TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)

8/14/2019 TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)

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Dated this day of 2009

Between

[LANDLORD]

And

YTL COMMUNICATIONS SDN BHD(Company No: 793634-V)

(formerly known as Y-Max Infra Sdn Bhd)

***************************************************

TENANCY AGREEMENT

***************************************************

YTL Comms_Tenancy Agreement_Tower


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THIS AGREEMENT is made the day and year stated in Section 1 of the Schedule.

Between:

The party described in Section 2 of the Schedule (hereinafter referred to as the

Landlord)of the one part

And

YTL Communications Sdn Bhd (Company No: 793634-V) (formerly known as Y-Max Infra Sdn Bhd), a private company with limited liability incorporated inMalaysia and having its registered office at 11 th Floor, Yeoh Tiong Lay Plaza, 55

Jalan Bukit Bintang, 55100 Kuala Lumpur and a place of business at 8th Floor, OneOriental Place, 1 Jalan Hang Lekiu, 50100 Kuala Lumpur (hereinafterreferred to as "the Tenant") of the other part.

(The Landlord and the Tenant are hereinafter collectively referred to as Parties orindividually referred to as Party).

WHEREAS:

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

network services.

B. The Landlord is the registered proprietor of all that piece of land, which ismore particularly described in Section 3(a) of the Schedule (hereinafterreferred to as the Land) together with the building, which is more

particularly described in Section 3(b) of the Schedule (hereinafter referred toas the Building). The Land and the Building shall hereinafter be collectivelyreferred to as the Property.

C. The Tenant is desirous of renting such part of the Building, as moreparticularly described in Section 3(b) of the Schedule (hereinafter referred to

as the Demised Premises) to install the Tenants Equipment subject to theterms and conditions herein contained.

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the followingexpressions shall have the following meanings:

Appropriate Authority means any governmental, semi- or quasi-

governmental and/or statutory departments, agencies or bodies.

YTL Comms_Tenancy Agreement_Tower 1


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DRAFT (FOR EXTERNAL PARTY)

Building means the building constructed on the Land, which is moreparticularly described in Section 3(b) of the Schedule.

Business Day means any day which is not a Saturday, Sunday or publicholiday in Kuala Lumpur, Malaysia.

Commencement Date means the commencement date of the tenancy, asstipulated in Section 6 of the Schedule.

Confidential Information means all information obtained by one Partyfrom the other pursuant to this Agreement, including without limitation theduration of the Term and the amount of the Monthly Rental, which isexpressly marked as confidential or which is manifestly of a confidentialnature or which is confirmed in writing to be confidential within seven (7)days of its disclosure.

Demised Premises means that part of the Building, which is moreparticularly described in Section 4 of the Schedule.

Deposit means the Rental Deposit and the Electricity Utility Deposit.

Electricity Utility Deposit means the sum stipulated in Section 12 of theSchedule.

Initial Term means the initial duration of the tenancy, as stipulated inSection 7 of the Schedule.

Installation, Commissioning, Operation and Maintenance means, inrelation to the Tenants Equipment, the installation, construction, testing,commissioning, operation, upgrading, maintenance and, if applicable, de-commissioning, dis-installation and removal, of the Tenants Equipment andactivities incidental thereto

Land means the land, which is more particularly described in Section 3(a)of the Schedule.

Monthly Rental means the monthly rental sum as stipulated in Section 10of the Schedule.

Permitted Usemeans the use described in Section 5 of the Schedule.

Renewal Term means an extended or additional duration of the tenancyfollowing the expiry of the Initial Term or (if applicable) a preceding RenewalTerm, as stipulated in Section 9 of the Schedule.

Rental Deposit means the sum stipulated in Section 11 of the Schedule.

Tenants Equipment means the Tenants telecommunications equipment,facilities and/or infrastructure and all other fixtures and articles, which are not

the Landlords, installed or located at the Demised Premises and (if relevant)other parts of the Property, such as the Tenants fittings, machinery, materials,



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cables and other equipment necessary or desirable for the Permitted Use. Theexpression Tenants Equipment shall be understood to include anyadditional Tenants Equipment which may be introduced by the Tenant duringthe subsistence of the Initial Term or, as the case may be, a Renewal Term.

Term means the Initial Term and any Renewal Term.

