Page no. PARTICULARS OF LEASE 1 LEASE TERMS AND CONDITIONS 4

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Method of review or

adjustment

(Market/CPI

Adjustment/Fixed

Adjustment)

%/Fixed Amount

(for Fixed

Adjustment

Dates)

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Review Dates

Method of review or

adjustment

(Market/CPI

Adjustment/Mixed

Adjustment)

%/Mixed Amount

(for Mixed

Adjustment

Dates)

But not less than

103%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Greater of CPI

and 3%

Definitions and Interpretation

Definitions

(utilities) gas, electricity, telephone, water and other services;

(Rates and Taxes) Rates and Taxes including:

land tax calculated on the basis that the Land is the only land owned by the Landlord in the State of Victoria; and

all Rates and Taxes (and any other Costs which the Landlord incurs or becomes liable for) in respect of or incidental to the implementation of and compliance with a carbon pollution reduction or emissions trading scheme (or other Environmental Law with a similar objective);

(insurances) insurances including public risk and consequential loss insurance, and expenses payable on claims;

(maintenance and repair) the maintenance and repair of the Building;

(Building Services) the provision, running, maintenance, repair, servicing, testing and monitoring of the Building Services and Essential Safety Measures, including the Cost of any service and maintenance contracts and the fees paid to any specialist contractor;

(other facilities and services) the provision of any other facility or service for tenants of the Building including pest control, garbage removal, equipment cleaning and hiring, provision of a directory board, and security;

(Common Areas) the provision of cleaning services, refuse collection, lighting, security, landscaping, gardening and other services to the Common Areas and the provision and upkeep of any common toilet facilities; and

(management) the management, administration, control and security of the Building and the Land including the Costs associated with employing building managers and other staff, auditing and accountancy fees and managing agent fees.

the terms and conditions of this Lease; and

all information disclosed by (or on behalf of) the Landlord to the Tenant (or anyone on behalf of the Tenant) in connection with this Lease.

fails to comply with any Environmental Law;

fails to comply with any standard prescribed for that matter; or

presents, or may present, a risk of harm to human health or the Environment.

a receiver or receiver and manager of that property; or

anyone else who (whether or not as agent for that party) is in possession, or has control of that property to enforce an Encumbrance.

in respect of a corporation:

control of the composition of the board of directors of;

the ability to cast more than one half of the maximum votes that might be cast at a general meeting of;

control of more than one half of the issued capital in; or

the capacity to determine the outcome of decisions about the financial and operating policies of,

in respect of a trust estate:

the right to remove or appoint a trustee;

the right to control (directly or indirectly) the manner in which the trustee of that trust estate deals with the income or the capital of the trust estate; or

the right to nominate or alter the beneficiaries of that trust estate.

transmitting the document by email; or

transmitting, by email, notification that the document is given together with a hyperlink at which the document can be viewed and downloaded or the web address where the document can be viewed and downloaded.

emissions of substances (including greenhouses gases) into the Environment;

pollution of the Environment (including a carbon pollution reduction or emissions trading scheme);

energy and resource efficiency;

production, handling, transportation and disposal of hazardous substances or dangerous goods;

land use and planning; and

public health and occupational health and safety.

the Commencement Date;

if this Lease is one in a series of consecutive leases (whether granted pursuant to the exercise of options or otherwise) the commencement date of the first lease in that series (“Initial Lease”); and

the date that the Tenant or, if applicable, the tenant under the Initial Lease, first took occupation of the Premises, whether under this Lease, the Initial Lease or any other occupancy of all or any part of the Premises.

it becomes insolvent as defined in the Corporations Act, states that it is insolvent or is presumed to be insolvent under an applicable Law;

it is wound up, dissolved or declared bankrupt or takes, or tries to take, advantage of Part X of the Bankruptcy Act 1966 (Cth);

it becomes an insolvent under administration as defined in the Corporations Act;

a liquidator, provisional liquidator, Controller, administrator, trustee for creditors, trustee in bankruptcy or other similar person is appointed to, or takes possession or control of, any or all of its assets or undertaking;

it enters into or becomes subject to:

any arrangement or composition with one or more of its creditors or any assignment for the benefit of one or more of its creditors; or

any re-organisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

an application or order is made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken which is preparatory to or could result in any of (b), (c), (d) or (e) above;

it is taken, under section 459F(1) of the Corporations Act, to have failed to comply with a statutory demand;

it suspends payment of its debts, ceases or threatens to cease to carry on all or a material part of its business or becomes unable to pay its debts when they fall due;

any matter relating to it becomes subject to an investigation under the Australian Securities and Investments Commission Act 2001 (Cth) or the Corporations Act;

it dies or ceases to be of legal capacity or is otherwise incapable of managing its own affairs; or

anything occurs which has a substantially similar effect to any of the events listed in the other paragraphs of this definition or any action is taken that is preparatory to or could result in any of those events.

