Common use of LESSOR'S COVENANTS Clause in Contracts

LESSOR'S COVENANTS. The lessor hereby covenants and agrees with the Lessee as follows: [a] To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests herein.

LESSOR'S COVENANTS. The lessor Lessor hereby covenants with Lessee that (a) Lessor has good title and agrees is the absolute owner of the Demised Premises and it has the full right, absolute power and authority to deal with the Demised Premises and to grant a lease in respect of the Demised Premises upon such terms as it deems fit, free from all claims and encumbrances. In the event there being any defect or deficiency or inadequacy in Lessor’s right to execute this Lease, Lessor undertakes to indemnify Lessee against all consequences arising there from including damages, losses, costs or any other claims/actions, or proceedings by others in respect of quiet and peaceful use, occupation and possession of the Demised Premises. (b) The Demised Premises can be used for general office purposes as follows:a bonded area for an export only unit. [a] To insure (c) The Demised Premises is free from all encumbrances, charges and keep insured liens whatsoever and Lessor has not entered into any similar agreement or arrangement with any person/persons for providing use and occupation of the demised premises Demised Premises to which Lessee is entitled to under this Lease. (d) Lessor has obtained all requisite statutory and other approvals from governmental/local authorities, if any, to let out the Demised Premises for the purposes of Lessee and that the Demised Premises is fit for use of Lessee for its full insurable value under business, and Lessor has obtained all necessary governmental approvals and permits for the use of the Demised Premises by Lessee. (e) Lessor has paid and shall pay and discharge all existing and future taxes, rates, cesses, duties, charges, levies, fines, penalties, and other outgoings that may be levied, imposed or charged in respect of the Demised Premises and existing and future surcharges, and the Municipal Corporation tax. If there is any default in payment of taxes etc. Lessee is entitled to make the payments and recover the same from Lessor. Any such amount to be paid by Lessee will be adjusted against the Maintenance Charges Lessee has to pay to Lessor as mentioned in Section 4(e). (f) Lessor shall maintain the Demised Premises in good Lesseeable condition and execute at its expense all structural repairs to the Demised Premises and maintain the Demised Premises in habitable condition for the use and enjoyment of Lessee. (g) In case of any legal problem pertaining to the Demised Premises or for using or occupying of same for office by the Lessee, the total liability will be that of Lessor. If due to any such problem the Demised Premises or any part thereof cannot be used by Lessee, then Lessee will not be liable to make any payment for the period the Demised Premises remained unused. However, such legal problem should not arise out of any act or omission on part of Lessee. In that case Lessor shall not have any liability whatsoever towards Lessee. (h) Lessor is free to dispose of or encumber its interest in the Demised Premises whether by way of sale, transfer, charge, mortgage, or otherwise, with prior intimation to Lessee. In the event Lessor disposes of or encumbers its interest in the Demised Premises in any manner whatsoever, Lessor covenants to obtain an unconditional written acknowledgement from the transferee/mortgagee/charge, as the case may be, to be bound by the terms and conditions of this Lease Deed. In the event of a reputable Brokers transfer of the rights of Lessor, Lessor shall in addition obtain a written confirmation that the transferee shall fully assume the obligations and covenants herein on the part of Lessor to be performed. (i) Lessor shall maintain insurance Policy [including for the Property, the Demised Premises and the fittings, interior and fixtures within the Demised Premises insuring the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of the Lessee with respect of the demised premises] and interest in such property in the case event of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-lawsfire, regulations or requirements of the local council, casualty or other Government loss and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests hereindamage.

