Tenancy Agreement Malaysia

Tenancy Agreement
THIS TENANCY AGREEMENT is made the day and year stated in Item 1(a) of Schedule 1 hereto
BETWEEN
(1) EDC Hotels & Resorts (Company No: 22211-X) a company incorporated in Malaysia and
having its principal place of business at Universiti Utara, Sintok, 06010 kedah, Kedah Darul
Aman (“the Landlord”) and includes its successors in title and assigns of the one part;
AND
(2) The person or company whose name address and particulars are as stated in Item 1(b) of
Schedule 1 hereto (“the Tenant") of the other part.
NOW IT IS HEREBY AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 Unless the context shall otherwise require, the following expressions wherever used in this
Agreement shall have the following meanings:-
“Agreement” means this agreement including Schedules

and Appendices hereto and any variation
amendment modification or extension
thereof or supplemental thereto made
between the parties hereto in writing from
time to time in force;
“Appropriate Authority” means any Federal, State of Local

Government, semi or quasi-Government
and/or statutory boards, departments,
agencies or bodies;
“Audited Gross Sales” means the audit by an accounting firm of

good international repute or national repute
showing the Tenant’s Gross Sales turnover for
that calendar year or period, as the case may
be;
“Audited Gross Sales Statement” means the statement of Audited Gross Sales
prepared and endorsed by an accounting firm
of good international repute or national
repute;
“Base Rent” shall have the meaning ascribed to the term

in Clause 1.2 of Schedule 2;
"Business Commencement Date" means the date stated in Item 2(b) of

Schedule 1 hereto the Tenant commence
business immediately after the expiry of the
Rent Free Fitting Out Period granted to the
Tenant or such other date as may be notified
by the Landlord in writing;
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“Business Day” means any day other than Saturdays,

Sundays and gazetted National public
holidays or in the State of Penang.
“Car Park” means the car parking bays within the Mall
whether underground or at ground level or
above ground level and all car parking areas
allocated around the Mall;
“CCC” means Certificate of Completion and

Compliance issued by the Appropriate
Authority in respect of the Hotel;
“Condominium Development” means those parts of the Integrated

Development Project comprising the parcels
of residential condominiums in the
Integrated Development and all the
accessory parcels and the common
facilities, amenities and common property
exclusively serving the same.
“Common Area” means all areas of the Mall which the

Landlord may at any time and from time to
time and in its absolute discretion determine
and designate as common area excluding:
(i) the Demised Premises (ii) all such other
lettable parcels in the Mall..
For avoidance of doubt, the Common Area

shall remain the property of the Landlord;
“Demised Premises” means the premises described in Item 1(c)

of Schedule 1 hereto and for the purposes
of identification as outlined in RED on the
Floor Plan annexed hereto as Appendix 1
and reference to “Demised Premises” shall
include reference to any part or parts thereto
and unless repugnant to the context thereto
shall also include reference to the Landlord’s
Fixtures & Fittings therein;
“Deposit” or “Deposits” unless repugnant to the context hereto shall

mean any and all the deposits paid by the
Tenant pursuant to the terms of this
Agreement;
"Description" means the position, measurement,

boundaries and area of the Demised
Premises in relation to the other premises as
shown in the Floor Plan;
“Design Comment Fee” means the sum of money as stated in

Item 13 of the Schedule 1 to be paid by the
Tenant in accordance with Clause 3.1.7(6)
or otherwise;
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"Expiry Date" means the expiry date of the Tenancy as set

out in Item 2(c) of Schedule 1 hereof;
"Fit Out Deposit" means the fit out deposit as described in

Item 4(a) of Schedule 1;
“Fit Out Fee” means a non-refundable fee as described in

Item 4(d) of Schedule 1;
“Fit Out Guide” means the fit out and stocking up guidelines
and regulations manual provided by the
Landlord to the Tenant for compliance and
may be subject to change from time to time
including any additional payments to the
Landlord to be strictly complied with by the
Tenant;
“Fitting Out Works” includes all renovations, alterations,

variations, finishing and/or additions to the
Original Condition of the Demised Premises
in accordance to its plans and specifications
which have been approved by the Landlord;
“Floor Plan” means the relevant floor plan of the Mall on

which the Demised Premises is located and
which is annexed hereto as Appendix 1;
“Force Majeure Event” means the occurrence of any one or more of
the following events:-
Explosion, lightning, fire, storm, tempest,
flood, drought, landslide, earth movement,
earthquake, tsunami, terrorism, riot,
disorder, civil commotion, enemy action,
war, industrial action or any other Acts of
God or inevitable accidents or unforeseen
events and such other events beyond the
control of the parties and which cannot be
prevented even though through its diligence
to avoid the same including change of laws
and regulations by the authorities;
“Goods and Service Tax” or “GST” means all goods and services tax, if
applicable, or any tax of a similar nature that
may be its substitute or that may be
additionally levied in respect of any payment
made under the provision of this Agreement;
“Gross Sales” means all gross revenue and income

received or receivable for all merchandise or
services sold including merchandising from
concessionaires and business of any nature
whatsoever conducted in, at, from or upon
the Demised Premises or in any way derived
from any business activity of the Tenant
thereon;
“Handover Date” means the date the Demised Premises is

handed over or deemed to have been
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handed over to the Tenant for carrying out

the Fitting Out Works as specified in Item
2(d) of Schedule 1;
“Head of Terms” means the Head of Terms of the date stated

in Item 11 of Schedule 1 hereto and
annexed as Appendix II;
“Hoarding Design Criteria” means the hoarding design criteria as set

out in the Fit Out Guide;
“Integrated Development” means the proposed integrated commercial

complex comprising of, inter alia, Gurney
Paragon (“Mall”), the Condominium
Development , the Office Tower Block
Development and St. Joseph Novitiate /St.
Jo’s proposed to be developed and
constructed or developed on the Land
and/or such other development as may be
decided by the Landlord and approved by
the Appropriate Authority;
“Landlord” means EDC HOTELS & RESORTS

(Company No: 22211-X), a company
incorporated in Malaysia and having its
principal place of business at Universiti
Utara, Sintok, 06010 kedah, Kedah Darul
Aman and includes its successors-in-title,
transferees and assigns;
"Landlord's Fixture & Fittings" if any means the fixtures and/or fittings belonging
to the Landlord which are situated, affixed
and/or installed in the Demised Premises
and are particularised in Schedule 5 hereto,
if any, and which said fixtures and/or fittings
have been duly inspected by the Tenant and
the Landlord;
“Lettable Floor Area” means the lettable floor area as specified in

Item 1(c) of Schedule 1 of the Demised
Premises measured from the edge of the
internal wall and shall include the space
occupied by any pillars columns and other
structures within the Demised Premises;
“Liquidated Damages” means the liquidated damages as set out in

Item 6(b) of Schedule 1;
"Mail Box Deposit" means the mail box deposit as described in

Item 4(c) of Schedule 1;
“Mall” means the such portions of the said Land

and all the parcels, accessory parcels,
buildings and infrastructure which forms part
of the Integrated Development proposed to
be erected or erected on the Land and
provisionally known as “EDC HOTELS &
RESORTS” and all facilities and amenities
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and infrastructure exclusively serving the

same excluding the (i) the Condominium
Development and (ii) the Office Tower
Block Development.
“Management of the Mall” means the Landlord or such other

person/persons body or corporation as may
be established or appointed by the Landlord
from time to time to control manage,
administer, upkeep and maintain the Mall,
the Said Land and/or the Common Area , as
the case may be;
“Mall Occupants” means all Tenants, licensees and/or

occupants of the Mall (including without
limitation their invitees, agents, employees,
etc) and unless repugnant to the context
thereto includes the Tenant;
“Mall POS System” means the electronic point of sale system

including the hardware and software used to
capture all the sale transaction of the Tenant
and is equivalent to an electronic cash
register installed by the Landlord for the
deployment and use of the Tenant and other
tenants in the Mall;
“Mall Regulations” means all directives, rules and regulations

issued and imposed by the Landlord or the
Management of the Mall at their absolute
discretion from time to time and at any time;
“Mall Business Hours” means from 7.00 a.m. to 5.00 p.m. every
day (seven days a week) or such other time
as the Landlord or the Management of the
Mall may in its/their absolute discretion
deem fit;
“Maximum Floor Load” means the maximum allowable weight for

the floor in the Mall where the Demised
Premises is located as stated in Item 12 of
Schedule 1;
“Office Tower Block Development” means those parts of the Integrated

Development Project comprising the
buildings, parcels designated for use as
offices in the Integrated Development and
all the accessory parcels and the common
facilities, amenities and common property
exclusively serving the same.
“Original Condition” means the state and condition of the

Demised Premises or the Landlord’s
installations therein (as the case may be):-
(a) as at the date the Tenant first takes

possession of the Demised
Premises without any trade fittings,
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fixtures and furniture except the

Landlord’s fixtures and fittings
stipulated in Schedule 5 hereto (if
any) ; or
(b) as at the date the Tenant first takes

possession of the Demised
Premises together with the existing
trade fittings, fixtures and furniture
installed at the Demised Premises
and including the Landlord’s
fixtures and fittings stipulated in
Schedule 5 hereto (if any) ; or
“Permitted Use” means the permitted use of the Demised

Premises for lawful business declared by the
Tenant as specified in Item 5(b) of
Schedule 1 hereto;
“Rent Commencement Date” means the rent commencement date of the

Tenancy to be the same as the Business
Commencement Date;
"Rent Free Fitting Out Period" shall have the meaning ascribed to the term
in Clause 3.1.7(2) hereof during which the
Tenant shall carry out the Fitting Out Works
in accordance with the terms of this
Agreement;
"Restoration Deposit" means the restoration deposit as described

in Item 4(b) of Schedule 1 for the due
observance and performance of Tenant’s
obligations under Clause 3.1.51;
"Rent" means the rent defined in Schedule 2

subject however to adjustments and
increase thereof as provided in this
Agreement and reference to “Rent” shall
where applicable include the Additional
Rent;
"Ringgit Malaysia" or “RM” and “Sen” means the lawful currency of Malaysia;
“Said Land” means all that piece of freehold land held

under EDC Hotel & Resorts, Universiti
Utara, Sintok, 06010 kedah, Kedah
excluding such portion(s) as may be
surrendered to the Appropriate Authority or
sold from time to time;
"Security Deposit" means the security deposit defined in Item 3

of Schedule 1;
“Service Charge” shall have the meaning ascribed to the item

in Clause 2.3.2 subject to the Landlord's
right of variation and which is payable in
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respect of all outgoings, costs and expenses

which are assessed, charged, imposed,
levied, paid or payable by the Landlord for
maintenance and services provided for the
Mall, including but not limited to:
(a) all taxes (but excluding any income

tax), quit rent, assessments, duties,
levies, impositions and fees
imposed by any Appropriate
Authority; and/or upon the Mall
and/or the Landlord.
(b) the rates, costs and charges for the

supply of water, chilled water,
electricity, gas and for sewerage
and drainage to or from the Mall;
(c) the amounts for insurances relating

to the Mall or risks associated with
it;
(d) all costs (including wages) of the

management, control, administration
of and customer services for the
Mall whether such management,
control, administration and services
are performed at the Mall or
elsewhere and whether performed
by the Landlord or by others;
(e) all charges for air conditioning and

ventilation or for providing lighting,
electricity, gas or water to the
Common Property;
(f) all costs of operating, servicing,

maintaining, repairing, upkeeping,
renewing, upgrading and replacing
the Landlord's fixtures, fittings, plant
and equipment in it; and
(g) the maintenance charges of the

common property in the Integrated
Development paid or payable by the
Landlord to the Joint Management
Body or the Management
Corporation upon formation of the
same in accordance with the laws of
Malaysia;
“Tenancy” means the tenancy of the Demised

Premises hereby granted;
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"Tenancy Commencement Date" means the date described in Item 2(b) of

Schedule 1 hereto and the tenancy
commencement date to be the same as the
Business Commencement Date unless
otherwise stated by the Landlord in writing;
“Tenant” means the individual, body or corporation

named and described in Item 1(b) of
Schedule 1 hereto and includes (in the case
of a natural person) his legal representatives
and permitted assigns, (in the case of a
corporation or company) its successors-in-
title and permitted assigns;
"Tenant's Goods" means the Tenant's property, chattels,

goods, merchandise, furniture, fittings,
fixtures or effects of the Tenant in the
Demised Premises;
“Tenant Operating Hours” means everyday (inclusive of Sundays and

gazetted public holidays) and hours
specified in Item 6(a) of the Schedule 1 or
as may be varied by the Landlord from time
to time at its absolute discretion;
“Term" means the term specified in Item 2(a) of

Schedule 1;
“Trade Name” means the trade name specified in Item 5(a)

of Schedule 1;
"Utilities" means water, gas, electricity, telephone,

facsimile and any other utilities as may be
supplied to the Demised Premises; and
"Utility Deposit" means the utility deposit defined in Item 4(e)

of Schedule 1.
1.2 Words denoting the singular include where the context so admits the plural and vice versa.
1.3 Words of the masculine gender include where the context so admits the feminine and neuter
genders and vice versa.
1.4 Words denoting natural persons include where the context so admits corporations and firms
and vice versa.
1.5 Words denoting an obligation on the Tenant to do any act matters or thing include an
obligation to procure that it be done and words placing the Tenant under a restriction include
an obligation not to permit or suffer infringement of the restriction.
1.6 Unless otherwise expressly stated, a period of days from the occurrence of an event or the
performance of any act or thing shall be deemed to exclude the day on which the event
happens or the act or thing is done or to be done and shall be calculated from the day
immediately following such event or act or thing, and if the last day of the period is not a
Business Day, then the period shall include the next succeeding day which is a Business Day.
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1.7 References to Sections and Articles are to be construed as references to the Sections and
Articles of this Agreement.
1.8 References to a statute or statutory provisions includes a reference to that statute or statutory
provisions and all statutory instruments or orders made pursuant to it, as from time to time
amended, extended, re-enacted or consolidated.
1.9 If any payment or act would otherwise be due or, as the case may be, required to be
performed on a day which is not a Business Day it shall be due or, as the case may be, on
the next succeeding Business Day unless such next succeeding Business Day falls in
another calendar month in which event such payment shall be made on the preceding
Business Day. Notwithstanding the provisions of this Clause and any other provisions of this
Agreement, if any payment would otherwise be due on a day which is an unscheduled public
holiday (public holidays shall mean such days as prescribed by the Holidays Act 1951), such
payment shall be due on the next succeeding Business Day.
1.10 Any reference to “law” shall be construed so as to include, without limitation, any Act,
ordinance, statutory or municipal, rule, regulation, ruling, decree or order enacted, issued or
decreed by the Parliament of Malaysia, the Government of Malaysia or any bureau, minister,
agency, court, regulatory body, authority, legislative body or department thereof.
1.11 Where the context so requires, the words "hereof", "herein", "hereto", "hereunder" wherever
used shall refer to this Agreement as a whole and not to any particular provisions only.
1.12 The expression “month” shall be calculated to be a period from a specific day to and including
the day immediately preceding the day corresponding to the specific day in the subsequent
month of or if there be no such day in such subsequent month, the last day of that month.
1.13 The headings to the Articles and Sections of this Agreement are inserted for convenience
only and shall be ignored in construing the provisions of this Agreement.
1.14 The Schedule, Annexures and Appendices attached hereto shall be taken read and
construed as an integral part of this Agreement.
1.15 If this Agreement does not provide for when a particular payment is due, that payment will be
due within seven (7) days of demand by the relevant party.
1.16 Where pursuant to any terms herein, the consent of the Landlord or the Management of the
Mall is required prior to the Tenant carrying out or doing any act or thing, such consent may
be granted or withheld at the absolute discretion of the Landlord or the Management of the
Mall and without giving any reason therefore and in giving its consent in respect of any
matters hereunder, the Landlord shall be at liberty to impose such conditions and/or terms as
it deems fit in its absolute discretion.
1.17 Where two or more persons or parties are included or comprised in any expression,
agreements, covenants, terms, stipulations and undertakings expressed to be made to such
persons or parties shall, unless expressly stated to the contrary, be enforceable by them
jointly and severally and agreements, covenants, terms, stipulations and undertakings
expressed to be made by or on the part of such persons or parties shall be deemed to be
made by and binding upon such persons or parties jointly and severally.
1.18 The expression “Term” includes any period of holding-over or extension or continuance of the
Term whether by statute, common law or agreement.
1.19 References to any right of the Landlord to have access to the Demised Premises shall be
construed as extending to all persons authorized by the Landlord (including agents,
professional advisers, contractors, workmen and others).
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1.20 Any covenant by the Tenant not to do an act or thing shall be deemed to include an obligation
not to permit or suffer such act or thing to be done by any servant, agent or any other person
claiming through or under the Tenant.
2. DEMISED PREMISES, TERM, RENT, SERVICE CHARGE AND ADVERTISING AND