the Premises, the Building or the Land or their occupation, use or development;

fire prevention and detection or Essential Safety Measures;

insurance;

Works; or

the Environment.

the first Lease Year commences on the Commencement Date;

each subsequent Lease Year commences on the corresponding day of each succeeding year; and

a Lease Year may include a proportionate period between the end of the last complete Lease Year and the expiry or sooner termination of the Term.

are non-structural;

do not require any Approval; and

do not affect the Building Services or the external appearance of the Building.

the fixed percentage increase of 3% as required under clause 4.5; or,

by increase by a CPI Adjustment in accordance with the formula specified in clause 4.4.

the premises described in Item 6 the boundaries of which are:

the lower surface of any ceiling provided by the Landlord (above any ceiling tiles or other covering provided by the Landlord);

the upper surface of any floor provided by the Landlord (beneath any floor tiles or other floor covering provided by the Landlord); and

the centre line of inter-tenancy walls and the internal surface of any other walls (under any wall covering); and

the Landlord’s Property.

in parts of the Building which are outside of the Premises;

which may overload, jeopardize or prejudice the proper working of the Building Services or restrict their current or future operating capacity; or

which may affect the Premises or the Building or the Landlord’s ability to lease the Building.

Words and expressions

the singular includes the plural and vice versa;

words denoting any gender include all genders;

where a word or phrase is defined, its other grammatical forms have a corresponding meaning;

a reference to a party, clause, paragraph, schedule or attachment is a reference to a party, clause, paragraph, schedule or attachment to or of this Lease;

a reference to this Lease includes any schedules or attachments;

headings are for convenience and do not affect interpretation;

the background or recitals to this Lease are adopted as and form part of this Lease;

a reference to any document or agreement includes a reference to that document or agreement as amended, novated, supplemented, varied or replaced from time to time;

a reference to “$”, “A$” or “dollar” is a reference to Australian currency;

a reference to a time is a reference to Australian Eastern Standard Time or Australian Eastern Daylight Time, whichever is appropriate;

a reference to a party includes its executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns;

a reference to writing includes any method of representing words, figures or symbols in a permanent and visible form;

words and expressions denoting natural persons include bodies corporate, partnerships, associations, firms, governments and governmental authorities and agencies and vice versa;

a reference to any legislation or to any provision of any legislation includes:

any modification or re-enactment of the legislation;

any legislative provision substituted for, and all legislation, statutory instruments and regulations issued under, the legislation or provision; and

where relevant, corresponding legislation in any Australian State or Territory;

no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Lease or any part of it;

the words “including”, “for example”, “such as” or other similar expressions (in any form) are not words of limitation; and

the obligations and powers implied in leases by the Transfer of Land Act 1958 (Vic) do not apply to this Lease unless expressly incorporated in it.

Other rules of interpretation

(Approvals) if the doing of any act, matter or thing requires the Approval or agreement of any party, that Approval or agreement may be given conditionally or unconditionally or withheld in that party’s absolute discretion and is not deemed to have been given unless it is given in writing;

(joint and several liability) a promise, representation or warranty given by or in favour of two or more persons under this Lease is given by them or for their benefit jointly and severally;

(rights and powers subject to statute) the parties acknowledge that:

the exercise of a right or power under this Lease, including a right to terminate, may from time to time be subject to a statutory stay, limitation or restriction, including under Parts 5.1, 5.2 and / or 5.3A of the Corporations Act; and,

they must make their own searches, investigations, enquiries and evaluations in relation to any exercise or proposed exercise of a right or power under this Lease;

(Business Days) subject to clause 4.10 (b), if the day on or by which any act, matter or thing is to be done is a day other than a Business Day, the act, matter or thing must be done on the next Business Day;

(area of Premises) for the purpose of determining the area of the Premises (or any part or parts of it) the Property Council of Australia Limited Method of Measurement of Buildings current at the relevant time appropriate to the dominant nature and Permitted Use of the Premises must be used; and

(inconsistency within document) if a clause of this Lease is inconsistent with a schedule or attachment of this Lease, the clause prevails to the extent of the inconsistency.