LESSOR'S COVENANTS. The lessor Lessor hereby covenants and agrees with the Lessee as follows: [(a] To insure ) the Lessor will not, at any time prior to termination of the Lease and keep insured redelivery of the demised premises Aircraft, consent to any amendment, supplement, change or modification to or any waiver of, any provision of the Lease or any transfer of any interest of the Lessee, in any case, to the extent that such amendment, supplement, change, modification, waiver or transfer would have a Material Adverse Effect on the Agent, any Lender or any Protected Party, without the prior written consent of the Agent; (b) the Lessor shall not assign any of its full insurable value rights or obligations under the Lease without the prior written consent of the Agent; (c) the Lessor will promptly send to the Agent, all notices or demands which the Lessor shall be permitted or required to send to the Lessee under the provisions of the Lease or which the Lessor receives from the Lessee; (d) the Lessor will instruct the Lessee, to the extent permitted under the Lease, to cause the Collateral Agent, the relevant Aircraft Subsidiaries, the Agent, the Borrower, any applicable Servicer and each Lender (which requirement shall be satisfied with respect to the Lenders if such policy lists “each Lender from time to time a reputable Brokers party to the Warehouse Loan Agreement dated November 7, 2007”) to be named additional named insureds under each liability insurance Policy [including policy required to be maintained under the Lease together with each of their respective affiliates, employees, officers, directors, representatives and agents. The Lessor will instruct the Lessee, to the extent permitted under the Lease, to name the Collateral Agent as the sole loss payee or contract party (or loss payee or contract party for the account of the Protected Parties) under each hull insurance policy required to be maintained under the Lease; and (e) the Lessor will take, or cause to be taken, at the Lessor’s appliances sole cost and furniture expense, such action with respect to the recording, filing, re-recording and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s refiling of the Lessee with respect Lease and this Assignment and any other instruments in any jurisdiction that may be necessary or that the Agent may reasonably request (including, without limitation, the filing or one or more financing or continuation statements or amendments thereto without the signature of or in the name of the demised premises] Lessor), to establish, protect, preserve, and/or perfect the lien created by this Assignment, and in will furnish to the case of damage or destruction Agent timely notice of the demised premises [unless the insurance moneys shall necessity of any such action, together with such instruments, in execution form, and such other information as may be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred enable the Agent to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests hereintake such action.

LESSOR'S COVENANTS. The lessor hereby covenants (a) Lessor shall have no obligations with respect to the maintenance, repair or replacement of the Demised Premises or any portion thereof except as set forth in Section 7.2 below. Furthermore, notwithstanding anything to the contrary contained in this Lease, if Lessor receives a notice from Lessee under Chapter 186, Section 19 of Massachusetts General Laws, whether or not such chapter or section is cited in such notice, and agrees with whether or not the notice describes a matter that is the responsibility of Lessor, Lessor may immediately enter the Demised Premises and perform such work as may be determined by Lessor to be required. To the extent such work is Lessee’s responsibility hereunder, the cost of all such work shall be billed to and paid by Lessee as follows:additional rent hereunder. [a] (b) To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the best of Lessor’s appliances and furniture and fittings but excluding knowledge, Lessor has not received written notice that the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s Demised Premises are in violation as of the Lessee with respect date of the demised premises] and in the case this Lease of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-any laws, ordinances, regulations or requirements orders of any authority having jurisdiction thereover as of the local councildate of this Lease. As used herein, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and “Lessor’s knowledge” shall promptly attend to these repairs and maintenance of mean the demised premises necessitated by fair wear and tearactual, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilingsconscious knowledge only, and roof in a good not any implied, imputed or constructive knowledge, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Manager of Lessor, without any independent investigation and tenantable conditionwithout any duty or obligation to investigate. [c] To pay Notwithstanding anything to the local council or other local Authority rates assessed contrary contained herein, Lessee acknowledges that Lessee shall not be entitled to rely on the demised premises. [d] That foregoing representation made by Lessor to the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the extent Lessee shall have or obtain actual knowledge of any information that was contradictory to such representation or warranty, and Lessor shall have no liability with respect to the full foregoing representation to the extent that prior to the date of this Lease, Lessee discovers or should have discovered as a result of Lessee’s due diligence, investigations and free use and benefit inspections of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in Demised premises that contradicts such representation or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence renders such representation untrue or defaultincorrect. [f*] During the currency of the Agreement should the demised premises be sold at anytime during the currency = Portions of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Agreement to the intent that the purchaser of the demised premises must undertake to continue exhibit has been filed separately with the Lessor’s obligations contained herein, Securities and must further undertake not to prejudice the Lessee’s interests hereinExchange Commission.