PROMOTION CHARGES
2.1 Demised Premises
In consideration of the Tenant paying to the Landlord the Rent hereby reserved and the
Tenant’s covenants hereinafter contained, the Landlord hereby let and the Tenant hereby,
having inspected the Demised Premises, agree to take on the Tenancy of the Demised
Premises together with the Landlord's Fixtures and Fittings therein (if any) being a part of the
Mall TOGETHER WITH (so far as the Landlord has title to grant the same) the right for the
Tenant and all persons duly authorised by the Tenant in common with the Landlord and all
persons duly authorised by the Landlord and all others so entitled thereto:-
2.1.1 to pass and repass to and from the Demised Premises at all times for all purposes
connected with the use and enjoyment of the Demised Premises (but not otherwise)
over and along all the usual entrances, landings, lifts, escalators and passage ways
leading thereto;
2.1.2 to use such toilet facilities provided in the Mall as may be designated by the Landlord
for the Tenant's use;
2.1.3 to the free and uninterrupted use (subject to temporary interruption for repair
replacement or alteration and interruptions due to events beyond the reasonable
control of the Landlord) of all electric, telephone and other pipes, wires and cables to
and from the Demised Premises and upon through or under adjacent parts in the Mall
so far as is necessary for the enjoyment of the Demised Premises; and
2.1.4 to the use and benefit of the air-conditioning system installed in the Mall during such
times as the same shall be in operation;
EXCEPTING AND RESERVING unto the Landlord however the following rights:-
(a) to the free and uninterrupted use of all gas, water and other pipes, electric, telephone
and other wires, conduits, flues and drains which now are or may hereafter during the
Term (hereinafter defined) be in through under or over the Demised Premises;
(b) to create and to maintain in upon through under or over the Demised Premises at any
time during the Term any easements or services for the benefit of any part of the
Mall;
(c) to erect scaffolding for the purpose of repairing cleaning or painting the Mall
notwithstanding that such scaffolding may temporarily restrict the access to or
enjoyment and use of the Demised Premises;
(d) of access to the Demised Premises in accordance with the Tenant's covenants as
provided herein; and
(e) of light, air, support, shelter and all other easements and rights now or hereafter
belonging to or enjoyed by other parts of the Mall.
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2.2 Term
2.2.1 The Term of the Tenancy of the Demised Premises hereby created shall be for a fixed
term and shall commence from the Tenancy Commencement Date and expire on the
Expiry Date.
2.2.2 Nothing in the terms herein contained shall give the Tenant the right of determining
the Tenancy hereby granted before the expiry of the Term of the Tenancy and
notwithstanding any unilateral determination on part of the Tenant, the Tenant shall
remain liable to pay to the Landlord the Rent, Service Charge and Advertising and
Promotion Charges in full for the remaining unexpired period of the Term which
amounts shall together with any arrears be recoverable as a debt due to the
Landlord.
2.2.3 The Tenant shall commence business on the Business Commencement Date failing
which the Landlord shall be entitled to at its absolute discretion:
(a) terminate this Agreement and the Tenant agrees that upon notification of
such termination by the Landlord all payments made by the Tenant to the
Landlord including the Rent, Service Charge and Advertising and Promotion
Charges and all the deposits paid under this Agreement shall be forfeited to
the Landlord as agreed liquidated damages without prejudice to the
Landlord’s right to claim for further damages; or
(b) levy Liquidated Damages each day from the Business Commencement Date
until the Tenant commences its business.
2.3 Rent, Service Charge and Advertising and Promotion Charges
2.3.1 Rent
The Rent shall commence from the Rent Commencement Date. The Rent shall be
payable by the Tenant to the Landlord monthly in advance on or before the first (1 st)
day of each and every calendar month without any deductions, counter-claims and
set-off and whether or not formally or legally demanded, the first of such Rent shall
be paid. PROVIDED ALWAYS that where the Rent Commencement Date does not
coincide with the first (1st) day of a calendar month, the Tenant is to pay in advance
the pro-rated Rent for the remaining days of that month so that subsequent Rent
shall be paid in advance on or before the first (1 st) day of each calendar month.
2.3.1.1 For avoidance of doubt, the Tenant shall be required to promptly pay the Rent in
advance and at the times and in the manner as stipulated in sub-Clause 2.3.1 based
on the aggregate sum of the Base Rent, the Service Charge and the Advertising and
Promotion Charges notwithstanding any adjustment to be made to the Rent based on
the Tenant’s Gross Sales turnover as hereinafter provided.
2.3.1.2 For the purpose of determining whether any adjustment is required to be made to the
amount of the Rent payable by the Tenant under this Clause 2.3, the Tenant shall
throughout the Term of the Tenancy herein as well as at the expiration or earlier
determination of the Tenancy hereto submit the following to the Landlord in such form
and content as the Landlord may from time to time require and at the Tenant’s own
costs and expenses:-
(i) within seven (7) days from the end of each of every calendar month, a
statement on the Tenant’s Gross Sales turnover duly certified by an authorised
officer of the Tenant showing the Tenant’s Gross Sales turnover for that
calendar month (itemised in reasonable details of daily Gross Sales); and
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(ii) within thirty (30) days fromt the end of each and every Tenant’s calendar year
as well as at the expiration or earlier determination of the Tenancy hereto, the
Audited Gross Sales Statement showing the Tenant’s Gross Sales turnover for
that calendar year or period (itemised in reasonable details), as the case may
be.
2.3.1.3 In the event the value of the Turnover Rent based on the Tenant’s Audited Gross
Sales turnover for any calendar year during the Term of the Tenancy herein and/or for
the remaining period ending on the expiration or earlier determination of the Tenancy
herein, as the case may be, (subject to the Landlord’s right to verify or to require the
verification of the accounts thereof) is greater than the Base Rent for the same period
of the audit, the shortfall payment of the Additional Rent shall be payable within
seven (7) days from the date of the Landlord’s notification to the Tenant and any
excess payment of Rent shall be credited into the Tenant’s account with the Landlord
and to be applied towards the Rent, Service Charge and Advertising and Promotion
Charges next payable.
2.3.1.4 If the Landlord so desire, the Landlord may require the appointment of an
independent public accountant to examine the books and records of the Tenant to
ascertain and verify the Tenant’s Gross Sales turnover of any period and to
determine whether any adjustment is required to be made to the amount of the Rent
payable by the Tenant to the Landlord under this Clause 2.3 in any of the following
instances:-
(a) the Tenant shall fail to deliver the Tenant’s Audited Gross Sales Statement in
accordance with sub-Clause 2.3.1.2; and/or
(b) If the Landlord shall for any reason in its absolute discretion deem necessary
require independent verification of the Tenant’s Gross Sales turnover under
sub-Clause 2.3.1.2.
The certificate of the independent public accountant issued pursuant to this sub-
Clause 2.3.1.4 shall be final, conclusive and binding on the parties hereto in the
absence of manifest error. If the Gross Sales turnover certified by the said
independent public accountant exceeds the Gross Sales turnover submitted by the
Tenant rendering necessary for adjustment to be made to the amount of the Rent
payable by the Tenant under this sub-Clause 2.3, the Tenant shall forthwith pay to
the Landlord the shortfall in the Rent paid. The costs and expenses of the
independent public accountant shall be borne and paid by the Tenant save and
except that the Landlord shall bear the said costs and expenses if the Gross Sales
turnover submitted by the Tenant to the Landlord in accordance with sub-Clause
2.3.1.2 is accurate or not less than the Gross Sales turnover certified by the said
independent public accountant. For avoidance of doubt, if the appointment of the
independent public accountant is rendered necessary through failure on the part of
the Tenant to deliver the statement of the Tenant’s Gross Sales turnover in
accordance with sub-Clause 2.3.1.2, then the costs and expenses of the said
independent public accountant shall be borne and paid by the Tenant in all
circumstances.
2.3.1.5 The Tenant shall keep in the Demised Premises and at its registered office or
principal place of business in Malaysia for a period of not less than three (3) year(s)
following the end of each calendar year of the Tenancy herein all original records and
information which would reasonably be required to properly ascertain and verify the
Gross Sales turnover for each calendar month of that year and which would normally
be examined by an independent public accountant pursuant to ordinarily accepted
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auditing standards in Malaysia in performing an audit of the same, including but not
limited to the following:-
a) inventory records and receipts of merchandise and goods at the Demised

Premises;
b) records of sales and other transactions on or from the Demised Premises;

and
c) settlement report sheets of transactions with concessionaires and licensees,

if any.
The Landlord and/or its representatives shall be entitled to enter upon the Demised
Premises and examine the books and records of the Tenant during the Tenant's
Operating Hours and take photostat copies thereof or at the Tenant's registered office
and/or principal place of business in Malaysia to check, tabulate, ascertain and verify
the Gross Sales turnover of the Tenant.
2.3.1.6 Pending the final calculation and determination of the Turnover Rent (if applicable),
the Tenant shall pay the Base Rent monthly in advance in accordance with Clause
2.3.1.
2.3.1.7 Other than for payments made in cash, unless the Tenant requests in writing, the
Landlord shall not be obliged to provide to the Tenant any receipts of
acknowledgements of payment (other than monthly invoice statements) for any Rent,
Service Charge and Advertising and Promotion Charges or other payments to the
Landlord.
2.3.2 Service Charge
2.3.2.1 The Tenant shall during the Term pay to the Landlord the Service Charge for the
Demised Premises (which the same shall form part of the Rent) monthly in advance
on or before the first (1st) day of each and every calendar month with effect from the
Rent Commencement Date.
For avoidance of doubt, the Tenant shall not be entitled to exempt himself from the
liability to pay the Service Charge or any part thereof by waiver of the use and
enjoyment of any of the facilities or amenities as may be provided at the Mall and/or
the Land or by the vacation or abandonment of the Demised Premises or any part(s)
thereof.
2.3.2.2 Increase of Service Charge
The Landlord shall be entitled at any time and from time to time to increase the
Service Charge by notice in writing to the Tenant and the increased Service Charge
shall be payable within the date specified in the notice.
2.4 Payment By Standing Instructions
2.4.1 The Rent together with Service Charge, Advertising and Promotion Charges, other
charges and taxes, if any thereon payable by the Tenant to the Landlord under this
Agreement shall be paid by the Tenant directly into the Revenue Account No:
118727783 with HONG LEONG MALAYSIA BANK BERHAD or at any other place
and in any other manner specified by the Landlord in writing from time to time.
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2.4.2 For the purpose of such payment by a standing instruction, the Tenant shall sign a
standing instruction form on terms and conditions prescribed by the Landlord or the
Landlord's banker and return the same to the Landlord within seven (7) days of
receipt of the same from the Landlord. The Tenant shall bear all bank fees and
service charges (if any) in connection with payment by a standing instruction.
2.5 Adjustment upon Survey of Lettable Floor Area
Any changes in the layout, location, orientation, measurements and the area of the Demised
Premises shall not annul this agreement nor be subject to any claim for damages or
compensation. In the event the Lettable Floor Area of the Demised Premises differs from the
lettable floor area as certified after the execution of Head of Terms or this Agreement by the
registered surveyor appointed by the Landlord (“Certified Lettable Floor Area”), the Certified
Lettable Floor Area shall prevail and shall be conclusive, final and binding on the Parties as to
the Lettable Floor Area of the Demised Premises and the monthly Rent, Service Charge and
Advertising and Promotion Charges, the Security Deposit and other deposits and charges
calculated on the Lettable Floor Area of the Demised Premises shall be adjusted accordingly.
The adjustment shall apply retrospectively to the Rent, Service Charge and Advertising and
Promotion Charges and the Security Deposit and other deposits and charges paid from the
Business Commencement Date.
Where the Certified Lettable Floor Area is bigger than the Lettable Floor Area, the Tenant
shall forthwith pay the shortfall in the amount of Rent, Service Charge and Advertising and
Promotion Charges and the Security Deposit and other deposits and charges on the Tenant’s
receipt of the Landlord’s notice of the adjustment.
Where the Certified Lettable Floor Area is smaller than the Lettable Floor Area, the excess
Rent, Service Charge and Advertising and Promotion Charges and the Security Deposit and
other deposits and charges (if paid in cash) shall be credited to the Tenant’s account with the
Landlord and applied towards the Rent, Service Charge and Advertising and Promotion
Charges next payable and other outstanding charges payable to the Landlord.
3. TENANT’S COVENANTS
THE TENANT HEREBY AGREES, UNDERTAKES AND COVENANTS WITH THE

LANDLORD as follows:-
3.1 Positive Covenants
3.1.1 Payment of Rent, Service Charge and Advertising and Promotion Charges
The Tenant shall promptly and punctually pay the Rent, Service Charge and Advertising
and Promotion Charges hereby reserved on the days and in the manner aforesaid
whether or not formally or legally demanded and free from all deductions, counter-
claims and set-off;
3.1.2 Late Payment
If any monies payable to the Landlord hereunder including but not limited to the Rent,
Service Charge and Advertising and Promotion Charges hereby reserved or any part
thereof shall remain unpaid for fourteen (14) days after becoming payable (whether
formally demanded or not), without prejudice to the Landlord's right of re-possession
provided in this Agreement, the Tenant shall pay to the Landlord:-
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3.1.2.1 interest at the rate of one point five per cent (1.5%) per month on such
outstanding monies calculated on daily basis from the date such monies fall
due for payment to the date of actual payment (before as well as after
judgment); and
3.1.2.2 an administrative charge at the current prevailing rate determined by the