Lease of the Premises and the Term

Grant of Lease

Reservations

(services) use the Premises for the passage of Building Services and any other services;

(access) subject to clause 15.13, enter the Premises (with other persons that it authorises, including its contractors) in order to:

view its state of repair;

carry out any Works considered necessary or desirable by the Landlord;

inspect, repair, renovate and maintain the Building, the Building Services or the Land;

comply with any Law;

obtain information, carry out tests and undertaking auditing to enable it to comply with its disclosure obligations under the BEED Act or obtain a ▇▇▇▇▇▇ rating for the Building (or any part of it);

show prospective tenants or purchasers around the Premises; or

perform any of its obligations or exercise any of its rights under this Lease including remedying a default of the Tenant under this Lease;

(“To Let”) display on the exterior or interior of the Premises a “To Let” or “For Lease” sign (or any sign of a similar nature) of reasonable size during the last 6 months of the Term (if by then the Tenant is not entitled to a renewal or extension of this Lease); and

(“For Sale”) display on the exterior or interior of the Premises a “For Sale” sign (or any sign of a similar nature) of reasonable size if the Landlord proposes to sell the Premises at any time during the Term.

Holding over

the Tenant is a monthly tenant on the terms and conditions of this Lease but modified so as to apply to a monthly tenancy;

either party may end the tenancy by giving one month’s notice to the other which may expire at any time;

the monthly rent starts at one twelfth of 105% of the Rent which the Tenant was paying immediately before the Term ended unless a different rent has been agreed; and,

the Landlord may increase the monthly rent by giving the Tenant one month’s notice at any time.

Option to renew

Exercise of option

If the Tenant serves a notice on the Landlord within the period for exercise of the option for the Further Term specified in Item 11 (if any) requesting a lease renewal for that specified Further Term then the Landlord must, subject to clause 3.2, renew this Lease for that Further Term in accordance with clause 3.3.

Time is of the essence for service of the notice by the Tenant under clause 3.1 (a).

Conditions precedent

persistently failed to pay the Rent or other payments due on the due dates for payment;

persistently breached any of its obligations under this Lease about which the Landlord has given the Tenant notice; or

failed to remedy any breach of its obligations under this Lease about which the Landlord has given the Tenant notice.

Terms of Lease renewal

the Lease must be amended to reflect any agreed changes made to it during the Term, including assignment;

the Particulars of Lease must be changed to reflect the details of the relevant Further Term specified in Item 11 (including the Rent in Item 9 which must be changed to reflect the amount determined in the manner specified in Item 11) and where relevant to reflect any other necessary changes;

the Lease must be changed to omit the clauses which are stated in Item 11 as not applying to the lease of the Further Term;

Item 11 must be deleted and replaced with “Item 11 Further Term - None” and this clause 3 must be deleted and replaced with “Clause 3 - Not used”; and

the Tenant must provide any lease security required under clause 6 and, if applicable, must procure that any existing Guarantors confirm that their existing guarantee and indemnity remains in full force and effect and extends to the Tenant’s obligations under the Lease during the Further Term.

Completion of the Lease for the Further Term

execute the Lease for the Further Term;

procure that all Guarantors execute any Guarantee or other document required by clause 3.3(e); and,

return all the executed documents and the required lease security to the Landlord.

Payments by the Tenant to the Landlord

Rent

Payment

Instalments

First payment

Market Review

Method of determination

Landlord’s Notice

The Landlord may serve notice on the Tenant stating its intention to review the Rent at a Market Review Date to the amount stated in that notice (“Landlord’s Notice”).

The Landlord will not lose its right to have the Rent reviewed under this clause 4.2 with effect from the relevant Market Review Date if it fails to give a Landlord’s Notice by, or within a reasonable period after, the relevant Market Review Date so long as it gives the Landlord’s Notice before the next Review Date (or the end of the Term if applicable).

If the Landlord does not give the Landlord’s Notice before the next Review Date (or the end of the Term if applicable) then the Rent payable with effect from the relevant Market Review Date will not change.

Tenant’s Notice

Timing of Tenant’s Notice

Appointment of Valuer

If the parties do not agree on the Rent to be payable from the relevant Market Review Date within 7 days after the Landlord receives the Tenant’s Notice then the Landlord must request the senior office bearer of the Institute at that time to nominate a Valuer to determine the current market rent of the Premises at the relevant Market Review Date.

The parties must agree to the reasonable terms of the Valuer’s appointment and must execute any documentation and do all things reasonably necessary to secure the appointment and facilitate the Valuer’s determination including complying with any directions given by the senior office bearer of the Institute as to the terms of the Valuer’s appointment.

The Valuer must:

act as expert and not arbitrator;

call for the parties to give submissions; and

consider any submissions which are made by the parties within 21 days of their being informed of the Valuer’s appointment.

The Valuer’s determination is final and binds the parties. Each party must pay half of the Valuer’s fees unless the Valuer determines that the current market rent of the Premises is equal to or greater than the amount stated in the Landlord’s Notice in which case the Tenant must pay all of the Valuer’s fees.