LESSOR'S COVENANTS. The lessor hereby Lessor covenants and agrees with the Lessee as follows:Tenant [a] To 5.3.1 to insure and keep insured to procure that the demised premises to its full insurable value under a reputable Brokers Superior Lessor insures (unless such insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned is vitiated by the occupants and the invitee’s of the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the any act or default of the Lessee] Tenant any subtenant or their respective servants agents licensees or invitees) the Premises against damage caused by fire lightning explosion aircraft (or other aerial device) or articles failing from them riot civil commotion malicious persons acts of terrorism earthquake storm tempest flood bursting and overflowing of water pipes tanks and other apparatus impact by mechanically propelled vehicles three years loss of rent VAT and Service Charge it being agreed that the Lessor may (where reasonable to rebuild do so) when calculating the appropriate sum against which to insure in respect of loss of rent take account of the level of rent likely to be paid following rent review pursuant to clause 7: 5.3.1.1 the obligation to insure against any particular risk is subject to insurance for that risk being ordinarily available from a reputable insurer for the Premises 5.5.1.2 the insurance will be subject to any exclusions conditions and reinstate excesses that the demised premises. [b] To carry out insurer requires 5.3.2 to effect this insurance with a reputable insurance company or with reputable underwriters and through any reputable agency that the Lessor may from time to time decide 5.3.3 that this insurance will be for the full cost of reinstatement including (without limitation): 5.3.3.1 temporarily making the Premises safe and protecting any adjoining structures 5.3.3.2 debris removal demolition and site clearance 5.3.3.3 the cost of obtaining planning and all structural repairs or alterations to other statutory and other consents 5.3.3.4 architects' surveyors' and other fees 5.3.3.5 the demised premises which maybe necessary to comply cost of complying with all by-laws, regulations or the requirements of any statute or Competent Authority 5.3.3.6 any VAT that may be payable on or in respect of any of these costs and fees PROVIDED THAT the local council, or other Government Tenant may at any time during the Term notify the Lessor in writing if it considers that the insurance is for less than the full cost of reinstatement and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain amount the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have Tenant considers to be the full cost of reinstatement and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition effect such increased insurance cover as the Tenant may reasonably require 5.3.4 to produce to the Tenant on demand reasonable evidence of the terms of the policy and proper working order of payment of the water, electricity, sewerage, and drainage installations in or serving last premium 5.3.5 to notify the demised premises except Tenant of any change in the case of defects occasioned risks covered by the Lessee’s negligence or default. [f] During policy 5.3.6 to notify the currency insurers of the Agreement should Tenant's interest in the demised premises be sold at anytime during Premises and to have such interest noted on the currency policy of this Lease the Lessor will insurance and to take all reasonably necessary steps to ensure that the sale any undertenant's interest is made expressly and unequivocally subject to this Agreement noted on such policy of insurance as to the intent that matter in dispute and which he shall consider but shall not in any way be limited or fettered thereby and he shall determine the purchaser of the demised premises must undertake to continue matter in dispute in accordance with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests herein.his own judgement

LESSOR'S COVENANTS. The lessor hereby Lessor covenants and agrees with the Lessee as followsagrees: [(a] To insure ) That Lessor owns the premises and keep insured the demised has good and legal right to lease said premises to its full insurable value under a reputable Brokers insurance Policy [including Lessee and that Lessor will put Lessee in possession thereof, and, so long as Lessee pays the Lessor’s appliances Lease Payments and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent Additional Payments hereby reserved and performing observes and performs the lessee’s covenants hereinbefore contained several covenants, stipulations and agreements provided on Lessee's part, Lessee shall and may peaceably hold and enjoy the demised premises during the term hereby granted hereof without any interruption or disturbance from by Lessor or by any person rightfully claiming under Lessor; (b) That Lessee may, at its sole cost and expense, make other such additions, changes and alterations in and to any part of the lessor premises as Lessee from time to time may deem necessary or advisable, subject to the express conditions set forth in Paragraph 5 hereof, (c) That Lessee, notwithstanding the provisions of Paragraph 5(e) hereof, shall have the right to contest any mechanic's or other similar lien filed against or upon the described premises if within the 30-day period referred to in said Paragraph 5(e) hereof it notifies Lessor in writing of its intention to do so and, if requested by Lessor, deposits with Lessor a bond (or other reasonably acceptable security) in favor of Lessor, with a surety company reasonably acceptable to Lessor as surety, in the penal sum of at least the amount of the lien claim so contested plus an additional amount equal to interest thereon for six months at the current statutory rate of interest, indemnifying and protecting Lessor from and against any liability, loss, damage, cost and expense of whatever kind or nature growing out of or in any way connected with said asserted lien in the contesting thereof, but all on the condition that Lessee diligently prosecute such contest, at all times effectively stay or prevent any official or judicial sale of the premises, or any person part thereof or persons lawfully claiming through interest therein, under execution or in trust for itotherwise, and pay or otherwise satisfy any final judgment adjudging or enforcing such contested lien claim and thereafter promptly procure record release or satisfaction thereof; (d) That any part of the structure and any fixtures paid from funds of Lessor shall remain the property of Lessor. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full right to remove from the premises any and free use all machinery, equipment and benefit fixtures owned by or paid for by Lessee, provided, however, that Lessee shall repair any physical damage to Lessor's property caused by the removal of any such machinery, equipment or fixtures; (e) That Lessee shall have the right, in its or Lessor's name, to contest the validity or amount of any imposition, as defined in Paragraph 5(o) hereof, which Lessee is required to bear, pay and discharge pursuant to the terms of this Lease, by appropriate legal proceedings instituted, at least ten (10) days before the imposition complained of becomes delinquent, but only if and provided that Lessee, before instituting any such contest, gives Lessor written notice of its intention so to do and, if requested in writing by Lessor, deposits with Lessor a bond (or other reasonably acceptable security) in favor of Lessor, with a surety company reasonably acceptable to Lessor as surety, in a penal sum of at least the amount of the same and without limiting imposition so contested plus an additional amount equal to interest thereon for six months at the generality current statutory rate of interest, conditioned upon the payment, if so adjudged, of the foregoing the Lessor will contested imposition, together with all interest and penalties accruing thereon and costs of suit, if any, and provided further that Lessee diligently prosecutes any such contest, at all times maintain in good condition and proper working order the water, electricity, sewerageeffectively stays or prevents any official or judicial sale therefore under execution or otherwise, and drainage installations in promptly pays any final judgment enforcing the imposition so contested, and thereafter promptly secures record release or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [satisfaction thereof, and provided further, that Lessee hold Lessor whole and harmless from any costs and expenses Lessor may incur related to any such contest; (f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of ) That Lessor is authorized to (i) enter into this Lease and perform its obligations hereunder, and (ii) grant Lessee the option to purchase the premises as set forth herein; (g) That Lessor will ensure that not transfer or encumber the sale is made expressly premises or impose any new restrictions on the premises without Lessee's prior written consent; and (h) That Lessor will construct the building and unequivocally subject improvements on the premises in accordance with the plans, specifications and standards necessary for Lessee to this Agreement to continue its operations, and approved by Lessee and the intent that EDA. (i) To bear, pay and discharge, before the purchaser delinquency thereof, all taxes and assessments, general and special, if any, which may be lawfully taxed, charged, levied, assessed or imposed upon or against or be payable for or in respect of the demised premises, or any part thereof, or any improvements at any time thereon or Lessee's interest therein or under this Lease, including any new lawful taxes and assessments not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in addition to taxes or assessments now or heretofore customarily levied against said premises must undertake to continue with the Lessor’s obligations contained hereinor against comparable real property in general, and must further undertake not to prejudice the Lessee’s interests hereinincluding all water and sewer charges, assessments, and other governmental charges and impositions whatsoever, foreseen or unforeseen.

LESSOR'S COVENANTS. The lessor hereby covenants and agrees with the Lessee as followsfollows : [a] To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests herein.

LESSOR'S COVENANTS. The lessor Lessor hereby represents, warrants, covenants and agrees with the Lessee as follows: [(a] ) That Lessor has full right and authority to lease the Leased Space and to carry out its obligations under this Sublease Agreement. (b) To insure the best of Lessor's knowledge, the Leased Space may be used for warehouse, office, research and keep insured the demised premises development and manufacturing purposes under all applicable zoning, wetlands, conservation and other ordinances and regulations; Lessor knows of no reason why an occupancy permit will not be issued with respect to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s Tenant's use of the Lessee Leased Space. (c) Lessor's Landlord has agreed with respect the Owner pursuant to the ▇▇▇▇▇▇▇▇▇ that the Owner will maintain all structural portions of the demised premises] Premises including foundations, roofs, exterior walls, structural members and other supporting structures, provided that the Owner shall not be responsible (and Tenant shall be responsible) for repair of (i) leaks occurring by reason of roof penetrating structures installed or constructed by Tenant after the Commencement Date; and (ii) isolated minor leaks occurring in roofs to the case Leased Space which are properly repaired by simple patching procedures (as opposed to a leak or series of damage leaks which properly require replacement or destruction restoration of all or any portion of a roof), provided, further that the Owner and Lessor shall not be obligated to make any repairs required by reason of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act negligence or default of the Lessee] to rebuild Tenant, its officers, agents, employees, and reinstate the demised premises. [b] To carry out all structural repairs or alterations invitees except to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so extent that the Lessee Owner shall have the full and free use and benefit of be insured against the same and without limiting receive the generality proceeds of such insurance and the foregoing Owner's mortgagees shall not retain the Lessor will at proceeds of such insurance. (d) To the best of Lessor's knowledge, the building on the Premises, of which the Leased Space forms a portion, is in compliance with all times maintain applicable federal, state and local laws, ordinances, rules and regulations. (e) To the best of Lessor's knowledge, such building is free of structural defects, and such building's systems, including but not limited to HVAC, electrical and plumbing, are in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests hereinorder.