1.2 Where a word or phrase is given a particular meaning, other parts of speechand grammatical forms of that word or phrase shall have correspondingmeanings.

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

1.4 Headings to clauses, schedules and exhibits are for convenience only and donot affect the interpretation of this Agreement.

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

person

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

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

1.8 A reference to this Agreement or any other agreement or document shall beconstrued as a reference to it as amended or modified from time to time andshall include a reference to any document which amends or modifies it, or isentered into, made or given pursuant to, or in accordance with, its terms

2. GRANT OF TENANCY

2.1 The Landlord hereby grants and the Tenant hereby accepts a tenancy of the

Demised Premises together with the use and enjoyment in common with other persons entitled thereto of the entrances, staircases, landings, corridors,passages, and such parts of the Property as the Tenant may reasonably requirefor access and ingress to and egress from the Demised Premises for theduration of the Term, which shall commence on the Commencement Datewith a Monthly Rental payable, in advance, on or before the 7th day of eachmonth within the Term.

3. TERM

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

Schedule.



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3.2 Tenant may terminate this Agreement and surrender the Demised Premises ifthe Tenant has not commenced the Installation, Commissioning, Operationand Maintenance of the Tenants Equipment by giving five (5) Business Daysnotice to the Landlord.

3.3 On the date of termination and surrender as stipulated in the said notice by theTenant:

(a) this Agreement will terminate; and

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

3.4 A termination and surrender under clause 3.2 does not affect either Partys

rights in relation to any cause of action accruing before the termination andsurrender.

4. OPTION OF RENEWAL

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

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

4.3 The Monthly Rental for a Renewal Term may be adjusted but no upwardadjustment to the Monthly Rental shall be at a percentage exceeding themaximum rent adjustment percentage specified in Section 8 of the Scheduleof the amount of the Monthly Rental payable for the final month of the InitialTerm or, as the case may be, the immediately preceding Renewal Term. Thereshall be no such restrictions in respect of any downward adjustment of theMonthly Rental.

5. DEPOSIT

5.1 The Tenant shall pay to the Landlord, upon the execution of this Agreementthe Rental Deposit and the Electricity Utility Deposit (the receipt of both sumsof which the Landlord hereby acknowledges), which respective sums shall beheld by the Landlord as a deposit and such deposit shall, in the absence of any

breach by the Tenant of the terms and conditions herein contained be refundedto the Tenant free of interest upon the termination of this Agreement

PROVIDED HOWEVER that the Landlord may:



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(a) set off against the Rental Deposit any amount of Monthly Rental thatare due and payable on the termination of the Agreement; and/or

(b) set off against the Electricity Utility Deposit any amount of electricitycharges that are due and payable on the termination of the Agreement.

6. ELECTRICITY SUPPLY AND SERVICES

6.1 If requested by the Tenant, the Landlord must connect the Demised Premises,at Tenants cost, to an electricity supply and to install on the Property suchearthing apparatus as is necessary for the safe continuous use of the TenantsEquipment.

6.2 If requested by the Landlord, the Tenant will apply to Tenaga NasionalBerhad (TNB) for direct connection to electricity supply from TNB.Subject to clause 6.3, the electricity supply to the Demised Premises will be

separately metered so that the Tenant is directly accountable to TNB forpayment of electricity consumed by the Tenant at the Demised Premises. TheTenant must, unless otherwise agreed, pay all costs associated with the meter.

6.3 If, either:

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

(b) a direct connection to electricity supply from TNB is feasible butpending the approval by TNB of the Tenants application for directconnection to electricity supply from TNB as envisaged in clause 6.2

and actual direct connection to such electricity supply;

the Landlord shall allow the Tenant to use the existing electricity supply to theBuilding on the following conditions:

(i) the Tenant shall install a separate sub-meter to such existingelectricity supply;

(ii) the Tenant shall lay and connect the appropriate wiring from asuitable point in the Building to the Demised Premises;

(iii) the Tenant shall carry out readings of the sub-meterperiodically together with the Landlord; and

(iv) the cost of connection and installation shall, unless otherwise

agreed, be borne by the Tenant.

The Landlord may then issue an invoice to the Tenant for payment of therelevant electricity charges, which invoice shall be paid by the Tenant withinthirty (30) days of Tenants receipt of such invoice.

