 6(b), refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable use commercially reasonable efforts to carry out perform such work in a manner and at such times as shall minimize disruption of Tenant's business operations in the reinstatement if it is unable Premises. (having used reasonable endeavoursc) prior To give Tenant prompt notice of the name and mailing address of any mortgagee or holder of a first mortgage lien with respect to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission Premises and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedulechange therein.

LANDLORD'S COVENANTS. 4.1 The THE Landlord HEREBY COVENANTS with the Tenant as follows:- 4.1 that the Tenant paying the Rents hereby rent hereinbefore reserved and performing and observing the several covenants conditions and performing agreements on the covenants and stipulations hereinbefore part of the Tenant herein contained on his behalf to be observed shall and may peaceably and quietly possess hold and enjoy the Property Premises during the Term term hereby granted without any lawful interruption by the Landlord or by any person lawfully claiming from through under or under itin trust for the Landlord or by title paramount 4.2 To comprehensively insure to pay the Property against rent reserved by the Insured Risks Superior Lease and observe and perform the lessees covenants therein contained in relation to the demise hereby made in so far as the same are not to be observed and performed by the Tenant in terms of this Lease 4.3 The Landlord shall: (a) pay promptly to the Superior Landlord all sums relating to insurance and service charge required under the Superior Lease (b) request from the Superior Landlord whenever reasonably requested by the Tenant and to the extent that permitted under the Superior Lease evidence of the terms of the Insurance Policies effected by the Superior Landlord or the Head Landlord and of payment of the last premium and shall pass on to the Tenant the evidence obtained from the Superior Landlord; (c) pass on to the Tenant copies of all communications about insurance of the Building received from the Insurers or the Superior Landlord or from any person on their behalf and to provide a copy upon request by the Tenant of the plate glass insurance effected by the Landlord under the Superior Lease together with last premium receipt 4.4 on the request of the Tenant to take such insurance may ordinarily be arranged for properties such steps as the Property Tenant may reasonably require to enforce (through the Superior Landlord) the covenants on the part of the Head Landlord and Management Company contained in clauses 4 5 and clauses 6.2 of the Head Lease so far as they remain outstanding and relate to the Premises and on the part of the Management Company contained in clause 6 of the Head Lease 4.5 To use it's reasonable endeavours at the Tenant's expense to obtain the consent of the Superior Landlord's whenever the Tenant makes application for property occupiers subject any consent required under this Lease whether the consent of both the Landlord and the Superior Landlord is needed by virtue of this Lease and the Headlease 4.6 To provide to the Tenant a copy of any notice served on the Landlord and relating to the Premises and provide a copy of the estimated service charges as soon as the same are received together with a copy of any revisions to the estimated service charges and a copy of the Service Charge Statement together with any other information given to the Landlord by the Superior Landlord under the Superior Lease 4.7 The Landlord shall at its own expense remedy any Latent Defects and any want of repair which is attributable to any such Latent Defects and the Landlord shall not recover or seek to recover from the Tenant any Contribution or other payment pursuant to this Lease in respect of any cost incurred by the Landlord in or incidental to the remedying of any Latent Defect or of any want of repair attributable to such excesses, exclusions or limitations as the insurer may require) in Latent Defect 4.8 To provide the following manner:services (unless unable to do so because of circumstances outside of its control): 4.2.1 in such substantial (a) maintaining repairing renewing reinstating and reputable insurance office where appropriate treating washing down painting and decorating the Common Parts; (b) inspecting servicing maintaining repairing amending overhauling or with such underwriter replacing and through such agency as insuring all apparatus plant machinery and equipment within the Landlord may common Parts from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but including without prejudice to the rights generality above stand by generators boilers and items relating to mechanical ventilation heating cooling and security; (c) maintaining repairing cleansing emptying draining amending and renewing all Conduits within the Building and all other conduits on any other adjoining property which serve the Building; (d) maintaining and renewing the fire alarms and ancillary apparatus and fire prevention and fire fighting equipment and apparatus in the Common Parts; (e) cleaning treating polishing heating and lighting the Common Parts to such standard as may be reasonably adequate; (f) providing such mechanical ventilation heating and cooling to the Common Parts for such hours and times of either party year as the Landlord shall in respect its reasonable discretion determine; (g) cleaning at least once a month the exterior and interior of any antecedent breaches all windows and window frames in the Building; (h) collecting and disposing of refuse from the Building; (i) providing and maintaining a reception facility to include without limitation an area on the ground floor of the provisions building for receiving visitors and guests properly furnished for such purposes and a reception desk which is manned between the hours of this Lease 0830 and any insurance monies 1800 inclusive during the days Monday to Friday inclusive; (j) providing hot and cold water to the toilet facilities and providing all other toilet requisites commonly found in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.toilet facilities

LANDLORD'S COVENANTS. 4.1 The THE Landlord HEREBY COVENANTS (but so that the covenant on the part of the Landlord is a covenant to do or not to do that which is covenanted for so long only as the Landlord remains entitled to the reversion immediately expectant on the determination of the Term) with the Tenant as follows: 5.1 that the Tenant paying the Rents hereby rents reserved by this Lease and performing and observing and performing the covenants and stipulations hereinbefore on the part of the Tenant contained on his behalf to be observed shall and in this Lease may peaceably and quietly possess hold and enjoy the Property Premises during the Term without any lawful interruption by the Landlord or any person lawfully claiming from through under or in trust for it or by any person with title paramount; 5.2 to use best endeavours to enforce the obligations of the Head Landlord in the Head Lease; 5.3 at the cost of the Tenant to use best endeavours to pursue and obtain consents and approvals required under itthe Head Lease following application made by the Tenant; 4.2 To comprehensively insure 5.4 wherever this Lease provides that any approval or consent or licence of the Property against Landlord is not to be unreasonably withheld, not to unreasonably withhold or delay such approval, consent or licence; 5.5 to observe and perform the Insured Risks conditions and covenants imposed on the tenant in clauses 3.1, 3.2, 4.1, 4.2, 4.4, 4.5, 4.14, 4.17, 4.23 (to the extent that such insurance may ordinarily Liabilities arise as a result of the act or default of the Landlord), 4.24 (in relation to any breach by the Landlord of its obligations under this clause), 4.27 and 6 of the Head Lease but so that the Landlord shall have no liability to the Tenant for any breach of this obligation where such breach arises by reason of a breach by the Tenant of the covenants and conditions to be arranged for properties such as observed and performed by the Property Tenant under this Lease; 5.6 at the request and for property occupiers subject cost of the Tenant to such excesses, exclusions or limitations as use all reasonable endeavours to enforce the insurer may require) obligations on the part of the Head Landlord contained in the following manner: 4.2.1 management agreement referred to in such substantial clause 4.31.3 and reputable insurance office or with such underwriter and through such agency as those of the Landlord may from time parties to time selectthe deeds referred to in paragraph 2 of the fifth schedule; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) 5.7 as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior supply to the expiration Tenant a copy of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of notice served on the Landlord in which event either party may at relation to the Premises (including any time after the expiration of such period terminate this Lease notice served by the service of not less than three months’ notice in writing but without prejudice Head Landlord); 5.8 as soon as reasonably practicable following written request to provide to the rights of either party Tenant such contact details in respect of any antecedent breaches of relation to the provisions of this Lease and any insurance monies in respect of the Property shall be retained Head Landlord as are then held by the Landlord; and 4.2.3 to produce for inspection by 5.9 not without the consent of the Tenant on written demand (but no more than once in any calendar yearsuch consent not to be unreasonably withheld or delayed) a copy to give approval to the Head Landlord’s sign pursuant to paragraph 5 of part 2 of the up First Schedule to date insurance policy and insurance schedulethe Head Lease.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that Subject to the Tenant paying the Rents hereby reserved rent including insurance rent {and the Tenant's Contribution} and performing and observing the several covenants on the Tenant's part and performing the conditions herein contained the Landlord hereby covenants with the Tenant (1) That the Tenant shall have quiet enjoyment of the Community Centre against the Landlord and stipulations hereinbefore contained on his behalf all persons claiming title through the Landlord (2) To keep the Community Centre insured against such perils including loss or damage by fire and in such minimum sum as the Landlord's Surveyor shall determine including two year's loss of rent architects and surveyors fees PROVIDED that the Tenant shall have the right to require the Landlord to increase the amount for which the Community Centre are insured or to require the Landlord to increase the scope or extent of the perils covered by the Landlord's Insurance Policy by giving to the Landlord's Surveyor not less than fourteen days Notice of the Tenant's desire to increase such insurance as aforesaid Upon receipt of such Notice the Landlord shall cause the insurance cover to be observed so increased and shall and may peaceably and quietly possess and enjoy be entitled to recover the Property during additional premium from the Term without any lawful interruption by Tenant in accordance with Clause 6(3) hereof The Landlord shall cause all insurance monies received other than for loss of rent to be laid out in making good the Landlord damage for which the money has been received or any person lawfully claiming from or under it 4.2 To comprehensively insure rebuilding the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement Community Centre as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees PROVIDED (together with the VAT payable thereona) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT that the Landlord shall not be liable to carry out the reinstatement if it is unable Tenant for any delays in such making good or rebuilding caused by strikes lock outs restrictions imposed by the Government or other Authority or by shortage of labour or materials or other cause beyond the Landlord's control (having used reasonable endeavoursb) prior to that the expiration of Tenant shall allow the period for which insurance of loss of Rent is effected to obtain every requisite planning permission Landlord the Landlord's workmen and consent employees and such other persons as are necessary to execute enter upon the relevant work Community Centre for the purpose of making good or if reinstating the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.same as aforesaid

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that Subject to the Tenant paying the Rents Rent hereby reserved and observing and performing all of its obligations hereunder and subject to the terms of the Head Lease, the Landlord hereby covenants and stipulations hereinbefore contained on his behalf agrees with the Tenant as follows: (a) to pay to the OMCIAA the rent and other monies reserved by and in the manner provided for under the Head Lease; (b) to observe and perform the obligations of the tenant under the Head Lease (except to the extent that the Tenant is required to observe and perform such obligations in respect of the Premises); (c) to enforce its rights as tenant under the Head Lease in respect of all of the covenants, provisos, conditions and agreements which are to be observed and performed by the OMCIAA pursuant to the provisions of the Head Lease if the Tenant provides its written approval to such enforcement as same relates to the Premises, provided that the Tenant will pay to the Landlord on demand all of the Landlord’s reasonable costs, expenses and disbursements incurred in doing so as same relate to the Premises only; (d) that upon the Tenant paying the Rent hereby reserved and observing and performing all of its obligations hereunder and subject to the terms of the Head Lease, the Tenant shall and may peaceably peacefully and quietly possess and enjoy the Property during Premises for the Term without any lawful interruption interruption, hindrance or disturbance by the Landlord or any other person lawfully or persons claiming from or under it; 4.2 To comprehensively insure (e) except with respect to any fraudulent, negligent or unlawful act or omission or wilful misconduct of the Property Tenant or those for whom it is at law responsible, to indemnify and save harmless the Tenant from and against all actions, proceedings, damages, losses, costs, charges, expenses, claims, demands, liabilities and obligations arising from any omission by the Insured Risks Landlord to pay when due the Landlord’s rent reserved under the Head Lease (unless the Tenant has failed to pay the Rent then due to the Landlord under this Lease) or arising from a breach of any of the Landlord’s covenants as tenant under the Head Lease (other than those required to be performed and observed by the Tenant with respect to the Premises pursuant to the terms of this Lease); and (f) to promptly provide the Tenant with a copy of all notices received by the Landlord from the OMCIAAto the extent that such insurance may ordinarily be arranged for properties such as notices affect the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedulePremises.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that Tenant: 5.1 That the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess hold and enjoy the Property Demised Premises during the Term without any lawful interruption by the Landlord or any person lawfully claiming from under or in trust for it. 5.2 To use reasonable endeavours, at the request and cost of the Tenant, to procure that the landlord under itthe Superior Lease observes and performs the covenants imposed on the landlord in the Superior Lease and to make any application for consent to the Superior Landlord as requested by the Tenant (but only at the Tenant’s expense). 4.2 5.3 To comprehensively insure observe and perform the Property against tenant’s covenants contained in the Insured Risks (Superior Lease, save to the extent that the Tenant covenants to observe and perform such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in obligations under this Lease. 5.4 To provide the following services: (a) so often as may be necessary and appropriate to repair, clean, repoint, decorate, and paint in a good and workmanlike manner: 4.2.1 (i) the structure of the Building including the roof and its structural parts, the foundations, the external walls and any internal structural walls and the walls which bound the Common Parts (but not the interior faces of any walls bounding any Lettable Space) the structural slabs and joists of the floors and ceilings, and any boundary walls and fences; (ii) the Conducting Media in under and upon the Building (other than those comprised in or exclusively serving the Demised Premises or any Lettable Space) capable of being used by the Tenant in common with others; (iii) the boilers and the heating and air-conditioning/circulating systems and hot water apparatus (if any) and security systems in the Building (except any now or hereafter installed which exclusively serve the Demised Premises or any Lettable Space, and which do not comprise part of a general heating or air-conditioning and/or circulating system serving the Building) capable of being used by or benefitting the Tenant in common with others, AND PROVIDED THAT if the Landlord is obliged under the Superior Lease at any time during the Term, or at the end of the Term to replace or renew the standby generator in the Demised Premises, the Landlord’s obligation in that respect will be satisfied by the provision of a standby generator with a capacity of 750kva rather than a standby generator having a capacity equivalent to that of the existing standby generator; and (iv) the lifts, lift shafts, escalators and machinery (if any) and the passages, landings and staircases and other areas within the Building capable of being used for access by the Tenant in common with others; (b) during Business Hours (and during such substantial and reputable insurance office or with such underwriter and through such agency additional hours as the Landlord Tenant shall reasonably request at the sole cost of the Tenant) to provide the Demised Premises and Common Parts with heating, ventilation and air conditioning so that suitable and proper temperatures may be provided in accordance with the operating and design specification of the Plant; and (c) to keep the lifts operational, and the entrances and passageways and corridors within the Common Parts which may reasonably be expected to be used for access by the Tenant, clean and reasonably lit. 5.5 To provide, manage and operate such of the other services mentioned in Part A of Schedule 8 hereto as shall from time to time select;be reasonably necessary or desirable in accordance with the principles of good estate management. 4.2.2 for 5.6 Not to permit any subletting under clause 2.21(c) of the full costs of rebuilding, refurbishment or reinstatement as Superior Lease which could restrict the case may Tenant’s ability to allow the Demised Premises to be and loss occupied by a maximum of three years’ Rent and architects’, surveyors’ and other professional fees occupiers (together with including the VAT payable thereonTenant) and pursuant to lay out all money received in respect clause 1.21(a) of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleSchedule 2.

LANDLORD'S COVENANTS. 4.1 The Landlord THE LANDLORD AND THE MANAGEMENT COMPANY HEREBY COVENANTS with the Tenant that COVENANT WITH THE TENANT; QUIET ENJOYMENT 6.1 That the Tenant paying the Rents rent hereby reserved and performing and observing and performing the several covenants and stipulations hereinbefore conditions and agreements herein contained and on his behalf its part to be performed and observed shall and may peaceably and quietly possess hold and enjoy the Property during the Term premises hereby demised without any lawful interruption by the Landlord or its assigns or any person lawfully purchaser claiming from under or under in trust for it. 4.2 To comprehensively insure 6.2 SUBJECT to the Property landlord being able to effect insurance against any one or more of the Insured Risks risks hereinafter specified AND SUBJECT always to such exclusions excesses and limitations as are normal and as may be imposed by the Landlord's insurers for the time being hereof to procure that the Demised Premises is insured in the name of the Landlord and all Landlord's fixtures and fittings therein or thereon including glass are kept insured in the full reinstatement cost (to be determined from time to time by the extent that such insurance may ordinarily be arranged for properties such as the Property Landlord or its surveyor and for property occupiers including an inflationary factor subject to the Tenant's right to require the Landlord to insure for a higher amount than the full reinstatement cost as determined by the Landlord (against damage by fire, explosion, lightning, impact, earthquake, aircraft, frost, floods, landslip, storm and tempest, terrorism, riot, civil commotion and malicious damage or bursting or over-flowing of water tanks, apparatus or pipes, corrosion of pipes, melting of pipes, melting of cables and including demolition and site clearance expenses, Architects and other fees and taxes in relation to the reinstatement of the Demised Premises and all stamp duties exigible on any building or like contract as may be entered into relative to the reconstruction reinstatement or repair of the Demised Premises or any part thereof resulting form the destruction loss or damage thereof or thereto from any of the perils aforesaid and public liability and three years loss of rent and service charge (subject to quotation) and against such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency other risks as the Landlord may from time to time select; 4.2.2 consider prudent and desirable (all such perils and risks for the full costs time being so covered by insurance are herein called "the insured risks") and such risks may be covered by any policy or policies of rebuilding, refurbishment or reinstatement insurance as the case Landlord may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with consider appropriate. For the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions purpose of this Lease and any insurance monies in respect of Clause, the Property shall be retained expression "the Demised Premises" does not include (unless otherwise specified by the Landlord; and 4.2.3 to produce for inspection ) any additions, alterations or improvements carried out or being carried out by the Tenant on written demand (but no more than once in any calendar year) a copy of to the up to date insurance policy and insurance scheduleDemised Premises.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that that: the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy have quiet enjoyment of the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against Landlord except as otherwise permitted by this lease; and the Insured Risks Landlord will maintain, repair, light, cleanse and renew the Common Parts. The Landlord will not obstruct nor permit an obstruction of the Road provided that the Landlord may on not less than seven (7) days prior written notice to the Tenant (except in emergency) temporarily and only to the extent that necessary for the purposes of carrying out works to the Estate obstruct or close the whole or part of the Road subject to any such insurance may ordinarily be arranged obstruction or closure being for properties such as the minimum period reasonably possible and the Landlord taking all appropriate measures to minimise any disruption to the Tenant. The Landlord must, when entering the Property to exercise any Landlord’s rights and for property occupiers subject to shall procure that anyone exercising such excesses, exclusions rights on behalf of or limitations as under the insurer may require) authorisation of the Landlord must: give the Tenant at least three Working Days’ prior notice (except in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as case of emergency, when the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement must give as the case much notice as may be and loss reasonably practicable); observe any reasonable requirements of three years’ Rent and architects’, surveyors’ and other professional fees the Tenant which are notified to the Landlord (together with but where that includes being accompanied by the VAT payable thereon) and Tenant’s representative the Tenant must make that representative available); observe any specific conditions to lay the Landlord’s entry set out all money received in respect of such insurance (except sums for loss of Rent and professional fees) this Lease; cause as little interference to the Tenant’s business as reasonably practicable; cause as little physical damage as reasonably practicable; repair any physical damage that the Landlord causes as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable practicable; where entering to carry out works, obtain the reinstatement if it is unable (having used reasonable endeavours) prior Tenant’s approval to the expiration location, method of working and any other material matters relating to the preparation for, and execution of, the works, such approval not to be unreasonably withheld or delayed; remain upon the Property for no longer than is reasonably necessary; and where reasonably practicable, exercise any rights outside the normal business hours of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleProperty.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with hereby covenants that subject to the Tenant that payment of Rent and to the Tenant paying observance and performance of the Rents hereby reserved and observing and performing the terms, covenants and stipulations hereinbefore conditions contained in the Lease on his behalf the part of the tenant therein to be observed shall and performed, the Assignee may peaceably enter into and quietly possess upon and hold and enjoy the Property during Premises for the residue of the Term granted by the Lease for its own use and benefit without any lawful interruption by the Landlord or by any person lawfully whomsoever claiming from through or under itthe Landlord. The Landlord hereby represents, warrants and covenants to the Assignee that: 4.2 To comprehensively insure (a) the Property Lease is in good standing and in full force and effect in accordance with its terms and has not been modified or amended; (b) the Landlord is holding to the credit of the Assignor the sum of $17,893.33 as a security deposit and/or last month's rent; (c) to the best of the Landlord's information and belief without having made any inquiry, the Assignor has observed and performed all covenants and provisions on its part contained in the Lease and is not in default thereunder, nor is the Landlord aware of any default by the Landlord under the Lease or any circumstances which could give rise to any default by the Landlord or the Assignor under the Lease; (d) the Landlord does not currently claim any set-off, defence or counter-claim against the Insured Risks performance by it of any of its obligations under the Lease; (e) the Premises are comprised of approximately 53,680 square feet of building space; (f) all rents and other payments required to be made pursuant to the extent that such insurance may ordinarily be arranged for properties such as Lease have been paid up to the Property and for property occupiers subject to such excessesfirst day of May, exclusions or limitations as the insurer may require1999; (g) notwithstanding any provision in the following manner:Lease to the contrary or the assignment of the Lease by the Assignor to the Assignee, the option to extend the term of the Lease contained in section 9 of Schedule D of the Lease shall continue to be in full force and effect, and the Assignee shall be entitled to exercise such option in accordance with the provisions set out in said section 9 of Schedule D of the Lease; 4.2.1 in such substantial (h) there is no agreement between the Assignor and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for other than as is contained in the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior Lease pertaining to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control obligations of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to and the rights of either party in respect of any antecedent breaches the Assignor relating to the use and occupation of the provisions Premises by the Assignor; (i) the Landlord knows of this Lease and any insurance monies in no litigation or governmental or municipal proceedings commenced, pending or threatened against the Landlord with respect to the Premises or which if decided against it, would adversely impair its ability to comply with the terms of the Property shall be retained by the LandlordLease; and 4.2.3 to produce for inspection (j) the Landlord shall, upon request by the Tenant on written demand Assignee made after the Effective Date, make reasonable efforts to obtain from The Great-West Life Assurance Company (but no more than once in any calendar yearthe "Mortgagee") a copy non-disturbance agreement on the Mortgagee's customary terms, such agreement to be procured at the sole cost and expense of the up to date insurance policy Assignee. The Landlord acknowledges that the Assignee is relying an each of the representations, warranties and insurance schedulecovenants set out in this Section.