LESSOR'S COVENANTS. The lessor Lessor hereby covenants and agrees with the Lessee as follows: [(a] To insure ) That the Lessee paying the Rent and keep insured performing the demised premises to its full insurable value under a reputable Brokers insurance Policy [including covenants and agreements on the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s part of the Lessee with respect of may quietly possess and enjoy the demised premises] Property during the Term without any lawful interruption from the Lessor or any person claimed under or in trust for the Lessor. (b) To return to the Lessee any Rent payable and in fact paid in advance for any period while the case Property is rendered uninhabitable or inaccessible by reason of damage fire or destruction of the demised premises [such other risk (unless the insurance moneys shall be found to be irrecoverable through result of the act or default of the Lessee] ) the amount in case of dispute to rebuild be settled by Arbitration. (c) To use reasonable endeavours (at the sole cost and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements expense of the local council, or other Government Lessee) to ensure that the Superior Lessor complies with its obligations under the Superior Lease to insure the Property and local Authority or as required the furniture fixtures and effects and Inventory. (d) To use its reasonable efforts (at the sole cost and expense of the Lessee) to cause the Superior Lessor to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing the lessee’s covenants hereinbefore contained shall and may peaceably hold and enjoy the demised premises during the term hereby granted without any interruption or disturbance from or by the lessor or any person or persons lawfully claiming through under or in trust for it. [e] To keep in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the waterinstallations contained in the Property for the supply of water and electricity and all mechanical and electrical items, electricityexcluding the appliances installed in the completion of the Works (including all kitchen appliances, sewerageair conditioning, hot tub, and drainage installations in other mechanical or serving the demised premises electrical appliances) but including all washing machines and other similar mechanical or electrical appliances save and except for any radio or television sets as are included in the case furniture equipment and effects but not further or otherwise PROVIDED that this agreement shall not be construed as requiring the Lessor to carry out any works for which the Lessee is liable by virtue of defects occasioned his duty to use the Property and the furniture equipment and effects in a tenant-like manner and PROVIDED FURTHER that the Lessee shall indemnify the Lessor in respect of the cost of repairs to such installations or items resulting from misuse of the same howsoever and by whomsoever caused (e) To use its reasonable efforts (at the sole cost and expense of the Lessee’s negligence or default. [f] During ) to cause the currency Superior Lessor to keep in good repair and condition the structure and exterior of the Agreement should Property and to paint the demised premises be sold at anytime during roof and the currency of this Lease external walls as and when necessary or required but not less than once in every three years for the Lessor will ensure that roof and once in every five years for the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests hereinexternal walls.