Landlord ;
and the Landlord may recover such interest and/or administrative charge as if they
form part of the rent in arrears and shall be paid to the Landlord within seven (7) days
on demand.
3.1.3 Right of Appropriation
Upon any Rent, Service Charge or Advertising and Promotion Charges or fee or any
cost or charges or interest becoming payable by the Tenant to the Landlord under
this Agreement and the Tenant fails to pay the same on the due date, then upon such
event the Landlord shall be entitled to treat all payments made by the Tenant to the
Landlord firstly, towards payment of such fee cost charges interest or Service Charge
or Advertising and Promotion Charges and thereafter the balance thereof towards
payment of the Rent notwithstanding any instructions to the contrary. In such an
event if a shortfall shall arise, the Tenant shall be deemed to be in default of payment
of Rent under Clause 8.
3.1.4 DEPOSITS
3.1.4.1 Security Deposit
The Tenant shall pay to the Landlord upon the execution of this Agreement the
Security Deposit as security for the due observance and performance by the Tenant
of all and singular the several covenants conditions stipulations and agreements on
the part of the Tenant herein contained.
The Security Deposit shall be retained by the Landlord throughout the Term free of
any interest to the Tenant with power for the Landlord, without prejudice to any other
right or remedy hereunder, to deduct therefrom the amount of any Rent, Service
Charge and Advertising and Promotion Charges in arrears or interest accrued
thereon, if any, or any expense or sum payable to the Landlord remaining unpaid or
any loss or damage sustained by the Landlord as the result of any breach non-
observance or non-performance by the Tenant of any such covenants conditions
stipulations and agreements Provided Always that the Security Deposit shall not be
deemed to be payment of Rent, Service Charge or Advertising and Promotion
Charges unless the Landlord exercises the Landlord's rights herein (which shall not
be obligatory on the part of the Landlord) to appropriate such Security Deposit
towards settlement of Rent, Service Charge or Advertising and Promotional Charges.
In the event of any deduction therefrom being made by the Landlord in accordance
with the provisions of this Agreement, the Tenant shall on demand by the Landlord
forthwith further deposit/pay a sum equivalent to the amount so deducted.
If the Base Rent at any time increases or in the further event of the Service Charge
being increased in accordance with Clause 2.3.2.2 hereof or the Advertising and
Promotional Charges being increased in accordance with Clause 2.3.3.2 hereof, the
Security Deposit shall be adjusted accordingly and the Tenant shall on demand by
the Landlord forthwith further deposit an amount corresponding to the increase so
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that the Security Deposit shall at all times be equal to three (3) months Rent, Service
Charge and Advertising and Promotion Charge be maintained with the Landlord.
Subject as aforesaid and to the other provisions of this Agreement, the Security
Deposit will be refunded to the Tenant by the Landlord without interest within thirty
(30) days after the expiration of the Term and the delivery of vacant possession of the
Demised Premises to the Landlord or within thirty (30) days of the settlement of the
last outstanding claim by the Landlord against the Tenant in respect of any breach,
non-observance or non-performance of any of the covenants conditions stipulations
and agreements herein contained and on the part of the Tenant to be observed and
performed, whichever shall be the latest. In addition, prior to such refund, the Landlord
shall be entitled to set-off the Security Deposit against any amounts owing from the
Tenant to the Landlord, whether arising under this Agreement or otherwise and pay only
the balance (if any) to the Tenant.
3.1.4.2 Utility Deposit
The Tenant shall pay to the Landlord upon the execution of this Agreement, the Utility
Deposit as security for the due performance and observance by the Tenant of Clause
3.1.11 hereof.
The Utility Deposit shall be refunded to the Tenant after the expiry of the Term,
delivery of vacant possession of the Demised Premises to the Landlord and
settlement of the last utility claim by the Landlord against the Tenant, whichever is the
latest, less whatever sum or sums of money which may then be found due to the
Landlord as a result of breach of Clause 3.1.11 hereof.
In the event of an increase in the utility consumption by the Tenant or an increase in

the utility rates by the Appropriate Authority, the Tenant shall forthwith pay on demand
an increased portion of the Utility Deposit.
In the event the Tenant fails to comply with its obligation in relation to settlement of
any and all utility dues, the Landlord shall be entitled to deduct and/or apply the Utility
Deposit towards making good the same. In the event the Utility Deposit is reduced
due to deductions or setting off by the Landlord in accordance with the terms of this
Agreement, the Tenant shall forthwith pay to the Landlord the amount that the
Landlord has deducted from the Utility Deposit to ensure that the Utility Deposit shall
at all times be equivalent to the amount set out in Item 4(e) of Schedule 1 hereto.
The Utility Deposit shall not be deemed to be or treated as payment of the Rent or
any part thereof or any other payments which the Tenant is liable to pay to the
Landlord.
3.1.4.3 Fit Out Deposit
The Tenant shall pay to the Landlord upon the execution of this Agreement, the Fit
Out Deposit as security for the due observance and performance by the Tenant of the
provisions of Clause 3.1.7 hereof and all claims by the Landlord for any loss suffered
by the Landlord in respect of damaged or destroyed fittings, repairs to and
redecoration of the Demised Premises howsoever occasioned other than by fair wear
and tear. The amount and nature of the replacement of fittings, repairs, redecoration
and cleaning are to be decided upon by the Landlord in its absolute discretion.
In the event the Fit Out Deposit is reduced due to deductions by the Landlord in
accordance with the terms stipulated in this Agreement, the Tenant shall forthwith pay
to the Landlord the amount that the Landlord has deducted from the Fit Out Deposit
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upon demand, to ensure that the Fit Out Deposit shall at all times be equivalent to the
amount set out in Item 4(a) of Schedule 1 hereto.
In the event the Fit Out Deposit is insufficient to meet the Landlord’s claim, the Tenant
shall also forthwith compensate and pay to the Landlord the amount in excess of the
Fit Out Deposit. The Fit Out Deposit shall not be deemed to be or treated as payment
of the Rent or any part thereof or any other payments which the Tenant is liable to
pay to the Landlord.
3.1.4.4 Restoration Deposit
The Tenant shall pay to the Landlord upon the execution of this Agreement, the
Restoration Deposit for purposes of securing the due performance by the Tenant of
its obligations set out in Clause 3.1.51 hereof.
The Restoration Deposit shall be refunded to the Tenant within thirty (30) days of the
expiry of the Term or within thirty (30) days of certification by the Landlord of
completion of restoration, which ever shall be the later, free of interest, subject to due
reimbursement to the Landlord for any loss suffered by the Landlord in respect of
damaged or destroyed fittings, repairs to and redecoration of the Demised Premises
howsoever occasioned other than by fair wear and tear. The amount and nature of
the replacement of fittings, repairs, redecoration and cleaning are to be decided upon
by the Landlord in its absolute discretion.
In the event the Restoration Deposit is reduced due to deductions by the Landlord in
to the Landlord upon demand, the amount that the Landlord has deducted from the
Restoration Deposit to ensure that the Restoration Deposit shall at all times be
maintained at the amount stated in Item 4(b) of Schedule 1 hereto.
In the event the Restoration Deposit is insufficient to meet the Landlord’s claim, the
Tenant shall also forthwith compensate and pay to the Landlord the amount in excess
of the Restoration Deposit upon demand. The Restoration Deposit shall not be
deemed to be or treated as payment of the Rent or any part thereof or any other
payments which the Tenant is liable to pay to the Landlord.
3.1.4.5 Mail Box Deposit
The Tenant shall pay to the Landlord the Mail Box Deposit upon the execution of this
Agreement as deposit for a mail box at the Mall as may be allocated by the Landlord
to the Tenant at the Landlord’s absolute discretion, subject to availability. The Tenant
shall keep the mail box allocated to it in a neat and clean condition. The Landlord
shall not be in any way responsible for the maintenance of the mail box or the loss or
damage of the contents therein.
The Mail Box Deposit shall be refunded to the Tenant within thirty (30) days of the
expiry of the Term provided that the Tenant shall yield up the mail box to the Landlord
in its original condition.
In the event of any loss or damage howsoever caused to the mail box, the Mail Box
Deposit shall be utilised towards the repair or replacement of the Mail Box or Mail
Box keys.
In the event the Mail Box Deposit is reduced due to deductions by the Landlord in
to the Landlord upon demand, the amount that the Landlord has deducted from the
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Mail Box Deposit to ensure that the Mail Box Deposit shall at all times be maintained
at the amount stated in Item 4(c) of Schedule 1 hereto.
The Mail Box Deposit shall not be deemed to be or treated as payment of the Rent or
any part thereof or any other payments which the Tenant is liable to pay to the
Landlord.
In the event the Tenant requires more than one (1) mail box, then the Tenant shall
pay to the Landlord further Mail Box Deposit for such usage of the extra mail box.
3.1.5 Application for Forfeiture of Deposits and Other Remedies
It is hereby agreed that the application or forfeiture of any of the deposits pursuant to
the provisions of this Agreement or otherwise upon the breach or non-compliance of
the terms and conditions herein by the Tenant shall not prejudice the right of the
Landlord to seek additional recovery or remedy against the Tenant for any and all
outstanding Rent, Service Charge, Advertising and Promotion Charges, late interest
charges, losses, damages, costs or expenses whatsoever incurred or sustained by
the Landlord not sufficiently covered or reimbursed by such application or forfeiture of
the deposits.
3.1.6 Interchangeability of Deposits
Notwithstanding anything to the contrary herein contained, it is hereby agreed that

the Deposits paid or to be paid by the Tenant to the Landlord may be forfeited and/or
appropriated interchangeably at its absolute discretion against any and all moneys as
may be due from the Tenant pursuant to the terms and conditions herein and without
prejudice to the right of the Landlord to seek additional recovery or remedy against
the Tenant for any and all outstanding rentals, service charges, promotion charges,
late payment interest charges, losses, damages, costs or expenses whatsoever as
may be incurred or sustained by the Landlord not sufficiently covered or reimbursed
by such application or forfeiture of the Deposits or any part(s) thereof.
3.1.7 Fitting Out
3.1.7(1) The Tenant shall be entitled to a Rent Free Fitting Out Period to carry out and
complete the Fitting Out Works. During the Rent Free Fitting Out Period the
use of the Demised Premises shall be strictly for Fitting Out Works only. The
Tenant shall at its own cost and expense carry out the same in a good and
workmanlike manner to the satisfaction of the Landlord and compliance with all
laws and regulations. The Landlord’s approving any plans and specifications
relating to the Fitting Out Works shall not be liable in any way to the Tenant
and/or any other party and such approval shall not release the Tenant of any
liability under this Agreement.
3.1.7(2) Subject to the Tenant making all the necessary payments in accordance with
this Agreement, the Landlord shall by written notice to the Tenant hand over the
Demised Premises to the Tenant earlier than the Rent Commencement Date
for the Tenant to carry out the Fitting Out Works. The Landlord shall notify the
Tenant at least fourteen (14) days prior to the Handover Date to enable the
Tenant to make arrangements with its contractors. For the purpose of
calculating the Rent Free Fitting Out Period the Tenant shall be deemed to
have taken over possession of the Demised Premises upon the expiration of
fourteen (14) days specified in such notice and the Rent Free Fitting Out
Period shall commence upon the expiration of fourteen (14) days. The Tenant’s
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failure to take possession upon the expiration of fourteen (14) days shall be
deemed a material breach which would entitle the Landlord to terminate this
Agreement. Without prejudice to the foregoing, in the event that the Landlord
were to handover the Demised Premises to the Tenant prior to the making of all
the necessary payments, the Landlord still reserves the right to prevent the
Tenant from opening and trading at the Demised Premises until all necessary
payments have been made in full.
3. 1.7(3) The Demised Premises is delivered to the Tenant in the state and condition
and with the fittings, fixtures and installations more particularly listed in the
Schedule 5 hereto.
3. 1.7(4) If there is any delay in giving possession, the Landlord will inform the Tenant of
the same and the Tenant shall agree to the later date. The Landlord shall,
however, not be responsible for any costs, expenses or damages or loss of
profits incurred due to any changes in the date of handing over possession.
3. 1.7(5) Licence to Occupy (Applicable only to new tenants)
The Tenant shall occupy the Demised Premises during the Rent Free Fitting
Out Period to carry out the Fitting Out Works as a Licensee and in addition the
Landlord being a licensor will permit the licensee to use the shared corridors,
access routes, and toilets of the Mall to carry out the Fitting Out Works
peacefully. The Tenant shall take reasonable care of the interior of the Demised
Premises including fixtures and fittings therein and shall keep the same in a
good and clean and tidy condition and replace all cracked and broken glass
and make good any damage caused by the Tenant or its servants employees
or visitors.
Notwithstanding that the Term may not have commenced, all obligations
liabilities and covenants set out in this Agreement to be performed observed
and undertaken by the Tenant shall nevertheless apply to and be binding on
the Tenant mutatis mutandis during the Rent Free Fitting Out Period.
3. 1.7(6) Design Comment Fees
The Tenant shall not less than six (6) months or such date as maybe agreed by
the Landlord, prior to the Handover Date submit the layout designs drawings
specifications and plans for any intended Fitting Out Works in respect of the
Demised Premises to the Landlord for its review and approval, including but
not limited to Demised Premises layout plan, signage plan and Demised
Premises façade elevation, mechanical and engineering plans (diagrammatic
and schematic), conceptual or perspective drawing of the Demised Premises
with colour, scheme and material board for samples of material to be used for
the interior of the Demised Premises. The Tenant shall comply with the Fit Out
Guide and all applicable laws, by-laws, rules, regulations, orders, directives,
notices and/or requirements imposed by the Appropriate Authority and/or the
Management, shall meet international standards to reflect the quality of a world
class retail lot and shopping mall and shall include full particulars of the nature
and extent of the Fitting Out Works to be carried out and pay the non-
refundable Design Comment Fees to the Landlord. If so required by the
Landlord, the Tenant shall also furnish true copies of quotations for the cost of
such Fitting Out Works from the contractors engaged to carry out the same.
3. 1.7(7) The Landlord shall be entitled to require such deletions, additions, changes,
amendments and/or alterations, whether in whole or in part, to the proposed
Fitting Out Works which, in the opinion of the Landlord may be necessary to
ensure that the proposed Fitting Out Works do not hamper, prevent, restrict
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and/or otherwise affect in any degree or manner whatsoever the issuance of a