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

services.



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7. TAXES, RATES AND ASSESSMENTS

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

8. USE OF THE DEMISED PREMISES

8.1 Permitted Use

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

8.2 Quiet Enjoyment

The Tenant has a right to quiet enjoyment and possession of the DemisedPremises at all times through the Term without any interruption by the

Landlord or any person claiming under or through the Landlord.

8.3 Other Parts of the Property

(a) The Tenant may use so much of the other parts of the Property as isreasonably required to obtain access to the Demised Premises and forthe Installation, Commissioning, Operation and Maintenance of theTenants Equipment during the Term

(b) The Tenant will make good any damage to such other parts of theProperty which the Tenant causes:

(i) as soon as practicably possible; and(ii) as near as practicably possible to its state before such use;fair wear and tear excepted.

8.4 Cabling and Supports

(a) If required for the Permitted Use, the Tenant may install, affix,remove, dismantle, maintain, repair, replace and use above or belowground including on the internal and external walls of the Building,cable trays, conduits and cabling to and from the Demised Premises.

(b) In exercising its rights under this clause, the Tenant shall:(i) use its efforts not to cause any lasting material damage to theProperty or cause any permanent material interference with theuse of the Property by the Landlord or by any other occupantwho has an interest in the Property, which interest was madeknown to the Tenant prior to the date of this Agreement; and

(ii) restore the surface of the Property so used as soon aspracticably possible and as near as practicably possible to itsstate before such use to the Landlords reasonable satisfaction,fair wear and tear excepted.

8.5 Connections



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(a) If any parts of the Demised Premises do not connect with each other orthe Demised Premises are partly or wholly on any part of the Building,the Tenant may run above or below-ground cabling, wiring, piping,earthing straps, conduit and support structures over the Property orwithin or upon the Building as are necessary for the safe, continuous

and proper use of the Tenants Equipment.

(b) In exercising its rights under clause 8.5(a), the Tenant shall not causeany material damage to the Land or material permanent interferencewith the use of the Land by the Landlord or by any other occupantwho has an interest in the Land, which interest was made known to theTenant prior to the date of the Agreement.

8.6 Signs

(a) The Tenant may display signs at, on or about the Demised Premises

for operational or safety reasons or as required by law or anyAppropriate Authority.

(b) The Tenant shall ensure that such signs comply with the requirementof any Appropriate Authority.

8.7 Restriction on Use

The Tenant shall not use the Demised Premises for any illegal, unlawful orimmoral purposes and shall not do or permit to be done any act or thing whichmay become a nuisance or give reasonable cause for complaint from any of

the tenants or occupiers of the Property or any other buildings adjoining theProperty or store dangerous, noxious or inflammable substances on theDemised Premises except only as may be reasonably required for thePermitted Use.

9. SALE OR DISPOSAL OF THE PROPERTY

9.1 In the event the Landlord shall sell or dispose of the Demised Premises or theProperty during the tenancy hereby granted, such sale or disposal shall besubject to this tenancy and the Landlord shall notify the Tenant of the

prospective sale at least two (2) months prior to the date of the intended sale

of the Demised Premises or the Property and procure that any purchaser ortransferee of the Demised Premises or the said Property shall duly observe andgive effect to all the terms and conditions of this Agreement.

10. ACCESS

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

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



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

11. INSTALLATION, MAINTENANCE, ALTERATION AND REMOVAL

11.1 Installation

The Tenant will, at its cost, install the Tenants Equipment at the DemisedPremises in a good and professional manner and in compliance with allAppropriate Authority consents.

11.2 Maintenance

Fair wear and tear excepted and subject to inevitable accident and inherent

structural defects, the Tenant shall keep in good repair and condition:

(a) the Demised Premises;

(b) any sign erected under clause 8.6; and

(c) any alteration carried out under clause 11.3;

but nothing in this clause shall oblige the Tenant to do any work of astructural or capital nature unless it is necessary and is due to the Tenantsnegligent act or omission.

11.3 Alteration

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

(a) the Tenants Equipment;

(b) signs erected under clause 8.6; and

(c) security fencing, if appropriate for the security of the Demised

Premises and/or protection of the Tenants Equipment.