LESSOR'S COVENANTS. The lessor hereby Lessor covenants and agrees with the Lessee as follows:follows:- [a] To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of 7.1 that if the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent Rent hereby reserved and performing observe and perform the lessee’s covenants hereinbefore stipulations on their part herein contained they shall and may peaceably hold and enjoy the demised premises Demised Land during the term hereby granted Contractual Term without any interruption or disturbance from or by the lessor Lessor or any person or persons lawfully rightly claiming through under or in trust for it. [e] To ; 7.2 to grant the Option to Renew the Lease as stated in Clause 9; 7.3 to procure MEC to pay all existing and future quit rents and rates (assessment) and outgoings payable by law in respect of the Demised Land which payments shall be deducted from the Rent as provided for in Clause 9.1(e) hereof; 7.4 to permit the Lessee to commence to fit out and renovate the Factory for its manufacturing and business activities forthwith upon execution of this Lease; 7.5 to permit the Lessee to repair and make good and any existing defects and damage to Factory at the cost and expense of the Lessor provided always that the costs of such repairs shall be evidenced by the appropriate receipts shall not exceed the sum of Ringgit Malaysia One Hundred and Six Thousand (RM106,000.00) and provided further that the Lessee shall advance for the costs of such repair and deduct such advances from the Rent payable under this Agreement; 7.6 to procure MEC to keep the roof, main structures, external walls, main drains and pipes of the Factory in good and tenantable repair and condition including if required by the relevant authorities, to repaint and redecorate the external walls of the Factory; 7.7 to permit (but it shall not be obligatory upon) the Lessee to execute such repairs or works as verified by the Valuer or make such payments or perform such obligations of the Lessor and/or MEC herein including in particular MEC's covenants in Clauses 7.1(g) and 7.2 at the cost and expenses of MEC upon the failure or refusal of the Lessor and/or MEC to forthwith execute the same and any costs and expenses incurred shall be deducted or set off against the Rent payable herein subject to a maximum non-cumulative deduction equivalent to one (1) month's Rent per annum; 7.8 to procure MEC to indemnify and keep the Lessee fully indemnified against all breaches by the demised premises Lessor of its statutory duties or obligations including environmental damage due to or arising from anything done or carried out by the Lessor or its authorised servants agents workmen on the Demised Land; 7.9 to permit the Lessee to sublet any part of the Demised Land to the Sub-Tenant on such terms and conditions as the Lessee may deems fit; and 7.10 to insure and keep the Factory fully insured for the full cost of rebuilding and reinstating the same with a reputable insurance office in the joint names of the Lessor and the Lessee against destruction or damage by fire, lightning, explosion, aircraft (including articles dropped from aircraft), riot, civil commotion, malicious persons, earthquake, storm, tempest, ▇▇▇▇▇, ▇▇▇▇▇▇ng and overflowing of water pipes, tanks and other apparatus and impact by road vehicles and in case of any such damage or destruction as aforesaid happening to the Factory or any part thereof to apply any money received by it in respect thereof under any insurance in reinstating and restoring the parts thereof so damaged or destroyed. Subject to and without prejudice to this Clause, if the Factory or any part thereof shall be rendered unfit for use by reason of the damage or destruction as aforesaid, the Rent or a fair proportion of the Rent according to the nature and extent of the damage or destruction sustained shall ceased to be payable until the Factory or the affected part shall have been rebuilt or reinstated so that the Lessee shall have Factory or the full affected part are made fit for occupation or use save and free use except that in the event that the Factory cannot be rebuilt and benefit reinstated or if the Tenant is unable to await the rebuilding and reinstatement of the same and without limiting Factory, the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests hereinshall absolutely determine.

LESSOR'S COVENANTS. The lessor hereby Lessor covenants and agrees with the Lessee as follows:follows:- [a] To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of 6.1 that if the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent Rent hereby reserved and performing observe and perform the lessee’s covenants hereinbefore stipulations on their part herein contained they shall and may peaceably hold and enjoy the demised premises Demised Premises during the term hereby granted Contractual Term without any interruption or disturbance from or by the lessor Lessor or any person or persons lawfully rightly claiming through under or in trust for it. [e] To ; 6.2 to grant the Option to Renew the Lease as stated in Clause 7; 6.3 to pay all existing and future quit rents and rates (assessment) and outgoings payable by law in respect of the Demised Premises hereof; 6.4 to permit the Lessee to commence to fit out and renovate the Demised Premises for its manufacturing and business activities forthwith upon execution of this Lease; . 6.5 to keep the roof, main structures, external walls, main drains and pipes of the Demised Premises in good and tenantable tenatable repair and condition at all times during the demised premises so contractual period; 6.6 to insure and keep the building in which the Demised Premises is situated and the Demised Premises fully insured for the full cost of rebuilding and reinstating the same against damage and destruction by all insurable risks provided that the Lessee shall have the full and free use and benefit be responsible for its own insurance in respect of the same Lessee's contents in the Demised Premises and in case of any such damage or destruction as aforesaid happening to the Demised Premise or any part thereof to apply any money received by it in respect thereof under any insurance in reinstating and restoring the parts thereof so damaged or destroyed. Subject to and without limiting prejudice to this Clause, if the generality Demised Premises or any part thereof shall be rendered unfit for use by reason of the foregoing damage or destruction as aforesaid, the Rent or a fair proportion of the Rent according to the nature and extent of the damage or destruction sustained shall ceased to be payable 4(r)-27 until the Demised Premises or the affected part shall have been rebuilt or reinstated so that the Demised Premises or the affected part are made fit for occupation or use save and except that in the event that the Demised Premises cannot be rebuilt and reinstated or if the Lessee is unable to await the rebuilding and reinstatement of the Demised Premises, the Lease shall absolutely determine; 6.7 to grant the Lessee the first option or first right of refusal to purchase the Land together with the building erected thereon at the same price offered to any other purchaser or if there is no other purchaser at the fair market value agreed between the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests herein.