Determination by Valuer

subject to clause 4.2(f)(v)(C), have regard to current market rents for comparable premises in the vicinity of the Premises (whether such rents are initial or reviewed rents);

have regard to the terms and conditions of this Lease;

value the Premises on a floor by floor basis if the Premises consist of more than one floor;

assume that:

the Premises are available to be leased by a willing landlord to a willing tenant for a term equal to the whole term of this Lease (including any options for renewal) and on the basis that the Tenant is an existing tenant of the Premises;

the Premises are fit for immediate occupation and use by the Tenant; and

the Tenant has met all its obligations under this Lease; and

ignore:

the Tenant’s Property and all improvements which the Tenant has made to the Premises and which the Tenant is required to remove at the end of the Term (except to the extent that the cost of such improvements was paid, or contributed to, by the Landlord);

the goodwill of the Tenant’s business conducted from the Premises; and

rents payable by subtenants for comparable premises in the vicinity of the Premises; and

make no deduction on account of any lease incentive, concession or inducement paid, given or provided by the Landlord to or on behalf of the Tenant in relation to the grant of this Lease or by a landlord to a tenant in respect of comparable premises.

Amount of Rent

Limitation on market review

Interim payment

If the new Rent has not been ascertained by the relevant Market Review Date then, until it is, the Tenant must pay the amount stated in the Landlord’s Notice (or, if a Landlord’s Notice has not been given the Rent payable prior to the relevant Market Review Date) on account of the new Rent.

Within 14 days of the new Rent being ascertained the Tenant must pay or the Landlord must refund the amount which equals the difference between the new Rent and the amount actually paid by the Tenant on account of the new Rent.

Mixed adjustment

CPI adjustment

On a CPI Adjustment Date, the Rent will be adjusted according to the following formula:

lf the base of the CPI is changed between the two comparison dates an appropriate compensating adjustment must be made so that a common base is used.

Fixed adjustment

increased by the fixed percentage; or

changed to the fixed amount, specified in Item 10.

Charges

the whole (or where appropriate if not separately assessed then the Tenant’s Proportion) of:

all charges for gas, electricity, telephone, water and all other services used in or charged against the Premises including the cost of connecting and installing separate meters if required;

the Costs of operating and maintaining the Exclusive Building Services;

the Costs incurred or payable by the Landlord in respect of any cleaning or garbage removal service it may provide for the Premises; and

all Rates and Taxes (including land tax calculated on the basis that the Land is the only land owned by the Landlord in the State of Victoria) to the extent that they are not included in Building Outgoings;

all charges connected with the operation of the Tenant’s business at the Premises including licence and inspection fees; and

the Out of Hours Charge if the Tenant uses the Premises outside of the Core Building Hours pursuant to clause 15.6(b).

Building Outgoings

The Tenant must pay the Tenant’s Proportion of Building Outgoings for each Accounting Year to the Landlord in accordance with this clause 4.7 with appropriate adjustment at the beginning and end of the Term.

At least 1 month before the start of each Accounting Year the Landlord must notify the Tenant of its estimate of the Building Outgoings for that Accounting Year and the Tenant’s Proportion of that estimate. The Landlord may update its estimate from time to time by notice to the Tenant.

The Tenant must pay to the Landlord the Tenant’s Proportion of the estimated Building Outgoings by equal consecutive monthly instalments on the days when Rent is due and must authorise payment by direct debit from its bank account if asked to do so by the Landlord.

After the end of the Accounting Year the Landlord must give the Tenant a statement of the actual Building Outgoings for that Accounting Year and the Tenant’s Proportion of those Building Outgoings. Unless the Tenant notifies the Landlord of a clear error in the Landlord’s statement within 10 Business Days of the date of its issue the Tenant is deemed to have accepted the Landlord’s statement as correct and accurate.

Any disputed item must be handled in isolation and does not affect the Tenant’s liability to pay the balance due.

A balancing adjustment must be made by the parties within 1 month of the date of issue of the Landlord’s statement.

Building Outgoings which relate to a period other than an Accounting Year accrue from day to day and must be apportioned on that basis.

Costs

Lease Costs

Other Costs

Tenant must promptly pay all the Landlord’s Costs of and incidental to:

the variation, assignment, subletting, surrender or other early termination of this Lease or other dealing with the Tenant’s interest in the Premises;

any other instrument or transaction contemplated by this Lease;

every breach of this Lease by the Tenant;

the exercise (or attempted exercise) of any of the Landlord’s rights, powers, privileges, or remedies under or by virtue of this Lease; and

every application made by the Tenant for consent or approval for any act, matter or thing under or in connection with this Lease.