CCC for the Mall and/or the Land nor the electrical, ventilation, lighting and/or
any other utility or safety system in the Demised Premises, the Mall and/or the
Land nor cause any nuisance to other Tenants, occupiers or owners of the Mall
and other parts of the Land and are of international world class, standard,
quality, nature and design in keeping with the image and style of the Mall and
the Integrated Development on the Land as a whole. In addition thereto, the
Fitting Out Works shall also be governed by the Fit Out Guide and for
avoidance of doubt, a breach of any one or more of the provision of the Fit Out
Guide shall be a breach of condition of this Agreement.
3. 1.7(8) The Tenant shall diligently carry out and complete the Fitting Out Works or any
renovation works in or at the Demised Premises with due care and diligence
and in a good workmanlike manner and in accordance with the fitting out plans/
renovation plans approved by the Landlord and the approvals of the relevant
authorities.
3.1.7(9) The Tenant shall pay to the Landlord on or before the execution of this Tenancy
Agreement the Fit Out Fee for the provision of the following:-
(i) general lighting and electrical power for hand tools (excluding welding
sets) together with the cost of electricity and all associated charge;
(ii) water supply at fixed locations for the use by the Tenant or the Tenant’s
contractors carrying out the Fitting Out Works pursuant to Clause
3.1.13 herein;
(iii) use of established toilet subject to availability;
(iv) use of lift facilities when available in accordance with the requirement
set out by the main contractor or the Landlord;
(v) disposal of rubbish or debris from the main contractor’s or the
Landlord’s designated dumping points;
(vi) general site safety and security;
(vii) process and issuance of security passes for the Tenant or the Tenant’s
contractors; and
(viii) traffic control and issuance of gate pass for vehicle entering and
leaving the site.
3. 1.7(10) The Tenant shall on demand pay to or reimburse the Landlord all the costs, fees
or charges incurred by the Landlord for and in connection with approving the
fitting out plans and supervising the Fitting Out Works or the relevant renovation
works at the Demised Premises carried out by the Tenant to ensure that the
Fitting Out Works or renovation works are carried out in accordance with the fitting
out plans/ renovation plans.
3. 1.7(11) The Tenant shall be liable for and shall indemnify the Landlord against any
expense, liability, loss, claim or proceedings in respect of personal injury to or
death to any persons whomsoever or any injury or damage whatsoever to any
property real or personal (including any damage to the Mall or any part thereof)
arising out of or in connection with the Fitting Out Works or the renovation works.
3. 1.7(12) All the Fitting Out Works or renovation works in progress or executed, and all
materials, goods, stocks and other things brought into the Demised Premises or
any area in the Mall for or in connection with any Fitting Out Works or renovation
works shall be at the sole risk of the Tenant with regard to any loss thereof and/or
any damage thereto.
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3. 1.7(13) The Tenant shall perform and complete all such works as may be prescribed by
the Landlord and ensure that from time to time and in particular on completion of
the Fitting Out Works or renovation works all rubbish, work and debris are duly
removed from the Demised Premises and the Mall and all damages to the Mall,
the Demised Premises or any part thereof, if any, have been made good to the
satisfaction of the Landlord.
3. 1.7(14) Without prejudice to and in addition to Clause 3.1.4.3 hereof, if the Tenant fails
or neglects to observe or perform the provisions of Clause 3.1.7(10) hereof, the
Landlord shall be entitled to appropriate the Fit Out Deposit or any part thereof to
compensate the Landlord for any loss and/or damage and/or to provide for any
contingent liabilities incurred and/or suffered by the Landlord due to the Tenant’s
breach of the provisions of Clause 3.1.7(10) hereof.
3. 1.7(15) Any delay in completing the Fitting Out Works or renovation works shall not be
a ground to delay the commencement of the Term.
3. 1.7(16) In the event that the Appropriate Authoritiy requires any of the Fitting Out Works
or renovation works to be altered or removed, the Tenant shall forthwith do so at
its own cost and expense.
3. 1.7(17) During the Term, the Tenant shall keep and maintain the interior of the Demised
Premises and the display of merchandise in the display windows of the Demised
Premises to such standard and of a composition in conformity with such standard
and requirements as may be determined by the Landlord, at its sole and absolute
discretion, from time to time and at any time. The Tenant shall carry out such
further fitting out, renovation and/or other works as the Landlord may, at its sole
and absolute discretion, require by notice in writing to the Tenant from time to time
during the Term.
3. 1.7(18) For the purpose of carrying out any electrical, mechanical and fire protection
works in the Demised Premises and any hoarding works at the Demised
Premises, the Tenant shall only employ such contractor(s) as shall be nominated
by the Landlord.
For the purpose of carrying out all other Fitting Out Works or renovation works,
the Tenant shall only employ such contractor(s) as shall be approved or
nominated by the Landlord in writing, such approval shall not be unreasonably
withheld.
The contractor(s) as are approved or nominated by the Landlord shall in no

way be deemed to be the Landlord’s agents or employees and the Tenant shall
have no claim against the Landlord in respect of any matters whatsoever
arising out of or in connection with such nomination or approval.
3. 1.7(19) The Tenant has to ensure that the appointed contractor(s) provide all risk
insurance policy/cover note to the Landlord prior to the commencement of the
fitting-out works or renovation works. The minimum insured sum shall not be
less than the sum stated in Item 7(a) of Schedule 1 hereto covering the entire
Rent Free Fitting Out Period.
3. 1.7(20) In the event during the Rent Free Fitting Out Period the Landlord requires the
report of a professional consultant of their choice to be carried out on the
Demised Premises, the Tenant must obtain the relevant consultant’s report in
the event the Landlord so requires and all the cost to obtain the same shall be
borne solely by the Tenant.
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3. 1.7(21) In the event the Demised Premises is situated on St. Joseph Square, then the
Tenant shall also comply with all the heritage renovation guidelines imposed by
the Landlord and/or Appropriate Authority from time to time for the Fitting Out
Works.
3.1.8 Goods and Service Tax (if applicable)
3.1.8.1 Where GST is imposed by the Appropriate Authority on the Tenancy granted by the
Landlord under the Head of Terms and the Tenancy Agreement, the Landlord is entitled
to charge GST on the payment of Rent if it is required to be licensed to do so. The Rent
will be increased by an amount calculated as:
AxR
Where:
A is the amount of Rent payable for the Tenancy; and R is the applicable rate of GST
3.1.8.2 If the Landlord is obliged under any law and regulation for the time being in force or
as may be promulgated at any time or from time to time (hereinafter referred to as
“the GST Act”) to collect GST on the Rent as contemplated by (3.1.8.1) then:
(i) the Landlord shall provide to the Tenant evidence and any information that
may be reasonably required to establish its liability for GST and do such
things and provide such information and documents as may reasonably be
required by the Tenant to enable the Tenant to claim an input tax credit under
the GST Act; and
(i) where the Rent has been charged but the applicable GST has not been
charged, the increase in the Rent required by paragraph (3.1.8.1) shall be
paid by the Tenant upon the provision of a tax invoice by the Landlord in
accordance with the GST Act.
3.1.8.3 Where costs incurred by one party are to be reimbursed by another, the amount to be
reimbursed shall be calculated net of any GST input tax credits that the party seeking
reimbursement is entitled to in respect of the cost incurred subject to timely provision
of all information and documents as may reasonably be required to claim such input
tax credits under the GST Act.
3.1.9 Increase of Assessment and other taxes applicable
In the event that the assessment, municipal charges and any other relevant taxes in
connection to the Demised Premises is increased by the Appropriate Authority
whether before or after the expiration or earlier determination of the Term, the Tenant
shall on demand (notwithstanding that as at the date of such demand the Tenant may
by reason of expiration or earlier determination of the Term have ceased to be a
Tenant of the Landlord in respect of the Demised Premises) pay to the Landlord as a
debt any increase in the assessment, municipal charges and any other relevant taxes
in connection to the Demised Premises (including any late penalty fine) over and
above the amount of assessment municipal charges and any other relevant taxes in
connection to the Demised Premises payable by the Tenant to the Landlord under
this Agreement Provided Always that the Tenant shall only be liable to pay to the
Landlord the said increase in assessment municipal charges and any other relevant
taxes in connection to the Demised Premises (or such pro-rated sum thereof for the
period from the Business Commencement Date or the effective date of increase fixed
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by the Appropriate Authority, whichever is the later, to the expiration or earlier

determination of the Term. In the event of the Demised Premises not being
separately assessed but the Mall being assessed as a whole, then for the purpose of
the foregoing provisions of this sub-clause any increase in the assessment municipal
charges and any other relevant taxes in connection to the Demised Premises
(payable for the Mall shall be apportioned and the Demised Premises shall be
deemed to bear the same proportion of the annual value as the floor area of the
Demised Premises bears to the total area of the Lettable Floor Area in the Mall
including any Lettable Floor Area occupied by the Landlord. The certificate of the
Landlord as to the apportionment shall be binding and conclusive on the Tenant.
3.1.10 Legal and Other Costs
The Tenant shall pay to the Landlord and/or its appointed lawyer on demand on an
indemnity basis:-
(a) all costs expenses charges legal or otherwise including stamp duty and the
Landlord's legal costs and administrative charges of or connected with the
preparation and execution of this Agreement and its counterpart and any
other documents related thereto and/or any surrender or other termination
thereof otherwise than by effluxion of time and of or connected with the
Landlord's consideration processing and approval or otherwise of the
Tenant's applications for the Landlord's consent or waiver in respect of any
matters herein; and
(b) all temporary utilities charges, legal fees and other costs and disbursements
incurred by the Landlord for or in connection with demanding and enforcing:-
(i) payment of any monies due hereunder; or
(ii) the observance and performance of any covenants terms and

conditions herein contained and of any conditions imposed by the
Landlord under this Agreement and such legal fees and other costs
and disbursements aforesaid shall be recoverable by the Landlord
from the Tenant as a debt;
3.1.11 Utilities and other Charges
The Tenant shall on a timely manner:-
(a) pay all charges, including connecting charges, if any, deposits, fee and any
taxes now or in the future imposed in respect of water, gas, electricity,
telecommunication, sewerage and any other services consumed or supplied,
if applicable, whether metered separately or not to the Demised Premises, an
appropriate proportion thereof attributable to the Demised Premises to
Tenaga Nasional Berhad, Perbadanan Bekalan Air Pulau Pinang Sdn Bhd,
Indah Water Konsortium Sdn Bhd or other Appropriate Authority or corporate
entity;
(b) In the event the utilities are provided by the Landlord, the Tenant shall at its
own cost and expense pay the deposits and all charges including any taxes
imposed thereof to Landlord or corporate entity for supply and/or connection
such utilities to the Demised Premises if such water, gas, electricity and other
services being supplied and metered separately to the Demised Premises or
to pay a proportionate part of the cost to the Landlord including any taxes
and any charges imposed thereof if such water, gas, electricity and other
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services not being supplied and metered separately to the Demised

Premises and such cost including any taxes and any charges imposed
thereof to be calculated by the Landlord and notified to the Tenant by a
statement from the Landlord in writing, and such statement to be final and
conclusive as to the amount thereof.
3.1.12 Telephone And Other Appliances
(a) All telephone water gas and/or electricity facilities and meters or sub-meters
installed for the use of the Demised Premises shall be installed at the
Tenant’s own cost and expense and the Tenant shall be liable and pay for all
turning on fees and all charges therefore.
(b) The Tenant shall not bring or cause to be brought, placed, installed or affixed
into or upon the Demised Premises or any part of the Mall any radio,
gramophone, recorder, television or any other audio/video equipment,
television, any juke box or other similar music machines or any radio or
television aerial or antenna or any loudspeakers, screens or similar devises
or equipment (save for any radio, television or recorder set for the personal
use and enjoyment of the Tenant or its employees subject always that the
same or the volume thereof shall not be visible or audible from the exterior of
the Demised Premises) without the prior written consent of the Landlord in its
absolute discretion.
(c) Where consent is granted, the Tenant shall apply for and to pay all charges
for and connected with licences required for the use of any televisions and
radios on the Demised Premises, if applicable.
3.1.13 Alterations and Additions
(a) The Tenant shall not make or permit to be made any alterations in or
additions to the Demised Premises or any part thereof or the Landlord’s
Fixtures & Fittings therein and without prejudice to the generality of the
foregoing, the Tenant shall NOT install or construct any internal partitions
lighting or air-conditioning save with the prior written approval of the
Landlord, upon terms and conditions as the Landlord deems fit, and the
Appropriate Authority such consent and approval to be sought at the Tenant’s
own cost and if the Landlord shall give such written consent and the
Appropriate Authority shall give such written approval, (i) the Tenant shall
carry out at the Tenant’s own expense such alterations or additions with such
materials and in such manner and at such times and by such contractors as
shall be approved by the Landlord and the Tenant shall at the Tenant’s own
expense obtain all necessary planning approval and any other consents
pursuant to the provisions of any statute, rule, order, regulation, or bye-law
applicable thereto and shall comply with the conditions thereof, and (ii) prior
to the carrying out of any such works, the Tenant shall at its own cost and
expense erect hoardings at the Demised Premises of the type and quality in
accordance with the Landlord’s Hoarding Design Criteria failing which the
Landlord shall reserve the right to erect and maintain such hoarding at the
cost of the Tenant.
(b) The Tenant shall not install or erect any exterior lighting, fan, shade, canopy
or awning or other structure in front of or elsewhere outside the Demised
Premises.
(c) Electrical Points and Water Pipes
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The Tenant shall not affix or install any further or additional electrical point
socket plugs or electrical power points or electrical motor or engine or
appliance water pipes or mains or air-conditioners in or about the Demised
Premises without the prior written consent of the Landlord and the relevant
authorities and provided further that all such work shall be carried out by a
licensed electrical contractor to be employed and paid by the Tenant who
shall ensure as part of the work that the existing circuits are not overloaded
or unbalanced. Prior to any installation works the Tenant will be required to
submit proper electrical and other related plans to the Appropriate Authority
and the Landlord for approval.
(d) Fees of Architects and Engineers etc
The Tenant shall pay the fees of any architect engineer or other consultant
employed by the Landlord for the purpose of considering and approving any
plans specifications materials and all works carried out by the Tenant and
such fees and all other costs charges and expenses incurred by the Landlord
in connection therein shall be a debt due from the Tenant to the Landlord and
shall be paid to the Landlord on demand.
(e) Disposal of Work Debris
All debris and waste materials of whatever nature resulting from any works
herein shall be disposed by the Tenant in a manner prescribed by the
Landlord failing which the Landlord reserves the right (without being under
any obligation to do so) to dispose of the same and all costs and expenses
incurred by the Landlord in this respect shall be paid by the Tenant to the
Landlord on demand.
(f) Delay in Works
No delay in carrying out and completing all or any of the works (including but
not limited to installations of telephones and teleprinters or any equipment) in
or at or about the Demised Premises, whether caused by any governmental
and/or statutory authorities or otherwise, shall be a ground for postponing the
commencement of the Term or relieve in any way the Tenant from the
performance and observance of the covenants conditions and stipulations
herein contained and on his part to be performed and observed.
(g) Inspection of Works
(i) The Tenant shall permit the Landlord and its representatives or
agents at all reasonable times to enter into, inspect and view the
Demised Premises to ascertain if the Tenant’s Fitting Out Works are
or have been carried out in accordance with the detailed drawings
and plans approved by the Landlord. If any breach of the provision
of this clause shall be found upon such inspections, the Tenant shall
upon notice by the Landlord take all necessary steps for the
rectification of such breach.
(ii) The Tenant shall indemnify and keep the Landlord indemnified
against any claims, demands or proceedings brought by any
adjoining owner, tenant, occupier or member of the public arising out
of or incidental to the execution of the Tenant’s Fitting Out Works.
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3.1.14 Tenantable Repair and Condition
The Tenant shall:-
(a) keep the interior of the Demised Premises the flooring and interior plaster or
other surface material or rendering on walls and ceilings and the Landlord’s
Fixtures & Fittings therein including doors, locks and fastenings, windows,
wires, installations, equipment and fittings in good and tenantable repair and
condition (fair wear and tear excepted) and the showcases, where the
construction of such showcases are approved by the Landlord in writing,
facade or the front and entrance of the Demised Premises up to a standard
comparable to the standard being maintained by the Landlord and the other
Mall Occupants of other premises in the Mall or as may be directed by the
Landlord or the Management of the Mall from time to time.
(b) at all times comply with the designs for facades and/or shop fronts in respect
of the Demised Premises as approved by the Landlord. The Tenant shall not
commence with the construction of the said facade and/or shopfront unless it
has the prior written approval of the Landlord;
(c) use the Demised Premises and/or the Landlord’s Fixtures & Fittings
(including but not limited to the Landlord’s air-conditioning units) in a proper
and careful manner and in the event that any part of the Demised Premises
and/or the Landlord’s Fixtures & Fittings therein shall be broken or damaged
due to any act, negligence or omission of the Tenant and/or its agents
invitees and licensees, to replace or repair the same and further, the Tenant
shall be wholly responsible for any injury or loss caused to the Landlord or
any other persons through the damaged condition of any part of the Demised
Premises and/or the Landlord’s Fixtures & Fittings therein and the Tenant
shall fully indemnify the Landlord against all claims demands actions and
legal proceedings whatsoever made upon the Landlord by any person and
further indemnify the Landlord in the event of any damage caused thereto by
the Tenant’s breach of the covenant herein;
(d) keep the Landlord’s Fixtures & Fittings and the Tenant’s fixtures and fittings
at all times in the Tenant’s possession and control at the Demised Premises
and not to remove or part with any of the same from the Demised Premises
without the prior written consent of the Landlord;
(e) in the event of a breakdown of any mechanical or electrical fittings or