LESSOR'S COVENANTS. 10.1 The lessor hereby covenants Lessor covenant and agrees agree with the Lessee as follows:follows:- [a] To insure and keep insured the demised premises to its full insurable value under a reputable Brokers insurance Policy [including the Lessor’s appliances and furniture and fittings but excluding the Lessee’s effects and also excluding all effects owned by the occupants and the invitee’s of 10.1:1 that if the Lessee with respect of the demised premises] and in the case of damage or destruction of the demised premises [unless the insurance moneys shall be found to be irrecoverable through the act or default of the Lessee] to rebuild and reinstate the demised premises. [b] To carry out all structural repairs or alterations to the demised premises which maybe necessary to comply with all by-laws, regulations or requirements of the local council, or other Government and local Authority or as required to keep in force any insurance policy referred to in paragraph 3[a] hereof and shall promptly attend to these repairs and maintenance of the demised premises necessitated by fair wear and tear, damage by fire, earthquake, storm, or hurricane or other inevitable accident and shall maintain the exterior structure of the demised premises including walls, doors, windows, floors, ceilings, and roof in a good and tenantable condition. [c] To pay the local council or other local Authority rates assessed on the demised premises. [d] That the Lessee paying the rent hereby reserved and performing observe and perform the lessee’s covenants hereinbefore stipulations on their part herein contained they shall and may peaceably hold and enjoy the demised premises Demised Premises during the term hereby granted Contractual Term without any interruption or disturbance from or by the lessor Lessor or any person or persons lawfully rightly claiming through under or in trust for it; 10.1:2 to grant the Option to Renew the Lease as stated in Clause 11; 10.1:3 to permit the Lessee to commence to fit out and renovate the Demised Premises for its business activities upon the Demised Premises being handed over to the Lessee on 15th February 2003. 10.1:4 to insure and keep the building in which the Demised Premises is situated and the Demised Premises fully insured for the full cost of rebuilding and reinstating the same against damage and destruction by all insurable risks 4(r)-11 provided that the Lessee shall be responsible for its own insurance in respect of the Lessee's contents in the Demised Premises and in case of any such damage or destruction as aforesaid happening to the Demised Premises or any part thereof to apply any money received by it in respect thereof under any insurance in reinstating and restoring the parts thereof so damaged or destroyed. [e] To Subject to and without prejudice to this Clause, if the Demised Premises or any part thereof shall be rendered unfit for use by reason of the damaged or destruction as aforesaid, the Rent or a fair proportion of the Rent according to the nature and extent of the damage or destruction sustained shall ceased to be payable until the Demised Premises or the affected part shall have been rebuilt or reinstated so that the Demised Premises or the affected part are made fit for occupation or use save and except that in the event that the Demised Premises cannot be rebuilt and reinstated or if the Lessee is unable to await the rebuilding and reinstatement of the Demised Premises, the Lease shall absolutely determine; 10.1:5 to pay all existing and future quit rents and rates (assessment) and outgoings payable by law in respect of the Demised Premises; 10.1:6 to keep the roof, main structures, external walls, main drains and pipes of the Demised Premises in good and tenantable repair and condition all the demised premises so that the Lessee shall have the full and free use and benefit of the same and without limiting the generality of the foregoing the Lessor will at all times maintain in good condition and proper working order the water, electricity, sewerage, and drainage installations in or serving the demised premises except in the case of defects occasioned by the Lessee’s negligence or default. [f] During the currency of the Agreement should the demised premises be sold at anytime time during the currency of this Lease the Lessor will ensure that the sale is made expressly and unequivocally subject to this Agreement to the intent that the purchaser of the demised premises must undertake to continue with the Lessor’s obligations contained herein, and must further undertake not to prejudice the Lessee’s interests herein.Contractual Term;