In exercising its rights under this clause 11.3, the Tenant must:(a) comply with the requirements of any Appropriate Authority and

applicable law; and

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



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11.4 Removal and Reinstatement

On termination of this Agreement, the Tenant shall:

(a) vacate and return the Demised Premises to the Landlord in good repair

and condition, fair wear and tear excepted;

(b) remove all the Tenants Equipment; and

(c) repair any damage caused by the removal of the Tenants Equipment.

12. LANDLORDS RIGHT TO INSPECT AND REPAIR

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

12.2 The Landlord may require the Tenant by written notice to repair any damageto the Site for which the Tenant is liable. If the Tenant does not carry out theTenants obligations to repair within a reasonable time, the Landlord maycarry them out on the Tenants behalf but only after consultation andagreement with the Tenant on the repair cost.

13. DAMAGE AND DESTRUCTION

13.1 Rent Reduction

If any part of the Demised Premises or the Property is damaged or destroyed

(except where the damage or destruction was caused by the negligence of theTenant, its employees, contractors, or agents) resulting in the Tenant not beingable to use or gain access to the Demised Premises for the Permitted Use:

(a) the Rent shall, from the date that the Tenant notifies the Landlord ofthe damage or destruction, be reduced by a reasonable amountdepending on the nature of the damage; and

(b) clause 7.2 shall not be enforceable against the Tenant;

until the Demised Premises is fit for the Permitted Use or, as the case may be,

accessible to the Tenant for the Permitted Use.

13.2 Intention to Reinstate

The Landlord must notify the Tenant in writing, no later than one (1) monthafter the date of the damage occurring, of its intention, either:

(a) to not repair or reinstate the Demised Premises or the Property becausethe Landlord reasonably considers the repair or reinstatement of theDemised Premises or Property as being impracticable; or

(b) to repair or reinstate the Demised Premises or the Property, in whichcase the Landlord shall also notify the Tenant of the approximate



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commencement and completion dates for the repair or reinstatement.

If the Demised Premises continues, for a period of thirty (30) days or moreafter the date of the damage occurring, to be unfit for the Permitted Use orinaccessible, the Tenant may terminate this Agreement and surrender the

Demised Premises without liability.

14. LANDLORDS REPRESENTATIONS, WARRANTIES, COVENANTSAND UNDERTAKINGS

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

(a) to pay all present and future quit rent, rates, taxes, sewerage service

charge, water charges, assessments, maintenance and service chargesnow or to be imposed on or payable in respect of the DemisedPremises;

(b) to keep the roof, main structure, walls and the main drains and pipesand the common parts of the said Building in good and tenantablerepair and condition. The Tenant may serve upon the Landlord noticein writing specifying any repairs or installations necessary to be doneto comply with the Tenant's covenant in the preceding sentence andrequiring the Tenant forthwith to execute such repairs or installationsand if the Tenant shall not within fourteen (14) days after the service

of such notice proceed diligently with the execution of such repairsthen it shall be lawful for the Tenant to execute such repairs and/orinstallations and the costs thereof shall be a debt due from theLandlord to the Tenant and may, at the Tenants option, be deductedfrom the reserved rent payable to the Landlord by the Tenant .

(c) to allow the Tenant to install or cause to be installed in or on theDemised Premises such equipment and trade and other fixtures as arereasonably necessary for the operation of its business. Such equipmentand trade and other fixtures shall remain the personal property of theTenant and title thereof shall continue and vest in the owner thereof,

regardless of the manner in which the same may be attached or affixedto the Demised Premises but shall be removed not later than at thetermination of this tenancy.

(d) to keep the Property, including the Demised Premises, insured at alltimes throughout the terms of this tenancy against loss or damage byfire, storm, tempest and other risks and special perils normally insuredunder a policy of office insurance and to make all payments necessaryfor that purpose and in the event of any destruction or damage to theDemised Premises, unless resulting from some deliberate act of defaultof the Tenant, to rebuild and reinstate the Demised Premises and if the

Demised Premises shall in consequence of such destruction or damagebe unfit for occupation or use then to allow in respect of such period of



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unfitness for occupation or use suspension a pro-rata abatement of therent hereby reserved. If the Demised Premises is not rebuilt orreinstated as aforementioned within a period of three (3) months fromthe date of such destruction or damage then the Tenant shall be atliberty to terminate this tenancy forthwith upon the expiry of the said

period of three (3) months and upon such termination neither partyshall have any claims against the other save in respect of anyantecedent breach and as provided for herein.