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with i) So long as the Tenant that the Tenant paying the Rents hereby reserved shall observe and observing and performing perform the covenants and stipulations hereinbefore contained agreements binding on his behalf to be observed it hereunder, the Tenant shall and may peaceably at all times during the term herein granted, peacefully and quietly possess have and enjoy possession of the Leased Premises without any encumbrance or hindrance by, from or through the Landlord. ii) The Landlord shall pay all Real Property Taxes charged against the Facility. iii) To heat the Facility at the Landlord’s expense between the 15th day of October and 1st day of May next ensuring in each year in such manner as to keep the Facility at a reasonable temperature for the reasonable use thereof by the Tenant during reasonable business hours except during the Term without making of repairs, and in the case the boilers, engines, pipes or other apparatus or any lawful interruption of then used in effecting the heating of the said Facility at any time become incapable of heating the Facility as aforesaid, or damaged or destroyed, to repair said damage or replace said boilers, engines, pipes or apparatus or any of them or (at the option of the Landlord) substitute other heating apparatus therefore within a reasonable time. iv) To provide, at the Landlord’s expense, a normal supply of cold water to the Leased Premises and to all other parts of the Facility where the same are required for its proper operations. v) To provide, at the Landlord’s expense, air-conditioning as necessary to all parts of the Facility between May 1 and October 15 in each year. vi) To provide, at the Landlord’s expense, adequate lighting for the Common Facilities but not for the Leased Premises. vii) To provide and maintain parking areas for use in the conduct of all businesses in the Facility. viii) To provide, at the Landlord’s expense, an annual report on the operation and condition of the HVAC system by a recognized HVAC mechanical contracting firm, if requested by the Tenant. B) It is understood that the Landlord does not warrant that any of the services referred to above, or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as other services which the Landlord may supply, will be free from time to time select; 4.2.2 for the full costs of rebuildinginterruption, refurbishment Tenant acknowledging that any one or reinstatement as the case more such services may be and loss suspended by reason of three years’ Rent and architects’accident or of repairs, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing alterations or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent improvements necessary to execute the relevant work be made, or if the reinstatement shall be prevented by strikes or frustrated for any other lockouts, or by reason of operation of law, or causes beyond the reasonable control of the Landlord. Any such interruption or discontinuance of service shall never be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, or any part thereof, or render Landlord in which event either party may at any time after liable to Tenant for damages or abatement of rent or otherwise, or relieve the expiration Tenant from performance of such period terminate Tenant’s obligations under this Lease by the provided such interruption or discontinuance of service of is not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained caused by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule’s willful negligence.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant that Subject to the Tenant paying the Rents rents referred to and complying with the terms of this Underlease the Landlord hereby reserved and observing and performing covenants with the covenants and stipulations hereinbefore contained on his behalf to be observed shall and Tenant as follows: 5.1 the Tenant may peaceably and quietly possess hold and enjoy the Property Demised Premises during the Term without any lawful interruption by the Landlord or any person lawfully rightfully claiming from through under or under in trust for it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers 5.2 subject to payment of the Service Charge to provide such excesses, exclusions or limitations as of the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency Services as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be reasonably deem necessary and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together in accordance with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged good estate management PROVIDED THAT the Landlord shall not be liable in breach of this covenant if: 5.2.1 it fails to carry out provide any service for reasons beyond its reasonable control; or 5.2.2 the reinstatement if it Landlord is unable (having used reasonable endeavours) prior to the expiration not given written notice of the period breach in question and is otherwise unaware of the same 5.3 in performing its obligations under this clause the Landlord shall be entitled to employ such agents contractors or other persons as it may think fit and to delegate its duties and powers to them, the reasonable and proper fees and expenses of such employment to form part of the Service Cost 5.4 the Landlord may in its reasonable discretion add to extend vary or withhold from time to time any of the services specified in the Sixth Schedule respectively in accordance with the principles of good estate management and if the Landlord shall consider it desirable to do so for which insurance the more efficient management operation or security of loss the Building 5.5 to pay the rents reserved by the Headlease and insofar as the Tenant is not liable for such performance under the terms of Rent is effected this Underlease to perform and observe the covenants and conditions contained in the Headlease on the part of the tenant and at the request of the Tenant to take reasonable steps to enforce the covenants of the landlord contained in the Headlease 5.6 at the request and cost of the Tenant to take reasonable steps to obtain every requisite planning permission and the consent necessary to execute of the relevant work or if Superior Landlord where the reinstatement shall be prevented or frustrated Tenant makes any application for any other reason beyond consent required under this Underlease and where the control consent of both the Landlord and the Superior Landlord is needed by virtue of this Underlease and the Headlease 5.7 at the request of the Tenant to take reasonable steps to enforce the covenants of the Landlord and Trinity College (CSP) Limited contained in which event either party may the Headlease 5.8 at any time after the expiration request of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice Tenant to apply to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce Superior Landlord for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up policy or policies of insurance effected by the Superior Landlord pursuant to date insurance policy paragraph 2 of Schedule 5 of the Headlease and insurance schedule.to supply a copy to the Tenant upon receipt

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that Tenant: (a) That so long as the Tenant is paying the Rents rent hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and its part contained, the Tenant may peaceably and quietly possess and enjoy the Property during Demised Premises for the Term hereby granted, without any lawful interruption by or disturbance from the Landlord Landlord, or any other person or persons lawfully claiming by, from or under itthe Landlord; 4.2 To comprehensively insure (b) The Tenant shall have the Property against right, upon first obtaining the Insured Risks (to written consent of the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excessesLandlord, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time selectto make alterations and changes in the interior of the Demised Premises as it may find necessary for its purposes and at its own expense, including but without limiting the generality of the foregoing, the erection of partitions and installation of lighting fixtures, and provided that such alterations do not cause irreparable damage to the Demised Premises and provided that the same shall be done and made in a good and workmanlike manner. In the event that such alterations shall affect the structural integrity of the Demised Premises, then plans for such alterations or changes shall be delivered to the Landlord and the prior consent of the Landlord in writing shall be obtained, which consent may be unreasonably or arbitrarily withheld notwithstanding any statutory or other authority to the contrary. All such partitions and lighting fixtures and other alterations shall be Tenant's fixtures and shall be removed by the Tenant unless the Landlord otherwise directs. On such removal, the Tenant shall restore the interior of the Demised Premises to their former condition immediately prior to the installation of such alterations or changes, including the restoration of such standard fixtures as may have been installed by the Landlord; 4.2.2 for (c) The Tenant shall have the full costs right at its own expense to attach, paint or display such signs, signboards, posters, flags or other advertisements or decorations in or about the Demised Premises provided that the Tenant shall have first obtained the consent in writing of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord thereto, such consent not to be unreasonably or arbitrarily withheld, and provided that the same shall not be liable to carry out removed by the reinstatement if it is unable (having used reasonable endeavours) prior to Tenant at the expiration of the period Term and the Tenant shall thereupon restore the Demised Premises to their former condition. The parties acknowledge and agree that the Landlord is interested in a greater amount of real property than the Demised Premises and, accordingly, reserves the right to regulate all signs, signboards, posters, flags, advertisements or other decorations in its sole and entire discretion in order to maintain a uniformity in the area and to protect the aesthetics thereof for which insurance the benefit of loss its own interest and those of Rent is effected the Tenant and other interested persons, and that the aforesaid covenant by the Landlord not to obtain every requisite planning permission and unreasonably or arbitrarily withhold its consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond construed accordingly. The Landlord shall have the control of the Landlord in which event either party may right at any time after and from time to time during the expiration of such period terminate this Lease by Term to place upon the service of not less than three months’ Demised Premises a notice in writing but without prejudice to stating that the rights of either party in respect of Demised Premises are for sale and at any antecedent breaches time during the last six months of the provisions of this Lease Term that the Demised Premises are for rent and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of shall not remove such sign or notices or permit the up same to date insurance policy and insurance schedulebe removed.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that Tenant: (a) That so long as the Tenant is paying the Rents rent hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and its part contained, the Tenant may peaceably and quietly possess and enjoy the Property during Demised Premises for the Term hereby granted, without any lawful interruption by or disturbance from the Landlord Landlord, or any other person or persons lawfully claiming by, from or under itthe Landlord; 4.2 To comprehensively insure (b) The Tenant shall have the Property against right, upon first obtaining the Insured Risks (to written consent of the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excessesLandlord, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time selectto make alterations and changes in the interior of the Demised Premises as it may find necessary for its purposes and at its own expense, including but without limiting the generality of the foregoing, the erection of partitions and installation of lighting fixtures, and provided that such alterations do not cause irreparable damage to the Demised Premises and provided that the same shall be done and made in a good and workmanlike manner. In the event that such alterations shall affect the structural integrity of the Demised Premises, then plans for such alterations or changes shall be delivered to the Landlord and the prior consent of the Landlord in writing shall be obtained, which consent may be unreasonably or arbitrarily withheld notwithstanding any statutory or other authority to the contrary. All such partitions and lighting fixtures and other alterations shall be Tenant’s fixtures and shall be removed by the Tenant unless the Landlord otherwise directs. On such removal, the Tenant shall restore the interior of the Demised Premises to their former condition immediately prior to the installation of such alterations or changes, including the restoration of such standard fixtures as may have been installed by the Landlord; 4.2.2 for (c) The Tenant shall have the full costs right at its own expense to attach, paint or display such signs, signboards, posters, flags or other advertisements or decorations in or about the Demised Premises provided that the Tenant shall have first obtained the consent in writing of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord thereto, such consent not to be unreasonably or arbitrarily withheld, and provided that the same shall not be liable to carry out removed by the reinstatement if it is unable (having used reasonable endeavours) prior to Tenant at the expiration of the period Term and the Tenant shall thereupon restore the Demised Premises to their former condition. The parties acknowledge and agree that the Landlord is interested in a greater amount of real property than the Demised Premises and, accordingly, reserves the right to regulate all signs, signboards, posters, flags, advertisements or other decorations in its sole and entire discretion in order to maintain a uniformity in the area and to protect the aesthetics thereof for which insurance the benefit of loss its own interest and those of Rent is effected the Tenant and other interested persons, and that the aforesaid covenant by the Landlord not to obtain every requisite planning permission and unreasonably or arbitrarily withhold its consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond construed accordingly. The Landlord shall have the control of the Landlord in which event either party may right at any time after and from time to time during the expiration of such period terminate this Lease by Term to place upon the service of not less than three months’ Demised Premises a notice in writing but without prejudice to stating that the rights of either party in respect of Demised Premises are for sale and at any antecedent breaches time during the last six months of the provisions of this Lease Term that the Demised Premises are for rent and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of shall not remove such sign or notices or permit the up same to date insurance policy and insurance scheduleberemoved.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY THE LANDLORD COVENANTS with the Tenant that as follows: (a) For quiet enjoyment. (b) No material changes, alterations or additions shall be made to the Leased Premises by Tenant without the prior written approval of landlord, which approval shall not be unreasonably withheld conditioned or delayed. Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within seven (7) days after receipt thereof, and if Landlord fails to disapprove such plans and drawings by notice in writing to Tenant within such time, they shall be deemed approved. All changes, alterations and additions, regardless of value, shall comply with the applicable provincial, regional and municipal laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may be required to do the work contemplated in this Paragraph 13(b). Notwithstanding the foregoing, the Tenant paying shall have the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may right from time to time select; 4.2.2 to make non-structural alterations and changes and installations not affecting the structure in the interior of the leased Premises as it may find necessary for its purpose and at its own expense, without requiring the Landlord’s written consent, provided that, such changes or alterations cost less than $25,000.00. Plans for such alterations or changes shall be delivered to the Landlord and the consent of the landlord in writing, where required, shall first be obtained, such consent not to be unreasonably or arbitrarily withheld; provided that Tenant obtains necessary permits from all governmental agencies having jurisdiction and Tenant supplies copies to Landlord of all permits; provided that upon the termination of this lease Tenant, if requested in writing by the Landlord, shall restore the interior of the Leased Premises or portions thereof to its former condition immediately prior to the installation of such alterations or changes, reasonable wear and tear excepted, not inconsistent with the maintenance of the building of which the Leased Premises forms a part as first class industrial Leased Premises having regard for the then age of the building, including the restoration of such standard fixtures as may have been installed by the Landlord, and if not so requested in writing by the Landlord any such changes or alterations shall become the property of the Landlord. (c) That the Landlord has in it good right, full costs power and absolute authority to let the Leased Premises with their appurtenances according to the true intent of rebuildingthis indenture, refurbishment or reinstatement and that it will execute such further assurances with respect thereto as the case may be and loss reasonably required. (d) The Landlord shall make all structural repairs to the Leased Premises, including those to the roof, provided that in the event that such major structural repairs are necessitated by the negligence or willful acts or omission of three years’ the Tenant then the Tenant shall pay to the Landlord as Additional Rent and architects’, surveyors’ and other professional fees (forthwith upon demand the cost of all such structural repairs together with the VAT payable thereonLandlord’s administrative Landlord agrees not to place any signs on the roof of the demised Leased Premises but shall be entitled to place communication equipment on the roof if the Landlord so desires. (e) The Landlord shall indemnify and hold harmless the Tenant for all loss, damage, cost, expense or liability (including reasonable attorneys’ fees, expenses and disbursements) incurred by Tenant arising out of or in connection with any injury to, or death of, any person, or damage to lay out all money or destruction of property occurring in, on, or about the Leased Premises and which injury, death, damage or destruction is caused by the acts or omissions of Landlord or Landlord’s employees, agents, contractors, subcontractors, invitees, licensees or other authorized representatives. The Landlord’s obligation under this Section to indemnify and hold the Tenant harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received in respect by the Tenant. (f) So as long as the Landlord is a non-resident of such insurance Canada within the meaning of the Income Tax Act (except sums for loss of Rent and professional fees) Canada), as soon as reasonably practicable in rebuildingamended from time to time, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable deliver to carry out the reinstatement if it is unable (having used reasonable endeavours) Tenant, prior to the expiration day on which the first payment of Rent and/or Additional Rent becomes payable in each calendar year, written confirmation from the period Canada Revenue Agency (“CRA”), that CRA has approved the NR6 Undertaking, failing which the Tenant may withhold the applicable amount on account of tax for which insurance of loss of Rent is effected it may become liable to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration CRA from its payment of such period terminate Rent and/or Additional Rent pursuant to this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on until it receives such written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleconfirmation.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY 6.1 INSURANCE AND THE LANDLORD COVENANTS with the Tenant as follows:- (a) Subject to the necessary insurance cover being available from a reputable insurance company on the insurance market in the Republic of Ireland to effect insurance at economically competitive rates (procuring waiver from the Insurers of subrogation rights against the Tenant) all times throughout the said Term (and the Landlord shall notify the Tenant of any material changes in the policy) in a sum not less than the full reinstatement cost (to be determined from time to time by the Landlord) the premises and all additions and fixtures of an insurable nature including additions and fixtures (other than those which the Tenant or other tenants are entitled to remove) made by the Tenant or other tenants in accordance with the provisions of this Lease against loss or damage by the Insured Risks and to produce to the Tenant on demand the policy or policies of such insurance and the receipt for the current premiums. (1) that the Landlord shall procure that all monies received from the Tenant as insurance contributions are applied towards the payment of the insurance premium in respect of the premises; (2) that in case the Demised Premises or any part thereof shall from time to time be destroyed or damaged by any of the Insured Risks then provided insurance cover against such perils has been obtained as aforesaid (and subject to the previous compliance by the Tenant with the provisions of Clause 5.2 hereof) the Landlord shall take such steps as may be requisite and proper to obtain any necessary planning permission, fire safety certificate and other consents under any regulations or enactment for the time being in force to enable the Landlord to rebuild and reinstate same and will, as soon as such planning permission, fire safety certificate and other consents have been obtained rebuild, reinstate, replace and make good the same. The Landlord will at all convenient speed take such steps as may be requisite and proper to obtain any Planning Permission or other permits and consents that maybe required under the Planning Acts or other Statute for the time being in force to enable the Landlord to rebuild and reinstate the Demised Premises and will as soon as these have been obtained, spend and layout all the insurance monies received by the Landlord (except sums in respect of loss of rent) in rebuilding or reinstating such part or all of the Demised Premises so damaged or destroyed, making up any difference between the cost of rebuilding and reinstating and the monies received out of the Landlord's own money provided that the Landlord shall not be liable to rebuild or reinstate any part of the Demised Premises in respect of which the Landlord is unable (having used all reasonable endeavours) to obtain all Planning Permission, permits and consents necessary to execute such rebuilding and reinstating then the Landlord shall be entitled to retain all the insurance monies received by the Landlord. (b) If after the commencement of the said Term the Demised Premises or any part thereof shall be destroyed or damaged by any of the insured perils so as to be unfit for occupation or use by the Tenant for the purpose of its business at the Demised Premises and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of the policy monies refused in whole or in part in consequence of any act or default of the Tenant the rent hereby reserved or a fair proportion thereof according to the nature and extent of the damage sustained shall be suspended until the Demised Premises shall have again been rendered fit for occupation or use by the Tenant. PROVIDED THAT if any question shall arise whether the Demised Premises or any part thereof shall have been destroyed or damaged by or by reason of fire or any other insured risk so as to interfere with the beneficial occupation thereof within the aforesaid proviso or what proportion of rent ought to be allowed to the Tenant on account thereof such question shall be referred to some practising Chartered Surveyor to be agreed by the Landlord and Tenant or in default of agreement to be nominated by the Chairman or acting Chairman for the time being of the Society of Chartered Surveyors of Ireland and the decision of such Chartered Surveyor shall be final and conclusive and in so deciding such Chartered Surveyor shall be deemed to be acting as an arbitrator not as an expert and accordingly the laws relating to arbitration shall apply and all fees and expenses of such Chartered Surveyor shall be borne by the Tenant. AND FURTHER PROVIDED THAT if the Demised Premises or any part thereof is not reinstated after three (3) years following its destruction the Tenant will then be entitled to terminate this Lease by serving on the Landlord written notice of its intention so to do whereupon the Lease shall be at an end have no further force or effect but without prejudice to any claim of either party arising from the antecedent breach by the other for the covenants on its part or the conditions in this Lease contained (c) That the Tenant paying the Rents hereby reserved rent or increased rent for the Demised Premises and the contribution to the insurance premium and service charge and observing and performing the several covenants and stipulations hereinbefore herein on its part contained on his behalf to be observed shall and may peaceably and quietly possess hold and enjoy the Property during the Term Demised Premises without any lawful interruption by the Landlord or any person lawfully rightly claiming from under or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 trust for the full costs of rebuildingLandlord. 6.2 LANDLORDS CONSENT ----------------- Where this Lease states that on an application for consent or approval by the Tenant, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable withhold such consent or approval unreasonably the Landlord covenants with the Tenant that it will not unreasonably withhold or delay its consent to carry out or seek to impose unreasonbale conditions on the reinstatement if it is unable (having used reasonable endeavours) prior to matter or matters that are the expiration subject of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleTenants application.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS Landlords hereby covenants with the Tenant that as follows : (a) That in consideration of the Tenant duly paying the Rents rent hereby reserved and observing and performing the several covenants and stipulations hereinbefore contained on his behalf to be observed herein the Tenant shall and may peaceably and quietly possess hold and enjoy the Property Demised Premises during the said Term without any lawful interruption disturbances by the Landlord Landlords or any person lawfully claiming from under or under it 4.2 To comprehensively insure in trust for the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time selectLandlords; 4.2.2 for (b) At all times throughout the full costs of rebuildingTerm hereby created to keep the Demised Premises insured (excluding the Tenant's fixtures, refurbishment fitting, furniture and stocks) against loss or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) damage by fire and to lay out pay all money received in respect premiums incurred; (c) To pay all present and future quit rent, assessment, property tax or other rates and impositions of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease like nature by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies whatsoever name levied in respect of the Property Demised Premises; (d) To keep the main structure the main drains and the main pipes and the external wall of the Demised Premises in good and tenantable repair and conditions unless it is damaged by malicious negligence or careless acts or omissions of the Tenant its servants employees agents invitees or licensees; (e) To refund the Rent Deposit to the Tenant within fourteen (14) days after the Tenant shall be retained by have: (i) yielded up vacant possession of the LandlordDemised Premises to the Landlords in good and substantial repair and condition and in accordance with the covenants herein contained; and 4.2.3 (ii) provided evidence satisfactory to produce for inspection the Landlords that it has settled all arrears of Rent. PROVIDED in default of the aforesaid the Landlords shall be at liberty to deduct therefrom such sum or sums as may be required to cover all arrears of Rent and the cost of carrying out any repair that should have been undertaken by the Tenant; (f) Notwithstanding anything in this Agreement, the Landlords shall ensure that the Tenant on written demand is permitted to carry out renovations and alterations, (but no more than once structural or otherwise), and create partitions in (whether permanent or temporary) to the Demised Premises or any calendar year) a copy part thereof in accordance with the business requirements of the up to date insurance policy and insurance scheduleTenant.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS shall, without cost to Tenant, correct any defects in design, materials, workmanship or performance in the work performed by Landlord in constructing (i) the Buildings and related facilities in accordance with Article III of the Tenant Second Amendment and Restatement of Lease, notice of which defects Landlord has been given notice before or during the first five full calendar years of the Term, and (ii) the basic structural elements of the Buildings (e.g., roof, exterior walls, floor slabs and foundations) during the Initial Term which do not result from ordinary wear and tear of such structural elements; provided Landlord shall not be required to correct any such defects until notice of such defects is received by Landlord. 4.2 Landlord covenants that Landlord has the Tenant right to make this Lease and that Tenant, on paying the Rents hereby reserved and observing rent and performing the covenants and stipulations hereinbefore contained on his behalf to be observed tenant obligations in this Lease, shall and may peaceably peacefully and quietly possess have, hold and enjoy the Property during Premises and the Term without appurtenant rights in Section 2.2, subject to all of the terms and provisions hereof. 4.3 Landlord recognizes that the special nature of Tenant's use of the Premises requires special security requirements. Accordingly, any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (other provision of this Lease to the extent contrary notwithstanding, Landlord agrees that any rights reserved to it to enter the Premises shall take due account of such security requirements, and that except in case of emergency when prior notice is not possible Landlord will not exercise such rights without reasonable prior notice to Tenant and that at all times Landlord shall exercise reasonable diligence when in the Premises to avoid unnecessary inconvenience to Tenant. 