Cost of Tenant default

Litigation Costs

Duty

pay all Duty (including penalties or interest) assessed on or in relation to:

this Lease;

any variation, assignment, subletting, renewal, surrender (whether by the Tenant or any assignee) or other early termination of this Lease or other dealing with the Tenant’s interest in the Premises; and

any other instrument or transaction contemplated by this Lease, and

if Duty is payable, deliver to the Landlord a cheque in favour of the State Revenue Office for the Duty payable and all supporting documentation necessary to enable the Landlord to lodge this Lease and any other instrument referred to in clause 4.9(a) for payment of Duty no later than 5 Business Days before the due date for payment of the Duty.

Due date for payment

Unless expressly stated otherwise, an amount payable by a party under this Lease (except for Rent) is due on the 5^th Business Day after written demand is made for that amount.

If any Rent or other money falls due for payment on a date other than a Business Day, that money must be paid on the immediately preceding Business Day.

Interest

Tenant must pay

any Rent or other money which the Tenant has not paid within 5 Business Days after its due date for payment until actually paid; and

any judgment which the Landlord may obtain against the Tenant from the date of any judgment until it is satisfied.

Basis of calculation

GST

Payments exclusive of GST

Recovery of GST Amount

Payment of GST Amount

Landlord Payments

Lease security

Bank Guarantee

Delivery

Draw down

If the Tenant does not comply with any of its obligations under this Lease (including during any extension or holding over period) then the Landlord may, without notice to the Tenant, draw on the Bank Guarantee to recoup any Loss it has incurred or become liable for and must hold any balance as a cash security deposit in accordance with clause 6.1(h).

For the avoidance of doubt, the Landlord may draw down on the Bank Guarantee pursuant to clause 6.1(b)(i) if, in the Landlord’s sole opinion acting in good faith, the Tenant has not complied with any of its obligations under this Lease and it is not a precondition to the exercise of the Landlord’s right to draw down on the Bank Guarantee that it has been established by judgement or award that the Tenant is in default.

Replacement

New owner

Lease expiry

Further Bank Guarantee

Bank Guarantee without an expiry date; or

Bank Guarantee with an expiry date that has been approved by the Landlord,

Electronic format

the Tenant must procure that the Bank issue the Bank Guarantee (and any substitute or additional Bank Guarantee) directly to the Landlord by Electronic Transmission; and

the Landlord must, when required pursuant to this clause to return any unused part of the Bank Guarantee to the Tenant, do so by notifying the Tenant and the Bank in writing that the Bank Guarantee is no longer required.

Cash security deposit

the Landlord may draw down on that security deposit in the circumstances specified in clause 6.1(b) as if the security deposit was a Bank Guarantee;

and if the Landlord draws down on the security deposit pursuant to clause 6.1(h)(i), or the Rent or Outgoings increase, the Landlord may give the Tenant a notice stating the amount required to top up the security deposit to the level of the Security Amount and may, at its discretion, require the Tenant to either:

top up the security deposit by that amount; or,

provide a new Bank Guarantee for the Security Amount, in which case:

upon receipt of that Bank Guarantee the Landlord must return any security deposit it holds to the Tenant; and

the provisions of this clause 6.1 will then apply to that Bank Guarantee;

the Landlord is entitled to transfer the security deposit to a purchaser of the Premises or the party entitled to possession at the end of this Lease and after the benefit has been transferred the Landlord who has transferred the security deposit under this clause is no longer liable to the Tenant for repayment of all or any part of the security deposit; and

when this Lease expires or is terminated and the Tenant has fully complied with its obligations under this Lease the Landlord will refund any unused part of the security deposit to the Tenant.

Personal guarantee

Tenant’s operational obligations

Use

Permitted Use

use the Premises only for the Permitted Use and must not use the Premises or allow them to be used for any other purpose whether industrial, commercial, retail or residential and whether temporary or permanent;

conduct its business from the Premises in a businesslike and reputable manner on the days and during the hours usual for businesses of that kind in the area in which the Premises are situated; and

keep all Approvals required to carry on any business conducted by the Tenant from the Premises in force and available for inspection by the Landlord.

Continue trading

Signs and advertisements

The Tenant must not without the Landlord’s prior approval:

impair or detract from the architecture, form, style or appearance of the Premises or the Building by installing any fittings, equipment, facilities or illuminations or displaying any merchandise or other objects; or

put up any signs, lights, designs, advertisements or notices on the exterior of the Premises or anywhere else which is visible outside the Premises and the Building.

The Landlord must not unreasonably refuse to approve any signs stating the Tenant’s name and business or any sign required to be displayed by Law if they are of a design, standard and quality in keeping with the quality of appearance of the Premises.