accessories provided by the Landlord in the Demised Premises caused by
the Tenant or of any other persons claiming through or under the Tenant or
their respective employees servants agents workmen contractors licensees
invitees visitors or customers, immediately inform the Landlord thereof and at
the written request of the Landlord and/or the Management of the Mall
immediately remedy such obstruction, damage, marking or defacement,
failing which, the Landlord and/or the Management of the Mall, as the case
may be, shall be entitled but not obliged to enter the Demised Premises if
necessary and to remedy such obstruction, damage, marking or defacement,
whereupon the costs and expenses incurred shall be a debt due from the
Tenant to the Landlord and/or the Management of the Mall, as the case may
be, and shall be forthwith recoverable as such;
(f) keep the wood work and the interior of the Demised Premises including all
doors and windows properly painted, decorated, stained, varnished and
polished and to keep the windows glass clean internally;
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(g) keep the display windows in and the illuminated signs on the Demised
Premises electrically lit during such period of time as may be required by the
Landlord; and
(h) keep the Demised Premises fully stocked and staffed but shall keep only
such goods, wares and merchandise as the Tenant intends to offer for retail
sale at or from the Demised Premises. At all times the Tenant shall solely be
responsible for the security of all goods belonging of the Tenant kept on the
Demised Premises.
3.1.15 Notification of Damage
Without prejudice to Clause 3.1.14 hereof above, the Tenant shall notify the Landlord of any
damage defect or malfunction that may occur in or to any part of the Demised Premises, the
water pipes, gas pipes, electrical wiring, air-conditioning duct or any other fittings and fixtures
therein.
3.1.16 Cleanliness, Hygiene and Aesthetics
The Tenant shall:-
(a) keep the Demised Premises, the shop front including the display windows,
the doors, signage, bulk head, glazing and all other glass and fixtures and
every part thereof clean and hygienic and tidy and at a standard acceptable
to the Landlord and to keep all pipes drains basins sinks and water closets if
any in the Demised Premises clean and unblocked. Any cleaners employed
by the Tenant for the purposes hereof shall be at the sole expense and
responsibility of the Tenant;
(b) keep and maintain the Demised Premises and all equipment fittings and
fixtures in it as an attractive shopping area, both in its physical characteristics
and appearance to customers;
(c) comply with all statutory provisions and all rules and regulations made under
any statutes, subsidiary legislation or bylaws in respect of the sanitary
arrangements hygiene health or cleanliness of the Demised Premises;
(d) keep the Demised Premises free of pets, pests, rodents, vermin, animals,
birds and insects at its own cost;
(e) without prejudice to any other provision in this Agreement, indemnify the
Landlord against all costs claims liabilities fines or other expenses
whatsoever which may fall upon the Landlord by reason of any non-
compliance with the provisions of this Clause 3.1.16; and
(f) give written notice forthwith to the Landlord of any infectious illnesses which
arise in or about the Demised Premises and to disinfect thoroughly the
Demised Premises at the Tenant’s own expense and to the satisfaction of the
Landlord and the relevant Appropriate Authority.
3.1.17 Refuse Disposal
The Tenant shall:-
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(a) collect and/or remove all refuse or rubbish whatsoever from the Demised Premises
and use the designated goods’ lifts of the Mall for the transportation of properly
packed garbage, rubbish or waste of whatsoever nature for disposal at the
appropriate rubbish disposal bins or facilities designated and provided by the
Landlord or the Management of the Mall and deposit the same in approved refuse
bins receptacles or containers as the Landlord may from time to time direct at such
times and places as specified by the Landlord, the Ministry of Environment and/or
any Appropriate Authority or organization, daily;
(b) not litter, throw refuse, rubbish, scrap, tins, bottles, boxes, containers of any kind,
any article or thing through or over windows or any part of the Demised Premises or
any part of the Mall but into proper bins receptacles or containers only;
(c) not accumulate, leave or place in the Demised Premises and/or the Mall any rubbish
or garbage that will cause, in the opinion of the Landlord cause any obnoxious
odours;
(c) without prejudice to the generality of the foregoing, at the Tenant’s own expense,
arrange for all bulky waste or debris, including but not limited to packing crates,
furniture and machinery, to be removed off site immediately and the disposal of the
same in accordance with statutory or regulatory requirements.
In the event of any default by the Tenant hereunder, the Landlord may carry out such
remedial measures as it thinks necessary and all costs and expenses incurred thereby shall
be paid by the Tenant to the Landlord forthwith on demand and all costs and expenses so
incurred together with interest thereon from the date the costs and expenses were so
incurred by the Landlord until the date they are paid, shall be recoverable from the Tenant as
if they were rent in arrears.
3.1.18 Right of Access
(a) The Tenant shall permit the Landlord and its agents and all persons duly authorised
by it:-
(i) to enter upon the Demised Premises to do such upgrading, retrofitting,

repairs or other works which the Landlord may consider desirable, including,
without prejudice to the generality of the foregoing, laying or fixing all pipes
ducts wires cables and other apparatus for water gas sewerage air-
conditioning and electricity as the Landlord may from time to time require for
the general purposes of the Mall or otherwise;
(ii) to enter upon the Demised Premises for the purpose of ascertaining that the
covenants and conditions of this Agreement have been observed and
performed;
(iii) to view (and to open up floors and ceiling where the same is required in order
to view) the state of repair and condition of the Demised Premises; and
(iv) to give to the Tenant (or leave upon the Demised Premises) a notice
specifying any repairs, cleaning, maintenance and painting that the Tenant
has failed to execute in breach of the terms hereof and to request the Tenant
forthwith to execute the same including the making good of the said opening-
up (if any).
(b) The Tenant shall forthwith repair, clean, maintain and paint the Demised Premises in
a good and workmanlike manner and as required by such notice;
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(c) If the Tenant shall not within fourteen (14) days after the service of such notice
proceed diligently with the execution of such repairs or works or if the Tenant shall
fail to complete the said works or repairs within the time required by the Landlord in
the aforesaid notice, then in either event the agents or servants of or any persons
duly authorised by the Landlord may enter upon the Demised Premises and execute
such repairs or works and the Tenant shall fully indemnify forthwith the Landlord in
respect of all costs (including legal and other professional costs) incurred upon
demand to pay the Landlord.
Provided Always that in the event of emergency, the Landlord and its agents and all persons
duly authorised by it shall have absolute rights to enter and/or access into the Demised
Premises immediately to carry out repairs, inspections and the necessary actions without
any written notice to the Tenant.
3.1.19 Trade Name and Permitted Use
(a) The Tenant shall trade only under the trade name stated in Item 5(a) of Schedule 1
and no change in the trade name shall be effected without the approval in writing by
the Landlord.
(b) Subject to the Tenant obtaining, at its own expense, all necessary licences, permits
and approvals from all Appropriate Authority for the Tenant’s business, to use the
Demised Premises only for the Permitted Use with the visual merchandise display,
layout plans including perspective and pricing structure to be approved by the
Landlord.
The Landlord does not warrant or undertake to the Tenant that the Tenant shall be
able to use the Demised Premises for the purpose intended or contemplated by the
Tenant and the failure of the Tenant to obtain permission from the Appropriate
Authority, if required, for such use of the Demised Premises as is intended or
contemplated by the Tenant shall not be a ground to vitiate impair or frustrate the
Tenancy herein or the obligations on part of the Tenant herein.
(c) The Tenant shall not carry on or permit or suffer to be carried on upon any part of the
Demised Premises any businesses other than the business in relation to the
Permitted Use. The Tenant shall not sell or display any items other than those which
form part of the business of the Tenant in relation to the Permitted Use. The Tenant
shall not change its business, merchandise or trade name without the prior written
consent of the Landlord whose approval shall be at its absolute discretion. In the
event of default and without prejudice to any other remedies as may be available to
the Landlord, the Landlord reserves the right to charge a penalty of Ringgit Malaysia
One Thousand (RM1,000.00) per day until the default is remedied or Agreement
terminated.
(d) The Tenant acknowledges and declares that no promise, representation, warranty or
undertaking has been given by or on behalf of the Landlord in respect of the
suitability of the Demised Premises or the Mall for any purpose or business to be
carried on therein or to the fittings, finishes, facilities and amenities of the Demised
Premises or the Mall and all warranties (if any) as to the suitability or adequacy of the
Demised Premises implied by law are hereby expressly negatived;
(e) The Tenant warrants that the Tenant has the right to use the trade or business name for
the Permitted Use or any other trade or business name used by the Tenant and the
Tenant shall indemnify the Landlord against any infringement of tradename, copyright,
patent or any other intellectual property rights which may occur during the conduct of
the Tenant's business;
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(f) The Tenant hereby declares that the goods and products listed in Item 5(c) of
Schedule 1 hereto are all the goods and products sold under license or franchise by
the Tenant in the Demised Premises. The Tenant warrants that the Tenant has the right
to sell or market the goods and products listed in Item 5(c) of Schedule 1 hereto as
licensee or franchisee (as the case may be) and the Tenant shall indemnify the
Landlord against any infringement of statute or any other rights which may occur during
the conduct of the Tenant's business.
(g) The Tenant shall at all times conduct its business for the purpose specified in Item 5(b)
of Schedule 1 in good faith, by the best standards and in a reputable manner and in a
manner which shall not diminish the extent to which a business of the type referred to
in Item 5(b) of Schedule 1 is capable of being conducted. The Tenant shall further not
conduct its business in any manner that may in the opinion of the Landlord adversely
affect the image of the Mall as intended by the Landlord.
(h) Without prejudice to Clause 3.1.19(b) above, it is further provided that the products, goods,
merchandise to be sold at the Demised Premises shall be of high quality and of
international standard. The Landlord and Tenant shall meet on a regular basis to
discuss the merchandise mix within the Demised Premises to ensure that the
merchandise offered within the Demised Premises complements and enhances the
trading potential of the Mall as a whole from time to time.
3.1.20 Grease Traps etc (Application where the Permitted Use is as a Food and/or Beverage Outlet
only)
The Tenant shall:-
(a) at the Tenant's expense, keep the grease trap(s) and floor trap(s) in or
serving the Demised Premises in good order and repair and regularly serviced and
maintained by competent contractors at least once every thirty (30) days;
(b) unless the same have been provided by the Landlord, at the Tenant's own
expense, construct lay install and connect all sewerage and other pipes exhaust
ducts and air-conditioning ducts culverts and cables for the purpose of the sewerage
exhaust and air-conditioning systems of the Demised Premises or for supplying
water, gas or electricity to the Demised Premises, and shall be responsible at the
Tenant's own expense for the repair maintenance upkeep and cleanliness of all such
pipes ducts culverts cables and sewerage exhaust and air-conditioning systems;
(c) enter into and maintain throughout the Term contract(s) ("the Service
Contract") with such kitchen exhaust system servicing company as the Landlord may
approve on terms and conditions acceptable to the Landlord including, but not limited
to, the following terms:-
(i) that the kitchen hood(s) be serviced at least two (2) times each week;
(ii) that the duct(s) and exhaust fan(s) be serviced at least once every six (6)
months;
(iii) that the entire kitchen exhaust system in the Demised Premises be serviced
in such manner and, if the frequency set out in sub-paragraphs (i) and/or (ii)
above is insufficient to maintain the designed extraction capacity of the
kitchen exhaust system, with such greater frequency as necessary to
maintain the designed extraction capacity of the kitchen exhaust system as
verified by air flow meters;
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(d) at the Tenant's expense and the Tenant shall within seven (7) days of entering into
each Service Contract or renewal thereof provide the Landlord with a certified true
copy of the same; and
(e) in cases of emergency whereby the area of the kitchen or part of it is caught on fire or
needs repair out of the act of accident, the Tenant shall IMMEDIATELY repair and
cause to be repaired all the damage(s) occurred and the cost of repair and
restoration shall be borne solely by the Tenant.
3.1.21 Liquefied Petroleum Gas (Applicable Where the Permitted Use Is As A Food And/Or
Beverage Outlet Only)
No Liquefied Petroleum Gas shall be permitted to be brought to the Demised Premises or