4.4 Landlord shall carry such insurance may ordinarily be arranged for properties such upon the Buildings as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for be required by any Institutional Mortgagee holding a first mortgage thereon and in any event insurance against loss by fire and the full costs hazards now covered by extended coverage #4 endorsement in an amount at least equal to 80% of rebuildingthe replacement value of the Buildings, refurbishment exclusive of foundations, with an agreed amount endorsement (including insurance against loss in case of fire or reinstatement casualty of monthly installments of fixed rent and any additional rent which may become due under Section 2.6 and this Section 4.4). In the event Landlord is carrying such insurance, (a) Landlord shall also carry such additional insurance upon the Buildings as the case Tenant may be from time to time require and loss (b) Landlord shall supply copies and certificates of three years’ Rent and architects’, surveyors’ and other professional fees all such insurance (together with detailed itemization of all premiums therefor) to Tenant issued by or on behalf of the VAT payable thereon) insurers named therein by a duly authorized agent and containing the insurers' undertaking not to lay out all money received in respect of cancel such insurance or decrease the amount or scope of the coverage thereof without ten days' prior written notice to Tenant (except sums but no such undertaking shall name Tenant as an insured in said policies or create in Tenant any interest in them). In the event Landlord is carrying such insurance, Tenant shall pay as additional rent all premium's for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the insurance required to be carried by Landlord shall not be liable pursuant to carry out the reinstatement if it is unable (having used reasonable endeavours) this Section 4.4 prior to the expiration date when such premiums are due but in no event less than twenty-five (25) days following receipt of notice of such premiums; provided, however, that in the period for which insurance of loss of Rent event Tenant is effected able to obtain every requisite planning permission a commitment for insurance on the Buildings with equal or more extensive coverage as carried by Landlord pursuant to this Section 4.4, with companies qualified to do business and consent necessary in good standing in Massachusetts and reasonably acceptable to execute the relevant work or if the reinstatement Landlord and any Institutional Mortgagee, then Tenant's obligations to pay such insurance premiums as provided herein shall be prevented or frustrated limited to an amount equal to the premium required pursuant to such commitment for any other reason beyond the control of the insurance; and provided, further, that at Landlord's election, exercisable by at least ninety days' prior written notice to Tenant, Tenant shall carry at its expense such insurance otherwise required to be carried by Landlord under this Section 4.4, in which event either party may at any time after the expiration of such period terminate this Lease Tenant shall supply copies and certificates thereof to Landlord issued by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches or on behalf of the provisions of this Lease insurers named therein by a duly authorized agent and any containing the insurers' undertaking not to cancel such insurance monies in respect or decrease the amount or scope of the Property shall be retained by the coverage thereof without ten days' prior written notice to Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with the Tenant as follows:- TO INSURE (a) to use its best endeavors to keep or to procure the keeping of the Building (but not Tenant's fixtures) insured against loss or damage by the Insured Risks subject to such limitations conditions and exclusions as the insurers may impose in an amount sufficient to cover the cost of rebuilding or fully reinstating the same (including the cost of all professional fees debris removal demolition and site clearance costs and the cost of any works which may be required by or by virtue of any Act of Parliament and all VAT in connection therewith) (b) upon request by the Tenant to produce at the Tenant's expense (but not more often than once in any year) sufficient details of any policy of insurance effected by the Landlord pursuant to sub-clause 5(l)(a) above or the Superior Landlord under the Superior Lease (c) in the event of the Building being destroyed or damaged by any of the Insured Risks and the policy of insurance not being vitiated by some act or default of the Tenant any permitted undertenant or any one at the Demised Premises under the control of the Tenant or any permitted undertenant or their respective servants agents licensees and invitees to procure that all insurance monies received by the Superior Landlord (other than in respect of loss of rent) are paid out with all reasonable speed in rebuilding and reinstating the Building or such part of it as shall have been so destroyed or damaged (d) If at the expiration of the period for which the Landlord has insured loss of rent from the Demised Premises (or such longer period as shall be agreed in writing between the Landlord and the Tenant before the expiry of such period) calculated from the date upon which the Demised Premises shall have been destroyed or so damaged by any of the Insured Risks as to render them unfit for occupation and use and: (a) the insurance of the Demised Premises effected pursuant to the covenant by the Landlord in that behalf contained in this Lease has not been vitiated or prejudiced by or payment of the policy moneys refused in whole or in part as a consequence of any act or default of the Tenant or any undertenant or their respective servants agents or visitors and (b) the Landlord shall have been unable to obtain all necessary consents and approvals for the rebuilding replacement and/or reinstatement of the Demised Premises then and in such case (unless otherwise agreed in writing between the Landlord and the Tenant prior to the expiration of such period as aforesaid) this Lease shall absolutely determine provided always that such determination will take place without prejudice to any and all rights then subsisting between the parties to this Lease QUIET ENJOYMENT (2) That on condition that the Tenant paying pays the Rents hereby reserved rent and observing performs and performing the observes all its covenants and stipulations hereinbefore contained on his behalf to be observed obligations under this Lease and all its conditions it shall and may peaceably and quietly possess and enjoy have quiet enjoyment of the Property during the Term Demised Premises without any lawful interruption by the Landlord or any person lawfully claiming from under or under itin trust for it SUPERIOR LEASE 4.2 (3) To comprehensively insure pay the Property against rents and service charge reserved by the Insured Risks Superior Lease and observe and perform the covenants on the part of the lessee and conditions and other things contained therein insofar as the same are not the responsibility of the Tenant hereunder and to use all reasonable endeavors at the request and cost of the Tenant to procure the performance by the superior landlord of the covenants on its part contained in the Superior Lease WARRXXXXXX (0) x) The Landlord will use all reasonable endeavors to enforce the rights it has pursuant to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) warranties details of which are contained in the following manner: 4.2.1 Third Schedule ("The Warranties") insofar as there is any defect in such substantial and reputable insurance office or with such underwriter and through such agency as the Demised Premises which is due to any breach of the obligations owed to the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior pursuant to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.Warranties

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS hereby agrees with the Tenant that as follows: TENANT TO PEACEABLY HOLD 9.1 That the Tenant paying the Rents Base Rent and Service Charge hereby reserved and performing and observing the several covenants conditions stipulations and performing Leases herein contained and on the covenants and stipulations hereinbefore contained on his behalf Tenant's part to be performed and observed shall and may peaceably and quietly possess hold and enjoy the Property during the Term Demised Premises without any lawful interruption by from the Landlord or any person lawfully rightfully claiming from under or under it 4.2 To comprehensively insure in trust for the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers Landlord. This clause is subject to such excessesclause 10.24. RATES, exclusions TAXES 9.2 To pay all present and future rates taxes assessments impositions and outgoings imposed upon or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of the Demised Premises save and except such insurance as are herein agreed to be paid by the Tenant. PROVISIONS OF SERVICES BY 9.3 The Landlord shall as far as practicable perform the following services: LANDLORD (except sums a) maintain the common area and/or the Station during the Term of this Lease; (b) keep the air-conditioning plants working and available for loss use by the Tenant and the Tenant's employees and workers during the usual operational hours of Rent the Station Provided Always that nothing hereinafter contained shall impose any requirement on the Landlord to keep the air-conditioning plant working at any other time and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out or responsible for delays or stoppages howsoever caused or whatsoever occurring during the reinstatement if it is unable said hours or otherwise; (having used reasonable endeavoursc) prior to at the expiration absolute discretion of the period Landlord, to provide for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control general security of the Landlord in which event either party may at any time after common area and/or the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleStation.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with covenants that it has the -------------------- right to TATIONS, make this Lease for the Term aforesaid, and that if Tenant that WARRANTIES shall pay the Tenant paying rent and performs all of the Rents hereby reserved covenants, terms, AND conditions, and observing and performing the covenants and stipulations hereinbefore contained on his behalf agreements of this Lease to be observed shall and may performed by COVENANTS OF Tenant, Tenant shall, during the Term, be able to freely, LANDLORD peaceably and quietly possess occupy and enjoy the Property during full possession of the Term Premises without any lawful interruption molestation or hindrance by the Landlord or any person lawfully party claiming from through or under itLandlord, subject to other provisions contained in this Lease. 4.2 (a) Landlord shall maintain during the term of this Lease, all risk coverage for the Building in the amount of the full replacement value thereof together with comprehensive general liability insurance. (b) Landlord represents and warrants to Tenant as follows: To comprehensively insure the Property against best of Landlord's knowledge after due inquiry, no governmental regulated hazardous or toxic substances have been used, processed, released, discharged, generated, treated, stored or disposed of on the Insured Risks Premises, the Building or the land upon which the Building is located (the "Land") and no hazardous or toxic substances currently exist on or about the Premises, the Building or the Land and, to the extent best of Landlord's knowledge, any adjacent property. In the event Landlord becomes aware of any governmental regulated hazardous or toxic substances that have been used, processed, released, discharged, generated, treated, stored or disposed of on the Premises, the Building or the land upon which the Building is located (the "Land"), Landlord shall remove or otherwise contain any such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may requiresubstances within thirty (30) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the days after Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect becomes aware of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing hazardous or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduletoxic substances.

LANDLORD'S COVENANTS. 4.1 The 31.1 Landlord HEREBY COVENANTS with understands and agrees that Tenant intends to use certain portions of the Premises that are designated wetlands and may be required to enter into a mitigation program to utilize such wetlands. Furthermore, Landlord understands and agrees that Tenant that intends to seek permission from all relevant governmental authorities to reorient the Tenant paying parking around the Rents hereby reserved and observing and performing Shipyard Road to permit all parking provided for the covenants and stipulations hereinbefore contained on his behalf Casino to be observed on the west side of Shipyard Road. Landlord agreed to cooperate fully with tenant in any and all of its applications to utilize such wetlands and to modify Shipyard Road. 31.2 Landlord further hereby leases and lets to Tenant and Tenant hereby rents from Landlord certain undeveloped land (identified as Parcel G and described in Exhibit “D” attached hereto and incorporated here by reference) owned by Landlord but not within the definition of the Premises, for Tenant’s excess parking needs (and does hereby grant Tenant a non-exclusive easement over and across that certain property identified as Parcel F and described in Exhibit G for access to the parking area) without charge so long as Tenant bears any cost necessary to be incurred to be able to utilize such land for parking, provided, however, that if Landlord develops such land in a manner incompatible with Tenant’s continued use of land for parking, Tenant’s parking area lease and access easement thereto granted hereunder shall and may peaceably and quietly possess and enjoy the Property cease. Landlord covenants that during the Term without of this Lease, Landlord will not sell or lease any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance land referenced in this Section 31.2 to any third party without first allowing Tenant the right of loss of Rent is effected first refusal with respect to obtain every requisite planning permission and consent necessary said land. If Tenant fails to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the exercise its rights of either party in respect of any antecedent breaches of the provisions of this Lease first refusal and any insurance monies in respect of the Property Landlord sells such land to a third party, Tenant’s parking area lease and access easement thereto granted hereunder shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedulecease.