Subject to clause 9, the Tenant will be permitted to erect a sign on the exterior of the Building and the Landlord agrees that any external building signage approved by the Landlord for any other tenant of premises on level 1 of the Building will not be larger than that approved for the Tenant.

Aerials and equipment

erect or place on or within the Premises any radio or television aerial or antenna or similar device or equipment; or

use any radio, stereo, television, video, loudspeaker, screen or other similar media or equipment or musical instrument likely to be heard or seen from outside the Premises.

Landlord’s Property

Overloading

Structure

heavy machinery or other plant or equipment unless those items:

are reasonably necessary or appropriate for the conduct of the Permitted Use;

do not exceed the loading limits for which the Premises or the Building were designed; and

are installed under the supervision of the Landlord at a time approved by the Landlord; or

machinery, plant or equipment of a nature, weight, size or operation which, in the Landlord’s reasonable opinion, is likely to cause any structural or other damage to the floors, walls, roads, hard standing areas or any other part of the Premises or the Building.

Building Services

install or use any electrical equipment or other items in the Premises which may overload the Building Services; or

use the Building Services for any purpose other than that for which they were intended and must not do anything that might block or otherwise affect or damage them.

Comply with Laws

Tenant must comply

Evidence of compliance

Structural Works

the nature of the use or occupation of the Premises by the Tenant or the Tenant’s Agents;

any Works carried out by or on behalf of the Tenant (whether or not the Landlord has approved such Works);

the number or sex of persons employed by the Tenant; or

any negligence, wilful act or default of the Tenant or the Tenant’s Agents.

Nuisance

The Tenant must not:

allow the Premises to be used for any illegal purpose or activity, or any noxious, noisy or offensive purpose, or for an auction sale or public meetings; or

do anything which will or may annoy, damage, disturb or be a nuisance to the Landlord or any occupiers or owners of the Building or other neighbouring premises.

The Landlord may exclude from the Premises persons which it considers are disruptive or materially adversely affect the amenity of the Building or its use by the Landlord and others.

Pests, vermin and disease and hazards

take all proper precautions to keep the Premises free of all rodents, vermin, insects, pests, birds and animals and must employ pest exterminators approved by the Landlord for that purpose if asked to by the Landlord;

immediately notify the Landlord verbally (and with a follow up written notice) of any accident to, or defect in, the Premises or the Building Services and of any circumstances likely to be or to cause any danger, risk or hazard to the Premises or any person in or near the Premises; and

immediately notify the Landlord and the proper Authorities if it becomes aware that a prescribed infectious disease affects any person in the Premises, and thoroughly fumigate and disinfect the Premises to the satisfaction of the Authorities and the reasonable satisfaction of Landlord and otherwise comply with their reasonable and lawful requirements.

Contamination

The Tenant must not Contaminate the Premises, the Building, the Land or any adjacent land.

The Tenant must:

take all necessary measures to ensure that no trade effluent, pollutants or Contaminants are spilled released or deposited in, on or from the Premises, the Building, the Land or any adjacent land, or into any sewer or drain unless authorised by and in accordance with a current trade waste agreement with a relevant Authority; and

immediately notify the Landlord if:

Contamination occurs on, or emanates from, the Premises; or

an Environmental Notice is issued in respect of the Premises.

Environmental lnitiatives

No smoking

Security

The Tenant must:

secure the Premises when leaving them unoccupied; and

keep any windows in the Premises shut at all times.

The Landlord may enter the Premises to secure them if the Tenant does not comply with clause 7.12(a).

The Tenant must pay to the Landlord all Costs which the Landlord incurs or becomes liable for in relation to any additional security arrangements or precautions which the Landlord reasonably considers necessary or prudent to implement in light of the identity of the Tenant or the business or activities carried on by the Tenant.

Emergency and evacuation procedures

Common Areas

The Tenant must use the Common Areas only for their intended purposes.

The Tenant must not obstruct the Common Areas or any access to them.

Building Rules

Tenant Service Agreement

The Tenant must not enter into a Tenant Service Agreement without the prior approval of the Landlord.

The Tenant must pay all Costs incurred by the Landlord or for which the Landlord becomes liable, of and incidental to:

any request by the Tenant for the Landlord’s approval pursuant to clause 7.16(a); and

any negotiations with the Tenant or any other party relating to or arising because of access and installation rights under a Tenant Service Agreement.

“Costs” in clause 7.16(b) includes:

all Costs arising out of the examination and approval of plans, drawings and specifications, the inspection or supervision of any works and any investigation or report in relation to any aspect of those works (including those payable to the Landlord’s Consultant); and

the Costs of negotiating the terms of any agreement with the Tenant or any other party.