any part thereof if Gas is available for supply to the Demised Premises.
3.1.22 Negative Covenants
The Tenant shall:-
(a) not do (or permit or suffer to remain upon the Demised Premises) anything which
may be or become or cause a nuisance, annoyance, disturbance, inconvenience,
injury or damage to or give cause for reasonable complaint from the Landlord or the
Mall Occupants or the occupiers of adjacent or neighbouring premises;
(b) not use the Demised Premises for any dangerous, noxious, noisy or offensive trade
or business, nor for any illegal or immoral act or for any business or trades which
emit, accumulate and disseminate any unpleasant odour or which accumulate dirt or
cause nuisance to the general public and/or the Mall occupants or for public
entertainment and or amusement or which involves gambling in any form or as a
massage parlour, funeral parlour or death house or a place for religious services of
any nature whatsoever and any kinds of business related thereto or for any business
or trade which infringes or violates the trademarks, copyrights, patents or any
intellectual proprietary rights of any third party or parties;
(c) not use the Demised Premises or any part thereof for any reason whatsoever
calculated to affect adversely the interest of the Landlord and shall always observe
such restrictions on the use of the Demised Premises which the Landlord or the
Management of the Mall may deem fit to impose or for any other businesses deemed
by the Landlord or the Management of the Mall to be offensive or detrimental to the
nature or character of the Mall;
(d) not store or bring upon any part of the Demised Premises or the Mall arms,
ammunition, or unlawful goods, gunpowder, salt-petre, kerosene, chemicals, gases or
any explosive, combustible or hazardous substance or material;
(e) not use or permit or suffer the use of the Demised Premises for the sole purpose of
storing of any goods or merchandise only or as a laboratory or workshop. The
Tenant shall not use any part of the ceiling space of the Demised Premises for
storage purposes;
(f) keep the Demised Premises securely fastened and locked at all times when they
remain unattended and not to allow any person to sleep, live or smoke on the
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Demised Premises and not to use the Demised Premises for residential purposes nor
keep any animal or reptile on the Demised Premises;
(g) not tout or solicit or permit its agents invitees and licensees to tout or solicit or to use
freelance touts in the public areas of the Mall.
Without limiting the generality of the foregoing, the Tenant shall not under any guise
or pretext whatsoever to conduct, tout or solicit for or permit any person to conduct or
solicit for its business or distribute or display or cause to be distributed or displayed
any pamphlets or other advertising materials whatsoever either manually or by more
or other vehicles nor display advertising material generally on any part of the
Common Property or Car Park without the prior written consent of the Landlord or the
Management of the Mall;
(h) not install any pay telephone or vending machines within and outside the Demised
Premises;
(i) save where the Permitted Use of the Demised Premises is that of a food and/or
beverage outlet, not serve any food or drink or allow any consumption of food or drink
on the Demised Premises without the prior written consent of the Landlord;
(j) save where the Permitted Use of the Demised Premise is that of a bank
or money lender, not use or cause or permit to be used the Demised Premises or any
portion thereof for the carrying on the business of a bank or any business in relation
to the operation of money lending;
(k) save where the Permitted Use of the Demised Premises is a liquor store or outlet or
food and/or beverage (which includes the sale of liquor), not apply at any time for or
allow any application to be made for a licence or licences for the sale of wine, spirits
or similar intoxicating liquors on the Demised Premises or any part thereof or allow
the Demised Premises or any part thereof to be used for the carrying on thereon of
the trade of a publican or licensed victualler or for the sale of wine, spirits or similar
intoxicating liquors;
(l) not utilise any unethical business practice or conduct the business of the Tenant in
such a manner as to prejudice the goodwill and reputation of the Mall as a shopping
centre;
(m) not erect or cause to be erect any nightclubs, bars, coffee houses and pubs in the
Demised Premises except in permitted areas allocated by the Landlord and approved
by the Appropriate Authority;
(n) not permit or cause to permit any gaming business such as video game arcade or
any businesses which involve gaming in any form except those gaming business
which are permitted under the Law of Malaysia;
(o) not dispose, throw, place and/or burn any rubbish or garbage either in the Demised
Premises or in the Mall save for the designated area in the Mall for disposal of
rubbish or garbage;
(p) not use chemicals, burning fluids, gas or alcohol or other explosives materials in
lighting the Demised Premises;
(q) not cover or obstruct the display windows or any windows which reflect or let in light
in the Demised Premises or the Mall except with the prior written permission from the
Landlord;
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(r) not interfere with or attempt to control any part of the fire alarm systems, sprinkler
systems, any escalator, travelator, any air conditioning equipment or any other
machinery or equipment of the landlord installed in the Demised Premises or the Mall
or both;
(s) not conduct or allow any auction sale, fire sale , warehouse sale, closing down or
liquidation sale by whatever name called in the Demised Premises or any other sale
without prior written consent by the Landlord which shall be determinded by the
Landlord at its absolute discretion;
(t) not display any religious altars or other religious items or burn any incense within or
outside the Demised Premises;
(u) not use any medium, such as loudspeakers, video equipment, sound reproduction
equipment, television or radio equipment which may be seen, heard or experienced
outside the Demised Premises;
(v) not mark, paint, drill, write on or in any way deface any wall, ceiling, floor, wood,
stone or iron work of the Demised premises or the Mall unless permitted by this
Agreement;
(w) at all times ensure a free passage way in and around the Demised Premises and
shall not encroach onto any of the Common Property nor display plumbing, shades,
canopies, awnings, fan, window boxes, amplifiers or other devices or things of any
kind whatsoever exterior to the Demised Premises unless otherwise permitted in
writing by the Landlord;
(x) not wholesale, grant concessions, franchises or licences to sell or do business on the
Demised Premises or any part of them and shall not allow any other person or
corporation to sell foods or property or provide services on or from the Demised
Premises or any part therof;
(y) not use either the Common Property or car park of the Mall for the sale of goods,
wares and merchandise or for any other business, occupation or undertaking and
shall not in any manner obstruct or cause interference with free passage over them;
(z) not change the exterior colour of the Demised Premises or the shopfront of any part
of the Demised Premises and shall not change the colour, size, location or
composition of any sign, symbol or advertisement without the prior written approval of
the Landlord;
(aa) not use or allow to be used the lift, escalator or travelator areas, lavatories,
conveniences and the water, lighting, and air-conditioning apparatus, drains and fire
sprinkler systems in the Premises or the Mall for any purpose other than those for
which they were constructed;
(bb) not mortgage, charge, lease or otherwise deal with any of the Tenant’s fixtures (or
anything else which requires or may require the Landlord to sign a landlord waiver or
any similar written material) without the Landlord’s prior written consent; and
(cc) not to use any part of the Demised Premises for office, clerical or non-retail purposes
unless the Tenant obtain written approval from the Landlord to use such space in the
Demised Premises as reasonably required for the conduct of Tenant’s business.
3.1.23 Point of Sale System
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(a) In the event the Landlord Mall POS System is installed by the Landlord in the Mall,
the Tenant shall subscribe to the Mall POS System at the costs and expenses of the
Tenant and to immediately record all Gross Sales turnover and transactions of the
Tenant in the POS System and transmit the same into the main frame computer
system of the Landlord programmed to receive such information. The Tenant is
required at the end of each trading day to submit the daily Gross Sales turnover and
transaction figures to the Landlord in the manner prescribed by the Landlord. In the
event the Tenant fails to do so, an administrative charge equivalent to a sum which
will be based on the Liquidated Damages in Schedule 1 shall be imposed for each
day the Tenant fails to make the submission. In the event the Tenant fails to submit
the daily Gross Sales turnover figure to the Landlord for seven (7) consecutive days,
such failure will be deemed to be a fundamental breach of this Agreement which
would entitle the Landlord (without prejudice to the Landlord’s other rights and
remedies), at its option, to re-enter the Demised Premises and recover possession of
the Demised Premises from the Tenant.
(b) Without prejudice to sub-clause (a) above and to the Landlord’s other rights of
access under this Agreement, the Tenant shall permit workmen, agents or contractors
access to the Demised Premises for the purpose of the installation or maintenance of
the Mall POS System or any part thereof.
3.1.24 Advertising and Promotional Activities
(a) During the Term of the Tenancy, the Tenant shall at its own cost and expense:-
(i) hold at least one (1) product launch or exclusive event per year as
well as advertise the launch or event to promote the same, the launch or
event and the mode of advertising to be agreed between the parties; and
(ii) hold sales and promotional events upon the Demised Premises and
in the Mall for the purpose of promoting its business, goods and
merchandise.
(b) In all advertisements in newspapers, magazines, radio, television, directories,

pamphlets or other media or other communications bearing or which may include the
Landlord’s name or business mark, the Tenant shall use only pre-approved formats
for the Landlord’s name or business mark to ensure consistency in treatment of
brand name/logo in terms of size, colour and positioning statement. The Landlord
shall be entitled to change the formats from time to time.
(c) The Tenant shall ensure that all advertisements shall comply with relevant rules,
regulations and standards imposed by the relevant authorities. The Tenant shall
submit published advertisements to the Landlord within two (2) weeks of such
publication.
(d) If any of the Tenant’s advertisements contravene any rule, standard or regulation,
the Tenant shall immediately cease such advertisements.
(e) The Tenant shall indemnify the Landlord against any loss, damage, claim, action,
proceedings, costs and/or expense arising out of or in connection with the publication
of any advertisement by the Tenant.
3.1.25 Joint Marketing/Loyalty Programme
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(a) The Tenant shall participate in any joint marketing programmes organised by the
Landlord for the benefit of regular shoppers in the Mall including but not limited to late
night shopping upon terms as may be stipulated by the Landlord.
(b) The Tenant shall provide privileges as may be determined by the Landlord on goods,
merchandise and/or services for any loyalty programme(s) which may be
implemented by the Landlord and for this purpose, the Tenant shall execute any
agreement relating to the loyalty programme(s), including without limitation,
accepting the installation of such equipment as the Landlord may deem necessary at
the Demised Premises for the implementation of the loyalty programme(s);
(c) In connection with the loyalty programme(s), the Tenant shall accept such cash card,
debit card and/or credit card as may be designated by the Landlord for the payment
of goods, merchandise and/or services sold and/or provided by the Tenant and where
required by the Landlord, the Tenant shall execute the Landlord’s and/or the card
issuer’s standard merchant agreement relating to the acceptance of such card(s) for
payment.
(d) The Tenant shall honour and accept as good payment gift vouchers in all
available denominations issued by the Landlord and such other gift vouchers as may
be prescribed by the Landlord provided the Tenant shall be entitled to reimbursement
from the Landlord pursuant to the terms and conditions as determined by the
Landlord.
(e) The Tenant consents to the Landlord being entitled (but not obliged) to advertise or
publicise or otherwise refer to the Tenant as a tenant of the Landlord or the Mall, and
in this respect, to include or incorporate or refer to the Tenant’s business, name, logo,
service mark or trade mark in any advertising material in relation to the Mall.
(f) The Landlord will have an official website of the Mall and all the promotion,
administration and maintenance of the website of the Mall shall be managed by the
Landlord or parties appointed by the Landlord and Tenant shall upon request by the
Landlord, execute such agreements as may be required by the Landlord with the host
of the website.
(g) If so required by the Landlord, to send at least one (1) representative of the Tenant at
the costs and expenses of the Tenant to attend and participate in any class or
classes on visual merchandising and design and/or on customer services as may be
conducted or caused to be conducted by the Landlord once a year or such other
periodic intervals as the Landlord shall in its absolute discretion deem fit.
3.1.26 Use of Mall Name
The Tenant shall not without the prior written consent of the Landlord use the name of the
Hotel ”EDC Hotels & Resorts” or any other words similar thereto in any form or any picture or
likeness of the Mall or the Demised Premises in its registered or trading name or for any
advertising or purpose other than as the address and place of business of the Tenant in
relation to the Permitted Use. For the purpose of seeking the Landlord’s consent, the Tenant
shall submit to the Landlord all dockets vouchers catalogues advertisements or sales
promotion materials of any sort incorporating references to and illustrations or sketches of the
Mall prior to any implementation.
3.1.27 Tenant Operating Hours
(a) Unless otherwise stipulated by the Landlord, the Tenant shall keep the Demised
Premises open for business during the Tenant Operating Hours throughout the Term
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failing which Liquidated Damages listed in schedule 1 shall be due from the Tenant to
the Landlord and payable by the Tenant to the Landlord without further demand for
each day or any part thereof the Tenant fails to open for business during the Tenant
Operating Hours.
(b) In the event that the Demised Premises is not open during the Tenant Operating
Hours for a continuous period of two (2) days or for an aggregate of three (3) days
per annum without the prior written consent of the Landlord, such event shall
constitute a fundamental breach and the Landlord shall be entitled to re-enter the
Demised Premises. For the avoidance of doubt, the Landlord may re-enter the
Demised Premises for any failure of the Tenant to open for business during the
Tenant Operating Hours whatsoever, including without limitation closure by any
authority for any reason, for the said continuous period.
(c) The Tenant shall apply to the Landlord or the Management of the Mall for its consent
to close the Demised Premises at least seven (7) days' in advance of such closure.
(d) The Tenant shall always ensure that the Demised Premises are well and sufficiently
lighted daily throughout the Mall Business Hours whether the Demised Premises is
open for business or otherwise.
(e) Subject to the Landlord's written consent, the Tenant may open the Demised
Premises for business outside the Tenant Operating Hours provided that the Tenant
shall be responsible for all costs occasioned by such additional hours including but
not limited to any reasonable expenses, charges and outgoings relating to:-
(i) electricity, air-conditioning, maintenance, chilled water and outgoings of