LANDLORD'S COVENANTS. 4.1 The (A) LANDLORD’S COVENANTS DURING THE TERM: Landlord HEREBY COVENANTS with the Tenant that the Tenant paying the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without any lawful interruption by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following mannerTerm: 4.2.1 (1) To furnish, through Landlord’s employees or independent contractors, the services listed in such substantial Exhibit C; and (2) Except as otherwise provided in this Lease, to maintain, repair and reputable insurance office or replace structural elements of the Building, the roof, exterior walls, utilities, pipes, conduits, drains and all other building systems (including, without limitation, the heating, ventilating and air conditioning systems) and the common facilities of the Building and the Lot in good order, condition and repair and in compliance with such underwriter and through such agency all laws, including without limitation, Title III of The Americans With Disabilities Act of 1990, as the Landlord may amended from time to time select; 4.2.2 time, or any applicable local or state law regarding handicapped access as such are enforced by local authorities having applicable, however, Tenant shall be solely responsible for the full costs maintenance, repair and replacement of rebuildingany specialty or non-office standard equipment, refurbishment including without limitation, any supplemental heating, ventilation and air conditioning equipment, installed by or reinstatement as for Tenant that exclusively serves the case may be Premises (and loss of three years’ Rent Landlord shall have no obligation to maintain, repair or replace same). Landlord shall provide snow and architects’ice removal from the driveways, surveyors’ sidewalks, driveways, stairs, entrances and other professional fees loading docks on the Lot. (together with the VAT payable thereonB) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the INTERRUPTIONS Landlord shall not be liable to carry out Tenant for any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of business arising from (a) power losses or shortages, or (b) the reinstatement if it is unable (having used reasonable endeavours) prior to necessity of Landlord’s entering the expiration Demised Premises for any of the period purposes in this Lease authorized, including without limitation, for which insurance repairing or altering the Demised Premises or any portion of loss the Building or for bringing materials into and/or through the Demised Premises in connection with the making of Rent repairs or alterations. In case Landlord is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for delayed from making any repairs, alterations or improvements or furnishing any service or performing any other covenant or duty to be performed on Landlord’s part, by reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches cause reasonably beyond Landlord’s control, Landlord shall not be liable to Tenant therefor, nor, except as expressly otherwise provided in Article VIII, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, nor shall the provisions same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Demised Premises. Landlord reserves the right to stop any service or utility system when necessary in Landlord’s opinion by reason of this Lease and accident or emergency or until necessary repairs have been completed. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any insurance monies in respect of the Property shall be retained by the Landlord; contemplated stoppage and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once , in any calendar year) a copy of the up event, Landlord will use reasonable efforts to date insurance policy and insurance scheduleavoid unnecessary inconvenience to Tenant by reason thereof.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS with i) So long as the Tenant that the Tenant paying the Rents hereby reserved shall observe and observing and performing perform the covenants and stipulations hereinbefore contained agreements binding on his behalf to be observed it hereunder, the Tenant shall and may peaceably at all times during the term herein granted, peacefully and quietly possess have and enjoy possession of the Leased Premises without any encumbrance or hindrance by, from or through the Landlord. ii) The Landlord shall pay all Real Property Taxes charged against the Facility. iii) To heat the Facility at the Landlord’s expense between the 15th day of October and 1st day of May next ensuring in each year in such manner as to keep the Facility at a reasonable temperature for the reasonable use thereof by the Tenant during reasonable business hours except during the Term without making of repairs, and in the case the boilers, engines, pipes or other apparatus or any lawful interruption of them used in effecting the heating of the said Facility at any time become incapable of heating the Facility as aforesaid, or damaged or destroyed, to repair said damage or replace said boilers, engines, pipes or apparatus or any of them or (at the option of the Landlord) substitute other heating apparatus therefore within a reasonable time. iv) To provide, at the Landlord’s expense, a normal supply of cold water to the Leased Premises and to all other parts of the Facility where the same are required for its proper operations. v) To provide, at the Landlord’s expense, air-conditioning as necessary to all parts of the Facility between May 1 and October 15 in each year. vi) To provide, at the Landlord’s expense, adequate lighting for the Common Facilities but not for the Leased Premises. vii) To provide and maintain parking areas for use in the conduct of all businesses in the Facility. viii) To provide, at the Landlord’s expense, an annual report on the operation and condition of the HVAC system by a recognized HVAC mechanical contracting firm, if requested by the Tenant. B) It is understood that the Landlord does not warrant that any of the services referred to above, or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (to the extent that such insurance may ordinarily be arranged for properties such as the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as other services which the Landlord may supply, will be free from time to time select; 4.2.2 for the full costs of rebuildinginterruption, refurbishment Tenant acknowledging that any one or reinstatement as the case more such services may be and loss suspended by reason of three years’ Rent and architects’accident or of repairs, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing alterations or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent improvements necessary to execute the relevant work be made, or if the reinstatement shall be prevented by strikes or frustrated for any other lockouts, or by reason of operation of law, or causes beyond the reasonable control of the Landlord. Any such interruption or discontinuance of service shall never be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, or any part thereof, or render Landlord in which event either party may at any time after liable to Tenant for damages or abatement of rent or otherwise, or relieve the expiration Tenant from performance of such period terminate Tenant’s obligations under this Lease by the provided such interruption or discontinuance of service of is not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained caused by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule’s willful negligence.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants with the Tenant that Lessee as follows: 5.1 To pay all taxes, assessments and outgoings imposed or charges on the Tenant Premises and in particular to pay any sums due to any mortgagee of the Premises having first obtained their consent to this Lease 5.2 To immediately notify the Lessee of each and any conveyance transfer mortgage or other dealing of whatever nature of the Premises by the Landlord or his Mortgagee 5.3 To comply with all statutory provisions and any obligations imposed by law or contract in respect of the use of the Premises save where the breach of the same is as a result of any act or omission of the Lessee or any Occupant and to indemnify the Lessee against all actions, claims, demands and expenses which may be brought made or 5.4 That the Lessee duly paying the Rents hereby reserved Rent and observing and performing the covenants and stipulations hereinbefore contained agreements on his behalf to be observed shall its particular part hereinafter contained, it and any of its Occupants, may peaceably and quietly possess hold and enjoy the Property Premises during the Term without any lawful interruption disturbance by the Landlord or the Manager or any person lawfully claiming from under him or under ither 4.2 5.5 To comprehensively insure the Property Premises to their full cost of reinstatement and replacement against the Insured Risks (and promptly reinstate the Premises in the event of damage by an insured Risk and promptly to return to the extent Lessee any Rent that such the Lessee has paid in respect of any period while the Premises are rendered incapable of use by the Lessee or the Occupants for the purposes authorised by Clause 4.5 the damage not being due to the fault of the Lessee the amount in case of dispute to be settled by arbitration 5.6 The Landlord shall be responsible for contents insurance may ordinarily be arranged for properties such as in respect of the Property Premises (if contents are included) during the Term and for property occupiers subject to such excesses, exclusions or limitations as shall ensure that the insurer may requireInsurers are aware of the Private Sector Leasing Scheme of the Lessee 5.7 To ensure that all gas appliances (if any) in or serving the following manner:Premises are maintained in good order and checked annually in accordance with the Gas Safety (Installation and Use) Regulations 1998 by a Gas Safe Register contractor and the Landlords Gas Safety Certificate is 4.2.1 (a) To ensure that all the electrical installations and electrical appliances in such substantial or serving the Premises are maintained in good order and reputable insurance office or checked and certified as safe in accordance with such underwriter and through such agency as the Landlord may latest safety guidlines issued from time to time select;by the British Standards Institution and the Institution of Electrical Engineers as codified in British Standard BS7671 and 4.2.2 (b) that ‘a periodic inspection report for an electrical installation’ in the form prescribed from time to time by the National Inspection Council for Electrical Installation Contracting is produced at the commencement date hereof and thereafter checked and certified as safe in accordance with the recommendations of the competent person (as defined in regulations issued from time to time by the Secretary of State for Communities and Local Government) or annually if no recommended re-inspection date is provided, and a copy of the inspection report provided to the lessee within two weeks of the inspection date 5.9 To decorate, maintain and repair, renew and keep the interior and structure exterior and fabric of the building and Premises in good and tenantable repair and condition including but not exhaustively:- (a) Drains, gutters, pipes, wires, cables and telephone apparatus also any private sewerage system serving the Premises including the regular emptying of the same (b) Te roof and foundations (c) Outside walls, outside doors, window xxxxx and window frames including where necessary painting and decorating (d) Internal walls, floors, floor coverings and ceilings (e) Chimney and chimney stacks; this does not include the sweeping of chimneys (f) Boundary walls, gates and fences, garden structures (features) 5.10 To keep in good repair and working order the installations for space heating, central heating, water heating and sanitation and for the full costs supply of rebuildingwater, refurbishment or reinstatement as gas and electricity at the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and Premises 5.11 In addition to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable routine maintenance to carry out repairs within the reinstatement following time scales:- (a) Two working days in the case of urgent repairs (meaning those repairs which if it is unable (having used reasonable endeavours) prior not carried out will cause substantial discomfort to the expiration Occupiers and potential damage to the Premises) (b) Five working days in the case of non-urgent repairs (meaning those repairs which require attention but are not urgent) (c) Twenty-five working days in the period case of routine repairs (meaning those repairs which cause only minor inconvenience and have little effect on the Premises if a repair is not immediately undertaken) (d) If different the target time-scales for which insurance of loss of Rent is effected repairs specified by the Lessee from time to obtain every requisite planning permission time and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of each case such period terminate this Lease by shall commence on the date of the service of not less than three months’ notice the notice 5.12 To fit and maintain smoke and carbon monoxide detectors in writing but without prejudice to such areas of the rights Premises and of either party in respect such type as the Lessee may stipulate 5.13 To observe and perform the covenants and conditions of any antecedent breaches of the provisions of this Lease and any insurance monies superior lease in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.Premises