(e) that the Landlord is the sole registered proprietor and sole beneficialowner of the Property and has the full power, right and authority todeal with the Property, including granting to the Tenant the tenancy ofthe Demised Premises in accordance with this Agreement and that thesame is not subject to any leases, tenancies (save for the tenancyhereby granted), encumbrances, liens, restrictions or defects in titleaffecting or which will affect adversely the rights granted to the

Tenant in and by this Tenancy Agreement and that there are no knownrestrictions, covenants, zoning or other regulations, bye-laws orordinances applicable to or affecting the Demised Premises which will

prevent or restrict the Tenant from conducting its business.

(f) that the Landlord, in entering into this Agreement, will not be incontravention of any law or in breach of any agreement, transaction,arrangement or other contractual obligation on the Landlord's partwhatsoever;

(g) to comply with all bye-laws, regulations and statutory requirements

pertaining to the structural condition of the Demised Premises.

(h) to comply with all the terms and conditions, stipulations, covenants,obligations and agreements in any existing or subsequent securitydocuments if the Property is made, or charged as, a security forwhatever reason.

(i) to permit the Tenant to endorse this tenancy on the register documentof title to the Property as a tenancy exempt from registration under the

provisions of the National Land Code 1965 and the Tenant shall causeto be cancelled such endorsement upon the expiration or termination ofthis tenancy and all costs incurred in connection therewith will be

borne solely by the Tenant.

(j) to obtain the consent of any mortgagee, chargee or lien-holder of or tothe said Property for the grant of this tenancy to the Tenant where suchconsent is required by law or the terms of any security documents towhich the Landlord is subject.

(k) that there is no litigation, arbitration, administrative or acquisitionproceeding before any court, arbitrator, governmental authority oragency pending or threatened against the Landlord or the DemisedPremises or the Property which would adversely affect the DemisedPremises or the Property and/or the performance by the Landlord of itscovenants and obligations under this Agreement.



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15. DEFAULT AND TERMINATION

15.1 Mutual Right to Terminate

This Agreement may be terminated forthwith by either Party on giving noticein writing to the other Party if:

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

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

(c) a court of competent jurisdiction shall make an order for winding-up in

respect of the other Party; or

(d) the other Party shall be unable to pay its debt within the meaning ofsection 218 of the Companies Act 1965; or

(e) the other Party shall become subject to an administration order; or

(f) the other Party shall enter into any voluntary arrangement with itscreditors; or

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

15.2 Landlords Right to Terminate

This Agreement may be terminated by the Landlord by seven (7) dayswritten notice to the Tenant without any further obligation or liability to theTenant if:

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

(b) the Tenant commits a material breach of this Agreement;

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

15.3 Tenants Right to Terminate

This Agreement may be terminated by the Tenant by seven (7) days writtennotice to the Landlord without any further obligation or liability to theLandlord if:

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



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notice from the Tenant requesting the Landlord to remedy the saidbreach; or

(b) in relation to a required consent, licence or permit for the PermittedUse; or the Installation, Commissioning, Operation and Maintenance

of the Tenants Equipment; or the provision by the Tenant of networkfacilities or network services:(i) an application to the Appropriate Authority is finally rejected;

or(ii) a consent, licence or permit is granted to the Tenant on terms

and conditions unacceptable to the Tenant; or(iii) a consent, licence or permit is cancelled, lapses or is otherwise

terminated.

15.4 Termination Without Cause

Notwithstanding the provisions of clauses 15.1, 15.2 and 15.3, either Partymay terminate this Agreement as follows:

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

(b) in the case of Landlord, by giving at least six (6) months prior writtennotice to the Tenant;

and, save in respect of any prior breaches by any of the Parties and upon therefund of the Rental Deposit and/or the Electricity Utility Deposit in

accordance with clause 5.1, there shall be no further claim by either Partyagainst the other.

15.5 Effect of Termination

Any termination of this Agreement howsoever occasioned shall neither affectany accrued rights or liabilities of either Party up to the date of the terminationnor the coming into force or the continuance in force of any provision hereofwhich is expressly or by implication intended to come into or continue inforce on or after such termination.