Common Property;
(ii) overtime and for any additional staff required for the security of the Mall or for
any other reason;
(iii) cleaning of the Common Property; and
(iv) such cost, expenses and charges reasonably necessary for the operation of
the Mall
shall be payable by the Tenant to the Landlord on demand.
3.1.28 Washrooms
(a) Without prejudice to the generality of sub-clause (b) hereof, the Tenant shall keep all
washrooms and facilities within the Demised Premises clean, hygienic, tidy and at a
standard acceptable to the Landlord and open for use by any patron of the Tenant
during the Tenant Operating Hours.
(b) The Tenant shall keep clean and in good order and repair (including making good all
damage) at the Tenant’s expense all lavatories toilets taps wash basins water closets
sinks cisterns fittings and apparatus within or exclusively serving the Demised
Premises. In the event the Tenant fails to maintain the lavatories toilets taps wash
basins water closets sinks cisterns fittings and apparatus within or exclusively serving
the Demised Premises as aforesaid, the Landlord may carry out such remedial
measures as it thinks necessary (without being obliged to do so) and all costs and
expenses incurred thereby shall be paid by the Tenant to the Landlord forthwith on
demand and all costs and expenses incurred together with Interest thereon from the
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date the costs and expenses were so incurred by the Landlord until the date they are
paid shall be recoverable from the Tenant as if they were rent in arrears.
(c) In the event the Tenant has sole occupation of an entire floor, the Tenant shall be
responsible of the cleaning and maintenance of all the toilets and other amenities on
that floor.
3.1.29 Loading and Unloading
(a) The Tenant shall not permit operate trade vehicles or other means of transporting
goods while being used for the delivery and pick up of merchandise to and from the
Demised Premises to be driven parked or stopped at any place or time within the
Mall except within the loading dock of the Mall and except at such other place or
places and at such time or times as the Landlord may specifically allow and the
Tenant shall prohibit its employees service suppliers and others over whom it may
have control from parking delivery vehicles loading or unloading in any place other
than the said loading dock or such other places which the Landlord may from time to
time allot for such purposes and from obstructing in any manner howsoever the
entrances exits and driveways in and to the parking areas and also the pedestrian
footways in or to the Common Property.
(b) The Tenant shall not use or permit to be used the said loading dock for the storage of
goods or for any other purpose than the prompt loading and unloading of the goods.
3.1.30 Loading and Heavy Equipment
The Tenant shall:-
(a) subject to the Landlord’s prior consent and before bringing the heavy machinery,
fitting, plant or equipment into the Demised Premises or the Mall, the Tenant shall
inform the Landlord of the Tenant’s intention to do so and provide adequate details of
the nature, size, weight and proposed use of the machinery, fittings, plant or
equipment. The Landlord may direct the transportation route through the Mall of all
such machinery, fittings, plant or equipment and the Tenant shall comply with such
directions;
(b) not at any time load or permit or suffer to be loaded on any part of the floors or
structures of the Demised Premises any weight greater than the Maximum Floor
Load (or as the Landlord may from time to time prescribe) or any weight which will
cause undue strain and not to install any equipment or machinery which shall be
unduly noisy or cause dangerous vibration or be a nuisance to the Landlord or the
Mall Occupants and the Tenant shall when required by the Landlord distribute any
load on any part of the floor of the Demised Premises in accordance with the
directions and requirements of the Landlord and in the interpretation and application
of the provisions of this sub-clause the decision of the surveyor architect or engineer
of the Landlord shall be final and binding on the Tenant;
(c) without prejudice to the generality of the foregoing Clause, not bring or allow to be
brought on to the Demised Premises or any part of the Mall used in common with the
Landlord and the Mall Occupants any machines or machinery save and except such
machinery and equipment as are required for the business of the Tenant. In the event
that the Landlord is of the opinion, which is binding and conclusive on the Tenant,
that any such machinery, plant or equipment or goods be of such nature or size is
likely to cause any structural or other damage to the floor or walls or any other parts
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of the Demised Premises or the Common Property of the Mall, the Tenant shall
forthwith remove the same upon demand by the Landlord failing which the Landlord
is entitled to remove the same at the sole liability and costs of the Tenant;
(d) not convey or carry goods and baggage in the passenger lifts or escalators but shall
convey or carry them in the service lifts. The Tenant shall not cause any obstruction
in the entrances staircases, landings, corridors passages or other common part of the
Mall when conveying such goods and baggage. Further the Tenant shall not damage
or deface any part of the Mall Common Property passages lifts or other things
whatsoever and shall forthwith repair and make good or pay the Landlord on demand
the costs of making good such damage and/or defacement.
Any delivery of consignment of crates of goods in bulk shall be carried out by the Tenant their
servants or agents only at such hours as may be designated by the Landlord or the
Management of the Mall at their absolute discretion.
All damages caused to the Demised Premises, the Mall or any part of thereof by the Tenant,
its employee, servant, customers, licensees, invitees or authorized person by taking in or
putting out a safe, furniture, luggage or goods throughout the Term of the Tenancy shall be
made good by the Tenant at the sole cost and expense of the Tenant.
3.1.31 Signs and Unsightly Objects
(a) The Tenant shall not without prior written consent by the Landlord place, put or
display on the exterior walls or on the interior or exterior surfaces of windows, doors,
wall or the roof of the Demised Premises or any other part of the Mall any sign, sales
sign, symbol, advertisement, neon light, other light, or any other object or thing.
(b) All external display of letterings, decorations, external signs and/or name-signs,
strobe lights or colour lights of any kind on or behind the frontage boundary or display
windows, glass or roller shutters or hoardings, shall require the prior written approval
of the Landlord.
(c) The Tenant shall not use affix erect attach paint or exhibit or permit or suffer so to be
upon any part of the exterior of the Demised Premises or any part of the Mall any
public announcement placard poster notice advertisement name or sign or television
or wireless mast or aerial or any other thing whatsoever save and except such as
shall have been previously approved in writing by the Landlord at the Tenant’s own
cost and expense.
(d) The Tenant shall not erect or install on the windows of the Demised Premises or on
any glass panel any sign device furnishing ornament or object which is visible from
outside the Demised Premises and which, in the opinion of the Landlord, is
incongruous or unsightly or may detract from the general appearance of the Mall.
(e) The Landlord may at the Tenant’s cost, remove any sign which contravenes with this
clause and may if necessary enter into the Demised Premises to do so and the
Tenant shall have no claims whatsoever against the Landlord.
3.1.32 Shop Front
The Tenant shall NOT change or in any way vary the shop front and the entrance door
provided or approved by the Landlord for access to the Demised Premises and not to install
locks, bolts or other fittings to the said entrance door additional to those supplied or approved
by the Landlord or in any way to cut or alter the said entrance door without first having
obtained the written consent of the Landlord (such consent not to be unreasonably withheld).
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3.1.33 Goods
(a) Display of Goods
The Tenant shall at all times maintain the interior of the Demised Premises and the
display of merchandise in the display windows of the Demised Premises to such
standard and of a composition in conformity with the standard determined by the
Landlord, at its sole and absolute discretion, and the Tenant shall carry out such
further fitting out, renovation or other works as the Landlord may, at its sole and
absolute discretion, require by notice in writing to the Tenant from time to time during
the Term and all costs and expenses incurred as a result thereof shall be solely borne
by the Tenant.
(b) Unpacking of Goods
The Tenant shall not place or leave outside the Demised Premises packages boxes
or crates of any description or parcels of goods or articles or any containers of any
description and to carry out all unpacking of goods within the Demised Premises.
3.1.34 Encroachment
In the event that the Tenant is in breach of this sub-clause or any part hereof, the Landlord
shall give notice to the Tenant to rectify such breach. If the Tenant shall not within seven (7)
days after the service of such notice proceed diligently to rectify such breach and complete
the said rectification required by the Landlord in the aforesaid notice, then in either event the
agents or servants of or any persons duly authorised by the Landlord shall be entitled to and
is hereby authorised, without being liable for any loss or damage occasioned thereby to the
Tenant or any third party and without prejudice to the Landlord’s right to claim damages, costs
and expenses including without limitation legal and other professional costs and temporary
utilities charges arising out of the Tenant’s breach to:-
(i) remove all goods and property outside the Demised Premises and all costs and
expenses incurred including storage costs (if any) shall be payable by the Tenant
forthwith on demand by the Landlord; and/or
(ii) as the Tenant’s agent, sell the goods and property as the Landlord deems fit and
apply the net proceeds therefor to pay for any sums payable by the Tenant to the
Landlord and pay the balance (if any) to the Tenant; or
(iii) dispose or otherwise deal with the goods and property as the Landlord in its sole and
absolute discretion deems fit.
The Tenant shall indemnify the Landlord against any liability incurred by it to any third party
whose property shall have been disposed of or sold by the Landlord in the bona fide mistaken
belief (which shall be presumed unless the contrary be proved) that such property belonged
to the Tenant and was liable to be dealt with as such pursuant to this clause.
3.1.35 Obstruction
The Tenant shall:-
(a) not block up, darken, or obstruct or obscure any of the windows
or lights belonging to the Demised Premises or to any part of the Mall;
(b) not cover or obstruct any ventilating shafts or air-inlets or outlets;
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(c) not place or take into the lifts or onto the escalators without the
prior approval of the Landlord, any baggage, furniture, heavy articles or other goods;
(d) park any vehicle belonging to or under the Tenant's control at the
owner's own risk in the Car Park and shall ensure that no bicycle, motorcycles, motor
scooters belonging to or under the control of the Tenant or its servants or agents shall
be parked in the five-foot-way, passage or any part of the Common Property of the
Mall.
3.1.36 Installation of Door Bells
The Tenant shall not affix or cause to be affixed any alarm system door bells hidden cameras
or any other devices in or around the Demised Premises without first obtaining the written
permission of the Landlord. In default thereof the Landlord shall cause the same to be
removed and put right at the expense of the Tenant.
3.1.37 Flooding and Drains
The Tenant shall not cause or permit to be caused any overflowing, flooding, damage,
blocking or stoppage to the drains, pipes, toilets, drainage or sewerage system in and around
the Demised Premises, the Mall or the Land. Where any such overflowing, flooding, damage,
blocking or stoppage as aforesaid is caused by the Tenant, to remedy the same forthwith,
failing which, the Landlord and/or the Management of the Mall, as the case may be, shall be
entitled immediately to enter the Demised Premises if necessary and to remedy such
overflowing, flooding, damage, blocking or stoppage whereupon the costs and expenses
incurred shall be a debt due from the Tenant to the Landlord and/or the Management of the
Mall, as the case may be, and shall be forthwith recoverable as such.
3.1.38 Interference with Air Conditioning
The Tenant shall keep the windows of the Demised Premises closed at all times so as to
maintain an efficient air-conditioning system and not to install any heating or cooling
apparatus in the Demised Premises as would interfere with the air-conditioning system in any
manner whatsoever.
3.1.39 Restriction on Use of Lifts, Escalators and Access
1.40.1 The Tenant shall not use or permit to be used the passenger lifts in the Mall for
the carriage of rubbish, garbage, goods or merchandise.
1.40.2 The Tenant's right to use the lifts and entrances in the Mall may be restricted by
the Landlord after the Mall Business Hours to such lifts and entrances as the
Landlord in its discretion may identify.
1.40.3 After the Mall Business Hours access to the Demised Premises and Mall shall
only be permitted if the person, seeking such access is identified to the
satisfaction of the security personnel of the Landlord and in accordance with
the rules and regulation imposed by the Landlord.
3.1.40 Insurance
3.1.40.1 Avoidance of Insurance Policy and Additional Premium
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The Tenant shall not do or permit or suffer to be done anything whereby the
policy or policies of insurance on the Mall or the Demised Premises against
loss or damage by fire or other risks may be rendered void or voidable or
whereby the rate of premium thereon may be increased and to make good all
damage suffered by the Landlord and to repay to the Landlord on demand all
sums paid by the Landlord by way of increased premiums and all other
expenses relating to the renewal of such policy or policies rendered
necessary by a breach or non-observance of this covenant without prejudice
to any other rights of the Landlord;
3.1.40.2 Public Liability Insurance
At the Tenant’s expense to insure and keep insured in the joint names of the
Landlord and the Tenant, the Demised Premises, the Tenant’s property
goods and equipment and the plate and tempered glass of the Demised
Premises and the Landlord’s Fixtures & Fittings (which the Tenant is obliged
to keep in repair under the provisions of this Agreement) against any claims
losses liabilities or other risks arising from public or any third parties under a
Public Liability Policy (including but not limited to loss, breakage or damage
by theft, burglary, fire or sprinkler leakage or water damage of whatsoever
nature and such other risks which is usually insured by persons carrying on
business similar to the Tenant’s business), and where applicable with food
and drink extension against claims for personal injury or death or damage to
property or loss arising out of the operations of the Tenant on or from the
Demised Premises, with an insurance company to be approved by the
Landlord in the sum not less than as specified in Item 7(b) of Schedule 1
hereto for any one occurrence and to pay all premiums necessary for that
purpose. The Tenant shall submit copies of the aforesaid insurance policies
to the Landlord and the receipts for the premiums so paid and shall keep the
Landlord notified in the event of the cancellation or modification and renewal
of any of the said policies of insurance or the terms thereof PROVIDED
ALWAYS where it be deemed necessary at the Landlord’s sole and absolute
discretion, the Landlord may require the Tenant to increase the scope and
amount of such insurance coverage. The insurance shall include a Cross-
Indemnity Clause.
Provided Always that if the Tenant shall at any time fail to keep the Demised
Premises insured as aforesaid, the Landlord may do all things necessary to
effect and maintain such insurance and any money expended for that
purpose shall be repaid by the Tenant to the Landlord who may recover the
same as rent in arrears.
3.1.40.3 Tenant’s Fire Insurance
The Tenant shall at all times during the Term(s) of the Tenancy, at the
Tenant’s expense, effect and keep current with an insurance company
approved by the Landlord a fire insurance policy for the Demised Premises.
3.1.40.4 Workmen’s Compensation
Workmen’s compensation and/or other insurance with statutory limits as

required by any law and/or employer’s liability insurance to provide for
payments to the Tenant’s employees and any persons located at any time on
or in the Demised Premises for the purposes of conduct of the Tenant’s
business or other works. All such insurance shall be endorsed to indemnify
the Landlord against any liability which the Landlord may incur under any
such law or any regulation made thereunder.
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3.1.40.5 Fittings and Stock
A policy insuring the Tenant’s fitting, fixtures, chattels (on a replacement or

reinstatement basis) and the Tenant’s stock-in-trade (on a market value
basis) contained in or about the Demised Premises shall include:
(a) an extension to include the removal of debris for a reasonable sum;

and
(b) an extension covering all damage to the property of the Tenant

arising out of sprinkler discharge or a faulty sprinkler system,
and incorporating a clause waiving the insurer’s right of subrogation against

the Landlord.
3.1.40.6 Evidence of Insurance Cover
Before taking possession of the Demised Premises, the Tenant shall deliver
insurance policies required under this Agreement to the Landlord and shall
within seven (7) days of renewal of the same, provide Landlord with all
renewal certificates and endorsement slips in connection with such policies
and such other documentation as may be required to substantiate the
continued existence and currency of the Tenant’s insurance policies.
3.1.40.7 Landlord’s Right of First Claim
Upon occurrence of any loss, damage or injury the Landlord have the first
right and priority of claiming upon the public liability insurance policy referred
to in this clause or upon such other insurance policies as may have been
effected by the Tenant pursuant to the provisions herein or otherwise. The
Landlord shall not be obliged in any manner to effect its own public liability
insurance and/or to claim upon any of the insurance policies effected by the
landlord in the event of any such occurrence or incident and shall not be
obliged to call or claim upon any of its insurance policies prior to calling or
claiming upon the public insurance policy referred in this clause and/or the
Tenant’s other policies as aforementioned.
3.1.41 Assignment, Sub-letting
The Tenant shall not assign sublet license transfer or in any way dispose of or part with
possession of the use of the Demised Premises or any part thereof either by way of sub-
letting sharing assigning transferring or other means whereby any company or person not a
party to this Agreement obtains the use or possession of the Demised Premises or any part
thereof irrespective of whether or not any rental or other consideration is given for such use
or possession save and except with the prior written consent of the Landlord. For the
purposes of this clause, a change in the partners of a firm shall be deemed an assignment
and if the Tenant is a company, any change in the shareholding, voting rights, control or
management of the company shall be deemed an assignment of this Agreement.
The rights, duties, covenants and obligations of the Tenant under this Agreement for
performance or observance shall not be assigned, transferred, mortgaged or charged save
and except with prior written consent by the Landlord.
3.1.42 Compliance with Rules and Regulations
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The Tenant shall perform and observe and to ensure that its agents, invitees and licensees
perform and observe all rules and regulations made from time to time by the Landlord for the
maintenance, management, safety, care and cleanliness of the Mall and all such rules and
regulations shall bind the Tenant upon and from the date on which notice in writing thereof is
given to it Provided Always that the Landlord shall not be liable to the Tenant in any way for
the violation of the rules and regulations by any person including the other occupiers of the
Mall or the agents, invitees and licensees thereof. If there shall be any inconsistency between
the provisions of this Agreement and the provisions of such rules and regulations then the
provisions of this Agreement shall prevail.
3.1.43 Fire Safety Requirements
3.1.43.1 The Tenant shall install adequate fire extinguishers or fire fighting or
protection equipment in the Demised Premises and be responsible for
checking and servicing them and the Tenant shall strictly adhere to and
promptly comply with any security or fire safety regulations which may be
prescribed from time to time by the competent authority;
3.1.43.2 In this sub-clause:-
“Fire Safety Manager or other designation named by the Landlord” shall