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS agrees, for the benefit of Tenant and each Leasehold Mortgagee, to comply with the following provisions, all of which shall be binding on Tenant and each Leasehold Mortgagee, as set forth herein: (a) There shall not be entered into between Landlord and Tenant any agreement of cancellation, termination, surrender, acceptance of surrender, amendment or modification of this Lease without the prior written consent of the Leasehold Mortgagee, whose consent shall not be unreasonably withheld. This Lease shall not merge into the fee of the Property without the prior written consent of such Leasehold Mortgagee. (b) Landlord, upon giving Tenant any notice under this Lease, including, without limitation, notice of Tenant Default, shall at the same time serve by one of the methods specified in Section 17.1, copies of such notice upon each Leasehold Mortgagee whose address has theretofore been provided to Landlord by Tenant in writing (the accuracy of which address shall be Tenant’s sole responsibility). No notice served upon Tenant (including, without limitation, a notice of termination of this Lease) shall be effective unless a copy thereof has been served upon each Leasehold Mortgagee at the address provided by Tenant. Following receipt of any such notice of Tenant Default (and provided that the Leasehold Mortgagee (i) expeditiously pursues its cure rights as herein described and (ii) continues to pay all Rent and other sums payable by Tenant paying under this Lease while the Rents hereby reserved cure is pending), each such Leasehold Mortgagee shall have the right to remedy the Tenant Default, or cause the same to be remedied, within the same time allowed to Tenant therefor, plus, in the case of monetary Defaults, an additional 30 days, and observing in the case of non-monetary defaults, an additional 60 days or such longer time period as may be provided under Section 9.2(c). (c) With respect to those events of non-monetary default the curing of which requires entry upon the Property, then (i) whenever a Leasehold Mortgagee desires to cure a Tenant Default, there shall be added to the period otherwise provided to the Leasehold Mortgagee for the cure of the Tenant Default the additional period needed by the Leasehold Mortgagee in the exercise of reasonable diligence to enter upon the Property; (ii) whenever a Leasehold Mortgagee seeks to have a receiver appointed for the interest of Tenant under this Lease, so as to have the receiver cure such Tenant Default, then there shall be added to the period otherwise provided to the Leasehold Mortgagee for the cure of such Tenant Default, the additional period needed by the Leasehold Mortgagee to effect, with reasonable diligence, the appointment of such receiver and performing the entry by such receiver upon the Property; and (iii) whenever a Leasehold Mortgagee elects to foreclose upon the interest of Tenant under this Lease, there shall be added to the period otherwise provided to the Leasehold Mortgagee for the cure of such Tenant Default, such additional period as is needed, in the exercise of reasonable diligence, for the effectuation of the foreclosure sale. (d) If a noncurable breach of this Lease occurs, a Leasehold Mortgagee shall have the right to begin foreclosure proceedings and to obtain possession of the Property, so long as Leasehold Mortgagee complies with the conditions set forth below: (1) Notifies Landlord, within thirty (30) days after receipt of Landlord’s notice of a Tenant Default, of its intention to effect this remedy; (2) Diligently institutes steps or legal proceedings to foreclose on or recover possession of the leasehold (after Leasehold Mortgagee has completed its customary pre-foreclosure due diligence requirements), and thereafter prosecutes the remedy or legal proceedings to completion with due diligence and continuity; and (3) Keeps and performs, during the foreclosure period (including pre-foreclosure due diligence period), all of the covenants and stipulations hereinbefore contained on his behalf conditions of this Lease requiring the payment of money, including, without limitation, payment of all Base Rent, Percentage Rent, Utility Charges, Real Property Taxes, Personal Property Taxes and insurance premiums required by this Lease to be paid by Tenant and which become due during the pre-foreclosure or foreclosure period. (e) Any Leasehold Mortgagee or other purchaser at a foreclosure sale under a Leasehold Mortgage who acquires title to the leasehold estate shall immediately provide Landlord with written notice of such transfer. Such Leasehold Mortgagee or other purchaser shall be subject to the following terms and conditions: (1) So long as the Leasehold Mortgagee shall have observed all of the conditions of this Section 9.2, then the following breaches, if any, relating to the prior Tenant shall and may peaceably and quietly possess and enjoy be deemed cured: (i) attachment, execution of or other judicial levy upon the leasehold estate, (ii) assignment for the benefit of creditors of Tenant, (iii) judicial appointment of a receiver or similar officer to take possession of the leasehold estate or the Property or (iv) filing any petition by, for or against Tenant under any chapter of the Federal Bankruptcy Code; (2) By its acceptance of the leasehold estate, such Leasehold Mortgagee or other purchaser (i) assumes this Lease as to the entire leasehold estate, but only during the Term period when such Leasehold Mortgagee or other purchaser owns such leasehold estate, (ii) covenants with Landlord to be bound hereby during such period of ownership, and (iii) agrees to execute and deliver to Landlord a commercially reasonable lease assumption agreement evidencing such acceptance and assumption, but only during the period when such Leasehold Mortgagee or other purchaser owns such leasehold estate, in a form reasonably acceptable to Landlord; and (3) Such Leasehold Mortgagee or other purchaser shall have the right to further assign this Lease without Landlord’s consent. (f) Landlord shall accept performance by or on behalf of any lawful interruption Leasehold Mortgagee who has complied with the notice provisions of Section 9.2 as if the same had been performed by Tenant. (g) Leasehold Mortgagee shall have the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (right, to the extent Tenant agrees in writing, to appear in a legal action or proceeding on behalf of Tenant. (h) It is expressly agreed that each Leasehold Mortgagee has the right to act for and in the place of Tenant, to the extent permitted by the applicable Leasehold Mortgage or otherwise agreed to by Tenant in writing. Without limiting the foregoing, each Leasehold Mortgagee may, to the extent permitted in its Leasehold Mortgage, exercise options and otherwise exercise the rights of Tenant. (i) In the event of conflict between the rights of multiple Leasehold Mortgagees, the rights of the respective Leasehold Mortgagees shall be determined in the order of priority of their Leasehold Mortgages. (j) The name of the Leasehold Mortgagee may be added as a loss payee of any fire and extended coverage insurance carried by Tenant, provided insurance proceeds are first used for repair and restoration as required by this Lease, unless a Leasehold Mortgagee’s security has been impaired and such Leasehold Mortgagee is legally entitled to the application of the insurance proceeds to the unpaid indebtedness of Tenant, in which case such insurance may ordinarily proceeds shall be arranged for properties paid to the Leasehold Mortgagee up to the amount of the unpaid indebtedness secured by any such Leasehold Mortgage(s). (k) Except as otherwise provided in Section 9.2(b) with respect to payment of Rent, the Property and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord Leasehold Mortgagee shall not be liable for the performance of Tenant’s obligations under this Lease unless the Leasehold Mortgagee has succeeded to carry out and has possession of the reinstatement interest of Tenant under this Lease. (l) If an actual or prospective Leasehold Mortgagee shall require Landlord to deliver a customary ground lessor estoppel certificate as part of such Leasehold Mortgagee’s financing arrangement with Tenant, Landlord shall execute, acknowledge and deliver such ground lessor estoppel certificate, which ground lessor estoppel certificate shall include, without limitation, the provisions set forth in Section 9.2(t). At the option of such Leasehold Mortgagee, such ground lessor estoppel certificate shall be in the form of an agreement between Landlord and such Leasehold Mortgagee. (m) Whenever requested in writing by any Leasehold Mortgagee, Landlord shall, within 30 days after such request, execute, acknowledge and deliver to such Leasehold Mortgagee, a certificate certifying (i) that this Lease is unmodified and in full force and effect (or if it there have been modifications, that this Lease is unable in full force and effect as modified and stating the modifications), (having used reasonable endeavoursii) prior the dates, if any, to which the Base Rent, Percentage Rent and additional Rent and other sums payable under this Lease have been paid, (iii) the amounts spent by Tenant on capital improvements pursuant to Section 11.2 or Section 11.3, as applicable, as of the date of such certificate, (iv) the Expiration Date of the Term of this Lease, (v) whether or not to the expiration knowledge of Landlord, there is then existing any Tenant Default under this Lease (and, if so, specifying same), (vi) whether there are any outstanding notices of Tenant Default or termination, and the nature thereof, and (vii) if notice of Tenant Default has been given, the period remaining for the cure of said Tenant Default as then estimated by Landlord. (n) The making of any Leasehold Mortgage shall not be deemed to constitute an assignment or Transfer of this Lease or of the period for which insurance leasehold estate, nor shall any Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of loss this Lease or the leasehold estate so as to require such Leasehold Mortgage, as such, to assume the performance of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the terms, covenants or conditions on the part of Tenant under this Lease to be performed. (o) Landlord agrees, whenever requested by any Leasehold Mortgagee, to confirm, in which writing, the receipt of any notice from such Leasehold Mortgagee. (p) The Leasehold Mortgagee shall have the option to be assigned this Lease in the event either party may at any time after that Tenant, Tenant’s trustee or Tenant’s assignee elects to reject this Lease pursuant to Section 365(a) of the expiration Bankruptcy Code. In the event that the Leasehold Mortgagee exercises its option to have this Lease assigned to it, such a rejection by Tenant, Tenant’s trustee or Tenant’s assignee, whether by election, pursuant to operation of such period law or otherwise, shall not terminate this Lease if the Leasehold Mortgagee cures any outstanding Tenant Defaults under this Lease other than Tenant Defaults that are personal to Tenant and cannot be cured by a party other than Tenant, such as transfer and bankruptcy. (q) No Leasehold Mortgage shall encumber or create any lien or charge against Landlord’s fee interest in the service Property. (r) Landlord consents to a provision in any Leasehold Mortgage or otherwise for an assignment of not less than three months’ notice in writing but without prejudice rents from subleases of the Property to the rights holder thereof, effective upon any default under such Leasehold Mortgage. (s) The foreclosure of either party in respect a Leasehold Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any antecedent breaches power contained in any Leasehold Mortgage, or any conveyance of the provisions leasehold estate created hereby from Tenant to any Leasehold Mortgagee through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof, shall not breach any provision of or constitute a default under this Lease and shall not require Landlord’s consent, and upon such foreclosure, sale or conveyance and Leasehold Mortgagee’s execution and delivery to Landlord of a lease assumption agreement in a form consistent with the requirements of Section 9.2(e)(2), Landlord shall recognize the Leasehold Mortgagee, or such other purchaser at such foreclosure sale, as Tenant hereunder. (t) In the event that Tenant’s interest under this Lease is terminated by Landlord for any reason including, without limitation, Tenant’s default or rejection of this Lease by a trustee in bankruptcy or a debtor in possession (and provided there is an unsatisfied Leasehold Mortgage of record) or in the event Tenant’s interest under this Lease shall be sold, assigned or transferred pursuant to the exercise of any insurance monies in respect remedy of any Leasehold Mortgagee, or pursuant to judicial or other proceedings, Landlord, at Leasehold Mortgagee’s expense, shall prepare and promptly enter into a new lease of the Property with such Leasehold Mortgagee or its nominee, purchaser, assignee or transferee, promptly following written request by such Leasehold Mortgagee or such nominee, purchaser, assignee or transferee given within sixty (60) days after such sale, assignment or transfer for the remainder of the term of this Lease with substantially the same agreements, covenants and conditions (except for any requirements which have been fulfilled by Tenant prior to termination) as were contained herein and with priority equal to that hereof; provided, however, that such Leasehold Mortgagee shall promptly cure any default of Tenant susceptible to cure by such Leasehold Mortgagee, and provided further that if more than one Leasehold Mortgagee requests such new lease, the Leasehold Mortgagee holding the most senior Leasehold Mortgage shall prevail. Upon execution and delivery of such new lease, Landlord shall cooperate with the new Tenant, at the expense of such new Tenant, in taking such action as shall be retained necessary to cancel and discharge this Lease and to remove Tenant named herein from the Property. In such event the ownership of improvements to the Property to the extent owned by the Landlord; and 4.2.3 Tenant shall be deemed to produce for inspection by the Tenant on written demand (but no more than once have been transferred directly to such transferee of Tenant’s interest in any calendar year) a copy of the up to date insurance policy and insurance schedulethis Lease.