Vicarious liability

The Tenant must not allow any of the Tenant’s Agents to breach any of the Tenant’s obligations under this Lease.

Any act of a subtenant or licensee which, if it had been done by the Tenant, would have been a breach of this Lease, will be deemed to be a breach of this Lease by the Tenant.

Head Landlord

No caveat

Tradespersons

Energy efficiency disclosure obligations

The Landlord may, from time to time, by notice to the Tenant, require the Tenant to give to the Landlord all information relevant to the Premises necessary to enable the Landlord to:

satisfy its energy efficiency disclosure obligations in relation to the Building (or any part of it) pursuant to the BEED Act; and

obtain a ▇▇▇▇▇▇ rating for the Building (or any part of it).

The Tenant must provide the information required by the Landlord at its own Cost and within 10 Business Days of receipt of the Landlord’s notice pursuant to clause 7.21(a).

Tenant’s maintenance and repair obligations

Tenant’s general repair obligation

The Tenant acknowledges that, subject to the Landlord undertaking the Landlord’s Works described in clause 24.1, the Premises were in good and substantial repair, order and condition on the Initial Commencement Date.

Subject to clause 8.1(c), the Tenant must keep the Premises in good and substantial repair, order and condition.

The Tenant is not responsible under clause 8.1(b) for:

damage for which the Landlord is entitled to indemnity under any insurance policy it holds in respect of the Premises unless:

that insurance has been cancelled, any rights under the policy prejudiced or invalidated or payment of any insurance premium or claim prejudiced or refused because of any negligence, wilful act or default of the Tenant or the Tenant’s Agents; or

the damage was caused or contributed to by the negligence, wilful act or default of the Tenant or the Tenant’s Agents; or

damage or dilapidation from fair wear and tear (except to the extent of its obligations pursuant to clause 8.2) unless:

the Tenant has failed to comply with its obligation under clause 8.1(b); or

the Tenant has failed to take all reasonable measures and precautions to ensure that any damage or dilapidation which at any time may be attributable to fair wear and tear will not cause or contribute to any further consequential damage to the Premises, the Building Services or the Land.

Tenant’s specific repair obligations

(Landlord’s Property) replace any item of Landlord’s Property which is damaged or destroyed beyond use, or is incapable of complete reinstatement to its former condition with a similar item of at least equal value and utility (which will then become an item of Landlord’s Property). The Tenant must not, without the Landlord’s prior approval, remove the Landlord’s Property from the Premises except to enable it to be repaired;

(painting and redecorating) keep in good order and condition all painted and decorated surfaces of the Premises and in the last 3 months of the Term repaint and redecorate to the Landlord’s satisfaction all those parts of the Premises which have or ought to have been painted or redecorated;

(clean and free from rubbish) keep the Premises (including external surfaces of windows, walls and doors) clean and free from dirt and rubbish and in particular ensure that all general and trade waste is stored in proper receptacles and that these receptacles are regularly emptied and the contents removed from the Premises;

(Tenant’s Property) keep the Tenant’s Property clean and in good and substantial repair, working order and condition;

(worn or damaged items) replace any items of hardware, floor coverings, wall tiles, ceiling tiles, wall paper or other treatment or items of a similar nature which, in the Landlord’s reasonable opinion, are worn or damaged and in need of replacement (by any reason other than fair wear and tear) and if an identical replacement item cannot be sourced then the Tenant must use a substitute of at least equivalent standard which has been approved by the Landlord;

(glass) immediately replace any broken glass within the Premises and excluding the external glass windows forming the perimeter boundaries of the Premises (unless broken by the Tenant) with glass of equivalent quality;

(light bulbs) replace all worn out or broken light bulbs or tubes, starters, ballasts or other lighting equipment; and

(Exclusive Building Services) keep the Exclusive Building Services in a clean and free flowing condition and at the Tenant’s own expense employ licensed tradesmen to clear any blockages which may occur in them and to regularly clean any grease traps which exclusively serve the Premises.

Tenant must make good damage

immediately notify the Landlord of this verbally (and with a follow up written incident report); and

promptly make good the defect or damage caused at its own expense and to the Landlord’s reasonable satisfaction.

Tenant’s obligations relating to Works

Approval required

Approval process

Submit drawings and specifications

Refer to ▇▇▇▇▇▇▇▇’s Consultant

Landlord’s conditions

Obtain Authority approvals

Approve parties

The Tenant must obtain the Landlord’s prior approval to every party which it intends to use to carry out the proposed Works. The Landlord’s approval will not be unreasonably withheld in respect of any party that proves to the Landlord’s reasonable satisfaction that it has the necessary skills, experience and standards of competence and behaviour and holds appropriate insurances noting the Landlord and the Tenant for their respective interests.