16. ASSIGNMENT AND SUBLETTING

16.1 Landlords consent

The Tenant may assign this Agreement to any third party with the Landlordsprior written consent, which will not be withheld, if the Tenant demonstrates,to the reasonable satisfaction of the Landlord, that any proposed new tenant isfinancially secure and intends to use the Demised Premises for the PermittedUse or for another purpose as may be approved by the Landlord, actingreasonably.

16.2 Assignment to Related Corporation



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(a) Notwithstanding clause 16.1, the Tenant may assign this Agreement orsublet or grant a licence of the Demised Premises to any relatedcorporation (as defined in section 6 of the Companies Act 1965) of theTenant without the Landlords consent being required.

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

16.3 Infrastructure Sharing with Telecommunications Operators

In the event the Tenant intends, or is required, to share in the use of theDemised Premises or any part(s) thereof or in the use of any of the TenantsEquipment on the Demised Premises with other telecommunicationsoperator(s) or entities appropriately licensed under the Communications andMultimedia Act 1998 (Act 588) (hereinafter collectively, Licensed Entities),

including co-operating with each other to establish an infrastructure sharingarrangement, or such Licensed Entities request to have theirtelecommunications facilities and/or telecommunications infrastructure co-located with the Tenants Equipment at the Demised Premises, the Tenantshall notify the Landlord of such intention, requirement or request at least one(1) month prior to the anticipated start date of the infrastructure sharing and/orco-location and secure the Landlords consent of the same. The Landlord,upon receiving the notification and request for consent, shall not unreasonablywithhold or delay the granting of such consent and shall, within fourteen (14)days thereof, expressly allow and permit such Licensed Entities to share in theuse of the Demised Premises or any part(s) thereof or in the use of the

Tenants Equipment or in the co-location of their (Licensed Entities)telecommunications facilities and/or telecommunications infrastructure withthe Tenants Equipment at the Demised Premises.

16.4 Licensing of Rights

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

17. COMPULSORY ACQUISITION

17.1 The Landlord hereby warrants and undertakes to the Tenant that as at the dateof this Agreement, the Landlord has no knowledge nor has any reason to

believe that the Property or any part thereof has been acquired or is subject toacquisition by any governmental, statutory, urban or municipal authority orthat any advertisement in the Government Gazette of such intention has been

published pursuant to either Section 4 or Section 8 of the Land AcquisitionAct, 1960 (Act 486) or any other relevant enactment.

17.2 In the event that the Landlord shall at any time during the Term receive anotice from the Appropriate Authority issued under the Land Acquisition Act1960 (Act 486) for the acquisition of the Property, the Landlord shall withinseven (7) days of the Landlords receipt of such notice, notify the Tenantregarding the said notice and provide to the Tenant, on the Tenants request, acopy of the said notice.



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

17.3 Notwithstanding anything in this clause 17, the Tenant may, upon receiptfrom the Landlord of the land acquisition notice envisaged in clause 17.1 orupon becoming aware of the intended acquisition of the Property, terminatethis Agreement forthwith by notice to the Landlord, with, subject to clause15.5, no liability to the Landlord.

18. GENERAL

18.1 Notice

(a) In writing

Any notice given under this Agreement must be in writing and may beserved by:-(i) giving to the other Party personally;(ii) sending it to the other Partys facsimile number; or(iii) posting it to the other Party at the other Partys address as

stated in this Agreement.A Party may at any time change its address, postal address or facsimilenumber by written notice to the other Party.

Any notice given to the Tenant pursuant to the terms of thisAgreement must be copied to:

HeadLegal and Regulatory Affairs Department8th Floor, One Oriental Place,1 Jalan Hang Lekiu,50100 Kuala Lumpur

(b) Timing

Any notice given under this Agreement is taken to be received:(i) if hand delivered, on delivery;(ii) if posted, on the third Business Day after posting; and(iii) if sent by facsimile, when the machine sending the facsimile

generates a report showing that the total number of pages of thefacsimile were successfully sent to the facsimile number of theaddressee.

18.2 Severability

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



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Agreement and the remainder of the provision in question shall remain in fullforce and effect.