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS THE LANDLORD hereby covenants with the Tenant that as follows:- (1) That the Tenant paying the Rents Rent hereby reserved and performing and observing and performing the covenants and stipulations hereinbefore contained herein on his behalf the Tenant's part to be performed and observed shall and may peaceably and quietly possess hold and enjoy the Property Premises during the Term without any lawful interruption interruptions by the Landlord or any person lawfully rightfully claiming under or in trust for the Landlord or by title paramount. (2) That subject to the payments of the Rent hereinbefore reserved on the dates and in the manner hereinbefore provided and to the observance and performance of the covenants and stipulations herein contained and on the part of the Tenant to be observed and performed the Landlord will use all reasonable endeavours to procure that the Head Landlord carries out and performs or arranges for the carrying out and performance of the several matters and things set forth in the Headlease on its part to be carried out or performed and the Landlord shall comply with its obligations as lessee under the Headlease and carry out perform or arrange for the carrying out and performance of the several matters and things in the Headlease including the maintenance and repairing obligations contained in Section 1 Article VI of the Headlease on its part to be carried out and performed in so far as they are not the Tenant's obligations hereunder and shall not vary any terms of the Headlease that affect the Tenant's use and enjoyment of the Premises without the Tenant's consent (which shall not be unreasonably withheld). (3) Save to the extent recoverable under any policy of insurance the Landlord agrees to indemnify and save harmless the Tenant its affiliates and their respective directors, officers, employees and agents from or under it 4.2 To comprehensively insure the Property and against the Insured Risks any claims of whatever nature (except to the extent that any such insurance may ordinarily be arranged for properties such claims arise out of wilful fraud, wilful default, wrongdoing or bad faith on the part of the Tenant) arising from any act, omission or negligence on the part of the Landlord or the Landlord's contractors, lawful invitees, agents, servants or employees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person occurring in or about the Premises and/or Buildings and to indemnify the Tenant from any claims demands or losses whatsoever arising as a result of the Property and for property occupiers subject Landlord's failure to such excesses, exclusions comply with its covenants in this Underlease Subject to the Tenant's obligation to mitigate its losses. (4) In the event that the percentage of the total rentable square footage of the Building occupied by the Tenant during the Term or limitations the Further Term comes to exceed the percentage of the total rentable square footage of the Building occupied by the Landlord and/or any of the Landlord's "Tenant Affiliates" (as the insurer may require) this term is defined in the following manner: 4.2.1 in such substantial and reputable insurance office or with such underwriter and through such agency as Headlease) on the Landlord may from time to time select; 4.2.2 for basis of underleases entered into by the full costs of rebuildingLandlord, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable subject to carry out receiving the reinstatement if it is unable prior written consent of Waterfront Properties Limited (having used which said consent the Landlord shall use all reasonable endeavours) prior endeavours to procure), permit the expiration Tenant to attend the meetings referred to in clauses 3.2 and 7.3 of the period for which insurance of loss of Rent Management Agreement AND if such consent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of forthcoming the Landlord in which event either party may at any time after agrees to provide the expiration of such period terminate this Lease by the service of Tenant with not less than three months’ 30 days advance notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance scheduleeach such meeting .

LANDLORD'S COVENANTS. 4.1 The Landlord HEREBY COVENANTS covenants to deliver to Tenant upon the Delivery Date sole and exclusive possession of the Premises (subject, however, to Landlord's rights to enter the Premises to complete Landlord's Work and the Punchlist Items as provided in BIG 5 WAREHOUSE RIVERSIDE, CALIFORNIA Paragraph 1.4 above), frxx xxx xxxxx xx: (x) xxx xxxxxxx xxx xxxxxxnts (other than Tenant) and the rights of either; (ii) any violations of Applicable Laws; and (iii) all liens, encumbrances, easements, covenants, conditions and restrictions (collectively, "ENCUMBRANCES"), except for the following items (collectively, the "APPROVED TITLE EXCEPTIONS"): (A) those Encumbrances specified in Exhibit D attached hereto and made a part hereof (collectively, the "PERMITTED ENCUMBRANCES"); (B) any first priority deed of trust executed by Landlord as trustor in favor of an institutional lender as beneficiary in connection with any financing obtained by Landlord to acquire the Land or construct the Improvements (the "PERMITTED DEED OF TRUST"), subject, however, to Tenant's receipt of an executed SNDA from such lender pursuant to the provisions of Article 16 below; and (C) any utility and landscape easements (reasonably approved by Tenant) that are reasonably necessary to effect the Subdivision, complete Landlord's Work and/or provide utilities to and for the Premises (collectively, the "PERMITTED EASEMENTS"). In connection with the Tenant foregoing, Landlord covenants that prior to the Tenant paying earlier of the Rents hereby reserved Delivery Date and observing and performing the covenants and stipulations hereinbefore contained on his behalf Outside Subdivision Date, Landlord shall cause all Encumbrances recorded against the Property (other than the Approved Title Exceptions) to be observed removed from record title to the Premises. With respect to any such utility easements proposed by Landlord pursuant to clause (C) hereinabove, Tenant shall notify Landlord of Tenant's reasonable approval or disapproval thereof within five (5) days after Tenant's receipt from Landlord of the documents creating such proposed easements. Tenant's taking possession of the Premises shall not constitute a waiver of any defect in the Premises or of any breach by Landlord of Landlord's obligations under Exhibit C attached hereto. Landlord further covenants that Landlord will not, so long as this Lease is in effect: (1) grant or create (or consent to the granting or creation of) any leases or occupancy agreements affecting the Premises; (2) grant or create (or consent to the granting or creation of) any Encumbrances or other agreements which would or could (x) adversely affect or interfere with Tenant's access to the Premises, or materially interfere with Tenant's operation of the Premises for the Permitted Use (as defined in Paragraph 5.1 below), or (y) increase any of Tenant's obligations under this Lease (including rent) or diminish or impair any of Tenant's rights under this Lease, other than (I) a Permitted Deed of Trust encumbering the Premises, subject to the provisions of Article 16 below, and may peaceably (II) the Permitted Easements; (3) vary or permit to be varied the designated means of ingress to and quietly possess egress from the Premises from that shown on the Site Plan or otherwise approved by Tenant as part of Landlord's Work pursuant to Exhibit C; (4) alter or permit to be altered any street signs, median cuts, traffic signals, driveways or the parking layout or parking areas of and enjoy for the Property during Premises from that shown on the Term without any lawful interruption Site Plan or otherwise approved by the Landlord or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks Tenant as part of Landlord's Work pursuant to Exhibit C (except to the extent that such insurance may ordinarily be arranged for properties such as the Property required by applicable governmental agencies after consultation with Tenant and for property occupiers subject to such excesses, exclusions or limitations as the insurer may require) in the following manner: 4.2.1 in such substantial Tenant's reasonable review and reputable insurance office or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect approval of any antecedent breaches of the provisions of this Lease and any insurance monies in respect of the Property shall be retained by the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy of the up to date insurance policy and insurance schedule.such required alterations);

LANDLORD'S COVENANTS. 4.1 Landlord's Services & Repair Obligations. Landlord shall be responsible for repairing and/or replacing at Landlord's sole cost and expense the roof, roof membrane, structural supports and any latent defects of the Buildings, unless damage thereto is caused by Tenant or Tenant's employees, agents, guests or invitees, in which event any costs arising from such damage shall be Tenant's sole responsibility. Except for the foregoing, Tenant is accepting the Premises in its As-Is condition and assumes full and sole responsibility for the condition, operation, maintenance, repair and replacement of the Premises. Except as provided herein and in Section 7.6, Landlord shall have no obligation whatsoever to maintain, repair or replace the Premises or provide services to Tenant. Tenant acknowledges that Landlord will have no obligation to provide any security for the Premises, which shall be Tenant's sole obligation. The Landlord HEREBY COVENANTS with the Tenant parties intend that the terms of this Lease shall govern their respective maintenance and repair obligations. Tenant paying expressly waives the Rents hereby reserved and observing and performing the covenants and stipulations hereinbefore contained on his behalf to be observed shall and may peaceably and quietly possess and enjoy the Property during the Term without benefit of any lawful interruption by the Landlord statute now or any person lawfully claiming from or under it 4.2 To comprehensively insure the Property against the Insured Risks (hereafter in effect to the extent that such insurance may ordinarily be arranged for properties such as it is inconsistent with the Property and for property occupiers subject terms of this Lease with respect to such excesses, exclusions obligations or limitations as which affords Tenant the insurer may require) in right to make repairs at the following manner: 4.2.1 in such substantial and reputable insurance office expense of Landlord or with such underwriter and through such agency as the Landlord may from time to time select; 4.2.2 for the full costs of rebuilding, refurbishment or reinstatement as the case may be and loss of three years’ Rent and architects’, surveyors’ and other professional fees (together with the VAT payable thereon) and to lay out all money received in respect of such insurance (except sums for loss of Rent and professional fees) as soon as reasonably practicable in rebuilding, refurbishing or reinstating the Property so destroyed or damaged PROVIDED THAT the Landlord shall not be liable to carry out the reinstatement if it is unable (having used reasonable endeavours) prior to the expiration of the period for which insurance of loss of Rent is effected to obtain every requisite planning permission and consent necessary to execute the relevant work or if the reinstatement shall be prevented or frustrated for any other reason beyond the control of the Landlord in which event either party may at any time after the expiration of such period terminate this Lease by the service of not less than three months’ notice in writing but without prejudice to the rights of either party in respect of any antecedent breaches reason of the provisions condition of the Premises or any needed repairs. Notwithstanding the foregoing, Landlord shall have the right, but not the obligation, to undertake works of maintenance, repair or replacement which Tenant is required to perform under this Lease and which Tenant fails or refuses to perform within thirty (30) days of Landlord's notice to Tenant requesting Tenant to perform such work, except for emergency repairs which Landlord may perform at Tenant's expense upon 24 hours notice. Tenant shall reimburse Landlord upon demand, as Additional Rent, for all costs incurred by Landlord in performing any insurance monies in such repair for the account of Tenant, together with an amount equal to ten percent (10%) of such costs to reimburse Landlord for its administration and managerial effort. Any dispute between Landlord and Tenant with respect of the Property to either party's repair obligations shall be retained by resolved pursuant to the Landlord; and 4.2.3 to produce for inspection by the Tenant on written demand (but no more than once in any calendar year) a copy terms of the up to date insurance policy and insurance scheduleSection 8.22 hereof.