The appropriate insurances under clause 9.2(e)(i) include a public liability policy for an amount of not less than $20,000,000 and a contractor’s all risk policy in respect of the proposed Works for the full value of the Premises and the proposed Works.

The Works

at its own Cost;

by contractors approved by the Landlord;

in a proper and workmanlike manner to the Landlord’s satisfaction;

under the supervision of the Landlord’s Consultant if required by the Landlord;

in accordance with the plans and specifications approved by the Landlord;

in accordance with all Laws; and

in accordance with the Landlord’s requirements and directions.

Occupational Health and Safety

Subject to clause 9.4(d), the Landlord:

hereby appoints the Tenant, and the Tenant accepts its appointment by the Landlord, as Principal Contractor for the purposes of the OHS Legislation, for the performance of the Works carried out with respect to the Premises and other relevant parts of the Land and the Building;

authorises the Tenant to have management and control of the Premises and other relevant parts of the Land and the Building for that purpose; and

authorises the Tenant to discharge the duties of a Principal Contractor pursuant to the OHS Legislation in relation to those Works.

The Tenant’s appointment begins when the relevant Works are approved by the Landlord pursuant to this clause 9 and ends when the Works are completed to the Landlord’s satisfaction and in accordance with the provisions of this Lease.

The Tenant accepts this appointment and acknowledges and agrees that, as Principal Contractor it:

is responsible for the Works at all times until they are completed;

must ensure that the Works are carried out in accordance with the requirements of the OHS Legislation and this Lease;

must comply with all obligations and responsibilities imposed on a Principal Contractor under the OHS Legislation in respect of the Works; and

must ensure that anyone it engages with respect to the Works complies with the requirements of the OHS Legislation.

The Tenant may with the approval of the Landlord:

appoint a suitably qualified and competent party to be Principal Contractor for any of the Works;

authorise that party to have management and control of the Premises and other relevant parts of the Land and the Building for that purpose; and

authorise that party to discharge the duties of a Principal Contractor pursuant to the OHS Legislation in relation to the Works.

If the Tenant appoints a party pursuant to clause 9.4(d) the Tenant must procure that the party so appointed enters into a deed with the Landlord and the Tenant in a form acceptable to the Landlord accepting that engagement and agreeing to comply with the provisions of clause 9.4(c) in relation to the Works.

If a party appointed pursuant to clause 9.4(d) ceases to be Principal Contractor for any reason then clauses 9.4(a), 9.4(b) and 9.4(c) immediately apply.

Breach by Tenant

Completion

as built plans and specifications of the Works;

a certificate by the Landlord’s Consultant to the effect that the Works have been carried out in accordance with the approved drawings and specifications and all relevant Laws; and

copies of all certificates, clearances or Approvals relating to the Works or occupancy of the Premises.

Costs

Minor Works

The Landlord’s prior approval is not required for Minor Works and clauses 9.2 (Approval process), 9.3 (The Works) and 9.4 (Occupational Health and Safety) do not apply in relation to Minor Works.

The Tenant must ensure that all Minor Works are carried out:

at its own Cost;

in a proper and workmanlike manner to the Landlord’s satisfaction; and

in accordance with all Laws.

Tenant’s obligations when the Lease ends

Vacant possession

Reinstatement

reinstate the Premises to the Landlord’s satisfaction either:

to an open plan office space meeting all necessary Approvals for leasing; or,

back to its original condition on the Initial Commencement Date;

remove the Tenant’s Property from the Premises;

reinstate any Works carried out by or on behalf of the Tenant or any predecessor in title as tenant under this Lease (and where this Lease is one in a series of consecutive leases granted pursuant to the exercise of options or otherwise, any tenant under a prior lease in that series) including pursuant to clause 7.16 (Tenant Service Agreement), or by the Landlord at the request of any of those parties;

reinstate back to its original condition on the Initial Commencement Date all ceiling tiles, floor coverings (fair wear and tear excepted), treated and applied finishes, and the Landlord’s Property (including any Existing Fit-Out which the Landlord has directed the Tenant not to remove under this clause 10.2) and, if replacement is required because they are damaged for any reason other than fair wear and tear, install the Landlord’s standard carpet where appropriate throughout the Premises;

repaint and redecorate all those parts of the Premises which have or ought to have been painted or decorated (if damaged for any reason other than fair wear and tear);

if external bi-fold doors are installed by the Tenant, reinstate glazing to the affected area;

remove all electrical and other cables which exclusively serve the Premises to the perimeter of the Premises or to any cable risers in the Premises; and

adjust all Exclusive Building Services to the Landlord’s standard requirements for vacant lettable areas.