18.3 Waiver

No forbearance, delay or indulgence by either party in enforcing theprovisions of this Agreement shall prejudice or restrict the right of that partynor shall any waiver of its rights operate as a waiver of any subsequent breachand no right, power or remedy herein conferred upon or reserved for either

party is exclusive of any other right, power or remedy available to that partyand each such right, power or remedy shall be cumulative.

18.4 Confidentiality

Each Party shall treat as confidential all Confidential Information and shallnot divulge to any person (except to such Partys own officers, employees,agent and consultants who need to know the same) without the other Partys

prior written consent provided that this clause shall not extend to informationwhich:

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

(b) is disclosed to the receiving Party by a third party who is not, to thereasonable knowledge of the receiving Party, in breach of anobligation of confidentiality;

(c) is already known or independently developed by the receiving Partywithout use of the Confidential Information or breach of anyobligation of confidentiality, provided that the Receiving Party candemonstrate the same by written records;

(d) is required to be disclosed by applicable law or by order of a court ofcompetent jurisdiction or by any regulation, rule, order or requirementof any governmental or regulatory authority or securities exchange,

provided that the receiving Party shall (if and to the extent permitted bylaw and to the extent reasonably practicable) advise the disclosing Party

prior to such disclosure so that the disclosing Party has an opportunity toreview and comment on the proposed disclosure and if it wishes to do so(at its own cost), seek to defend, limit or protect against such disclosure,and the receiving Party will disclose only that portion of the ConfidentialInformation which is required to be disclosed.

18.5 Costs

(a) Legal CostsEach party must bear their own legal costs for the preparation,negotiation and execution of this Agreement.

(b) Stamp Duty

Any stamp duty payable in respect of this Agreement will be borne bythe Tenant.



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18.6 Governing Law and Jurisdiction

(a) This Agreement shall be governed by and construed in accordancewith the laws of Malaysia.

(b) Any dispute which may arise between the Parties concerning thisAgreement shall be determined by the Malaysian courts and the partieshereby submit to the exclusive jurisdiction of the Malaysian courts forsuch purpose.

18.7 Entire Agreement

This Agreement supersedes all prior agreements, arrangements andunderstandings between the parties and constitutes the entire agreement

between the Parties relating to the subject matter hereof. No addition ormodification to this Agreement shall be binding upon the Parties unless made

by a written instrument signed by a duly authorized representative of each ofthe Parties.

19. SPECIAL CONDITIONS

Any special conditions included in this Agreement will be specified in Section13 of the Schedule. If there is any inconsistency between any specialcondition and the terms contained in the main body of this Agreement, thespecial condition shall take precedence.

IN WITNESS WHEREOF the parties hereto or their respective duly authorisedrepresentative have hereunto set their respective hands the day and year first abovewritten.

Signed by the Landlord )inthe presence of: )

Name:Title:

Name:Title:

Signed by the Tenant )in the presence of: )



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Name:Title:

Name:Title:

SCHEDULE(to be read and construed as an integral part of this Agreement)

Section Description Particulars

1 The day and year of this Agreement [Date of the Agreement]

2 Landlord Name:

Address:

Legal Status:

3 (a) Land [Particulars of the Land including

Geran no., Lot no., daerah, mukim]

(b) Building [Description and Postal Address ofBuilding]

4 Demised Premises [ Description of actual part orportion of the Land or Building that

is the subject of the tenancy]

5 Permitted Use Installation, Commissioning,Operation and Maintenance of theTenants Equipment

6 Commencement Date [Date of the commencement of thetenancy created by this Agreement]



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7 Initial Term Three (3) years

8 Maximum Rent AdjustmentPercentage for Upward Adjustment

[The cap on the percentage rate forany agreed upward adjustment of

the Monthly Rental]

9 Renewal Term [3 additional terms of 3 years each to specify start and end dates ofeach of the additional terms]

10 Monthly Rental [Rent amount per month]

11 Rental Deposit [ Amount of rental deposit forsecuring rental payment]

12 Electricity Utility Deposit [Amount of electricity utility depositfor securing payment of electricityusage charges]

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



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EXHIBIT 1 TO THE SCHEDULE

Layout Plan of Demised Premises

TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)

Documents

Transcript of TA_template_for Rooftop Antenna2_final Version (05Aug09) (Clean)