mean and refer to the person appointed by the Landlord as a fire safety
manager in respect of the Demised Premises;
“Fire Safety Regulations” shall mean and refer to all or any statutes, by-laws,
orders, rules, regulations, requirements, notices and/or other instruments
having legislative effect relating to fire safety, including the provisions of the
Fire Services Act.
3.1.43.3 The Tenant shall at all times observe and comply with Fire Safety
Regulations.
3.1.43.4 In the discharge or his/her functions as fire safety manager, the Fire Safety
Manager shall have the power to notify the Tenant of any failure, refusal
and/or neglect of the Tenant to observe or comply with Fire Safety
Regulations by issuing certificates in such form or manner as he/she thinks fit
and such certificates shall be conclusive evidence of the breach, non-
observation and/or non-compliance by the Tenant of the Fire Safety
Regulations.
3.1.43.5 In issuing such certificates, the Fire Safety Manager may in his/her absolute
discretion:-
(i) give the Tenant notice to observe and/or comply with Fire Safety
Regulations or perform such act or acts necessary for observation
and/or compliance with Fire Safety Regulations, within specified
periods of time; and
(ii) notify the Tenant of such act or acts performed by the Landlord
and/or the Fire Safety Manager necessary for observation and/or
compliance with Fire Safety Regulations.
3.1.43.6 Upon issuance of such certificates, the Landlord shall have the right to claim
liquidated damages in the sum of Ringgit Malaysia One Hundred (RM100.00)
only for each day that the Tenant’s breach, non-observation and/or non-
compliance remain unrectified, being a genuine pre-estimate of the loss and
damage sustained by the Landlord in deploying the Fire Safety Manager to
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certify and/or monitor the relevant breach, non-observation and/or non-

compliance of Fire Safety Regulations.
The aforesaid liquidated damages shall not prejudice the right of the
Landlord to claim damages for the costs and expense of performing such act
or acts necessary for the observation and/or compliance with Fire Safety
Regulation.
The Landlord shall have the right to set off all or any sums payable by the
Tenant under this sub-clause hereof against any payments made by the
Tenant and/or any monies in the hands of the Landlord.
The payment or deduction of all of any sums by the Tenant under this sub-
clause hereof shall not relieve the Tenant from any of the Tenant’s other
obligations and liabilities under this Agreement.
In addition, the Tenant shall indemnify and keep indemnified the Landlord for
any loss, injury, damages, fines, levies, charges or other damages suffered
by the Landlord under any written law and the Fire Safety Regulations arising
out of or in connection with the Tenant’s breach, non-observance or non-
performance of this clause and/or any other provision in this Agreement
and/or any applicable law, rule or regulation.
3.1.43.7 The Tenant shall comply with the insurance, sprinkler and fire alarm
regulations as they relate to the use of the Demised Premises. The Tenant
shall pay to the Landlord the cost of any alterations to the sprinkler or fire
alarm installation which may become necessary by reason of the non-
compliance by the Tenant with the insurance, sprinkler and fire alarm
regulations or the requirements of the landlord’s insurer or both of them.
3.1.44 Compliance with Statutes
At all times during the Term, the Tenant shall comply with promptly and at the Tenant’s
expense all such requirements as may be imposed on the occupier of the Demised Premises
by any statute now or hereafter in force and any bye-laws orders rules regulations
requirements and notices thereunder and to indemnify and keep the Landlord fully
indemnified against all costs claims liabilities fines or other expenses whatsoever which may
fall upon the Landlord by reason of any non-compliance thereof.
3.1.44.1 Illegal Immigrants
Without prejudice to the generality of the foregoing, the Tenant shall not bring
onto or permit to be brought onto, or to employ or to permit to otherwise enter
onto the Demised Premises or any part thereof, any person in contravention
of the Immigration Act or any statutory modification or re-enactment thereof
for the time being in force and to indemnify the Landlord against all costs,
claims, liabilities, fines or expenses whatsoever which may fall upon the
Landlord by reason of any non-compliance hereof.
3.1.44.2 Intellectual Property Rights
Without prejudice to the generality of sub-clause 3.1.44.1 above, the Tenant

shall not bring into or use in any part of the Demised Premises or the Mall
any goods prohibited for import and domestic sales, goods infringing upon
trademarks, copyright, patent rights or other intellectual property rights of any
person or party.
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The Tenant shall within fourteen (14) days of the receipt of the same by them give full
particulars to the Landlord of any notice or proposal for a notice or order or proposal for an
order given issued or made to the Tenant in respect of the Demised Premises by or on behalf
of any Appropriate Authority and if so required by the Landlord shall produce such notice
order or proposal to the Landlord as the case may be and shall also without delay and within
the period prescribed by such notice order or proposal take all reasonable steps to comply
with the provisions of the same unless otherwise instructed by the Landlord and shall also at
the request of the Landlord and at its own cost make or join with the Landlord in making such
objection or objections or representation against or in respect of such a notice or proposal as
the Landlord shall deem expedient.
The Tenant shall adhere to and comply with all directives, rules and regulations issued and
enforced by the Landlord or the Management of the Mall from time to time, in particular the
Mall Regulations (the Tenant hereby acknowledges that it has been furnished a copy of the
Mall Regulations). The Landlord and/or the Management of the Mall may at any time add to,
delete from and/or generally amend and/or alter the Mall Regulations in order to facilitate the
smooth and efficient running of the Mall.
3.1.45 Legal Proceedings
The Tenant shall give the Landlord notice within seven (7) days of the Tenant being involved
in any legal proceedings including without limitation any court proceedings, arbitration or
mediation and to furnish the Landlord with the details of the same as the Landlord may
require.
3.1.46 Security
(a) The Tenant shall be solely responsible for the security of the Demised Premises and
for the proper locking and securing of the doors and windows (if any) of the Demised
Premises at all times and shall be similarly responsible if the same is unattended and
for the security and well being of the Tenant's clients, customers, invitees, guests,
agents, employees or servants and their belongings and effects.
(b) The Tenant shall be solely responsible for the safe keeping of all goods, items
chattels, fixtures and fittings therein at all times. The Tenant shall not open any of the
windows of the Demised Premises save for when the air-conditioning is not
operational. The Tenant shall be liable for any loss or damage to the Demised
Premises and any property contained therein in the event of a theft or burglary or
accident.
(c) The Tenant shall not at any time during the Term of this Tenancy employ any security
guard to guard the Demised Premises or any part of the Mall without the prior written
consent of the Landlord or the Management of the Mall. In the event, that the consent
of the Landlord and/or the Management of the Mall is given, the Tenant shall ensure
that the security guards shall comply with all notices, directions, rules and regulations
laid down by the Landlord and/or the Management of the Mall from time to time and
the Tenant shall also ensure that such personnel are issued with and continue to
possess the relevant valid licences and/or permits for that purpose. The Tenant shall
indemnify and keep the Landlord fully indemnified against any actions claims, or
demands brought against the Landlord in respect of any loss injury or damage
suffered by or caused to the Landlord or any other party or parties whatsoever
resulting from any act or omission of the said security personnel.
(d) In the event of any accident, casualty, damage, theft or burglary which may have
occurred on the Demised Premises, the Tenant shall give the Landlord notice in
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writing within 24 hours of the happening of the same. Further, the Tenant shall lodge
a police report immediately and furnish a copy of such report to the Landlord.
(e) Without prejudice to any of the Landlord's rights and remedies herein contained, in
the event the Landlord is of the opinion that the security of the Demised Premises is
not intact or sufficient at any time, the Landlord reserves the right at any time to
station a security guard at the Demised Premises at the cost and expense of the
Tenant, which cost and expense shall be payable by the Tenant to the Landlord within
seven (7) days from the date of the Landlord's demand.
(f) If the Demised Premises has doors, entrances and exits fronting the exterior of the
Mall and if the Tenant with the prior written approval of the Landlord operates outside
the Mall Business Hours, the Tenant shall keep the doors, entrances and exits facing
the interior of the Mall securely locked during the hours of operation outside the Mall
Business Hours.
3.1.47 Disconnecting Supply
In the event the Tenant shall fail, refuse and/or neglect to pay the Rent, Service Charge,
Advertising and Promotion Charges or any other payment hereby reserved for any month
upon the same becoming due and payable, the Landlord shall forthwith be entitled and have
the right to disconnect or cause to be disconnected or cease or cause the cessation or
availability of the supply of air-conditioning and water forming part of the Landlord's chattels
and any other utilities, amenities or facilities.
3.1.48 Viewing of Demised Premises
During the six (6) months immediately preceding the determination of the Term, the Tenant
shall permit persons with the written authority of the Landlord or its agents to view the
Demised Premises and to permit the Landlord or its agents to display signboard or
signboards in respect of the re-letting of the Demised Premises.
3.1.49 Similar Business
During the Term, the Tenant shall not own, operate, maintain or control whether directly or
indirectly or in any way participate in the ownership, management or control, operation or
profits of any business similar to or in competition with that conducted in the Demised
Premises within a radius specified in Item 10(a) of Schedule 1 hereto from the boundaries of
the Mall. It is further provided that this clause shall not apply to the Tenant’s existing
business(es) at the location(s) specified in Item 10(b) of Schedule 1 hereto, if any.
3.1.50 Yielding up
At the expiration or earlier determination of the Term, the Tenant shall peaceably and quietly
deliver up to the Landlord the Demised Premises with all the Landlord’s Fixtures & Fittings
therein in good clean tidy and tenantable repair and all locks, keys and fastenings complete
in like condition as the same were delivered to the Tenant at the commencement of the Term
and at the Tenant’s own expense to remove all apparatus, equipment, notices and signboards
belonging to the Tenant which may have been placed upon the Demised Premises.
3.1.51 Reinstatement
3.1.51.1 On the expiry or earlier termination of the Term, unless otherwise required by
the Landlord in writing, the Tenant shall re-instate the Demised Premises to
its Original Condition to the satisfaction of the Landlord.
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3.1.51.2 In addition to the foregoing and immediately prior to the expiration or earlier
determination of the Term, the Tenant shall reinstate repaint (with two (2)
coats of a paint (the type of which is to be approved by the Landlord)) and/or
repaper the Demised Premises to its original state and condition to the
satisfaction of the Landlord and if the Tenant shall fail to reinstate repaint
and/or repaper the Demised Premises as aforesaid the Landlord may
reinstate repaint and/or repaper the same and recover from the Tenant on
demand the costs of such reinstatement repainting and/or repapering
Provided Always that where the Landlord requires any alteration or addition
made installed or fixed by the Tenant in at or about the Demised Premises to
be retained, the Tenant shall not remove the same whether prior to or at the
expiration or sooner determination of the Term. For the avoidance of doubt
the Tenant may remove furniture and chattels belonging to the Tenant from
the Demised Premises. Prior to carrying out any re-instatement works, the
Tenant shall erect hoarding at the Demised Premises at its own costs and in
accordance with the Landlord’s Hoarding Design Criteria in the Fit-Out
Guide;
3.1.51.3 In the event the Tenant takes over the fixtures, fittings and/or furniture
installed by or belonging to the previous tenant(s) of the Demised Premises,
at any time prior to the expiry of the Term, the Tenant’s obligation for removal
or reinstatement shall extend to all fixtures, fittings and/or furniture installed
by or belonging to the previous tenant(s).
3.1.52 Vacant Possession
Upon the expiry of the Term or the earlier determination of this Agreement, the Tenant shall
ensure that vacant possession of the Demised Premises is returned to the Landlord, free of
any debris.
3.1.53 Holding Over
3.1.53.1 If the Tenant shall be in breach of its obligations to redeliver and reinstate the
Demised Premises to the Landlord in accordance with the provisions of this
Agreement on expiry or earlier determination of the Term, the Tenant shall be
deemed to be holding over and shall be and remain liable for the payment of
double rent or mesne profits (whichever is the higher) until the Tenant shall
be in compliance of such or until the Demised Premises have otherwise been
re-instated by the Landlord.
3.1.53.2 The Landlord reserves the right to re-instate the Demised Premises and to
clean debris or otherwise reinstate the Demised Premises at the Tenant’s
cost and expense and the Tenant shall pay the costs and expenses thereof
upon the Landlord’s written notice.
3.1.54 Caveat and Registration of Tenancy
3.1.54.1 The Tenant shall not register this Agreement nor lodge a caveat in respect of
this Agreement at the relevant Land Office whether before or during the
continuance of the Term.
3.1.54.2 The Tenant shall not be entitled to require the Landlord to subdivide the Mall
or any part thereof or to do any act or thing which could result in the Landlord
being required to subdivide the Mall or any part thereof.
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3.1.55 Confidentiality
The Tenant shall keep confidential and not disclose to any third party any information in
respect of, arising from or in connection with the terms, conditions and provisions of this
Agreement and all correspondence and discussions between the Landlord and the Tenant in
relation to this Agreement unless the disclosure is required by law or made with the prior
written consent of the Landlord or its agent.
3.1.56 Tenant’s Agents
For the purposes of these presents any act, default or omission of the employees servants
agents independent contractors invitees licensees workmen and permitted assigns of the
Tenant shall be deemed to be the act, default or omission of the Tenant.
3.1.57 Indemnity
The Tenant shall be responsible for and shall save harmless and indemnify the Landlord and
the Management of the Mall (as notified by the Landlord to the Tenant in writing from time to
time) from and against all claims demands actions proceedings prosecutions fines penalties
costs expenses liabilities damages and losses whatsoever which may be made or instituted
or imposed by the Appropriate Authority or any persons against or otherwise incurred or
suffered by the Landlord and/or the Management of the Mall (save and except any damage
or loss, howsoever caused or occasioned by act, omission, default, misconduct or negligence
of the Landlord and/or the Management ) arising from any damage or loss judicially
determined to have caused or occasioned to the Landlord or to the Demised Premises or any
injury or death caused to any person whosoever directly or indirectly through or arising out of
any act, omission, default, misconduct or negligence attributable to the Tenant or any of the
Tenant's authorised persons.
3.1.58 Rescission by Landlord
Notwithstanding any contrary clause herein and without prejudice to the rights of the Landlord
under the terms of this Agreement, if the Landlord is reasonably satisfied that the Tenant
and/or its employees, agents and sub-contractors have offered or given to the Landlord or its
employees or agents or any third party any gift or consideration of any kind as an inducement
or reward in relation to or arising from this Agreement (“Bribery”), the Landlord shall reserves
the right to terminate this Agreement immediately and to recover from the Tenant the amount
of any loss resulting from such termination.
3.1.59 External Walls and Roof
The Landlord shall at it absolute discretion use the outside of the external walls and the roof
of the Mall for any purpose.
3.1.60 Passage of Service
The Landlord reserves to itself and all others authorised by the Landlord the passage of air-
conditioning equipment, fire and sprinkler systems, pipes, services, ducts, cables, electrical
wiring, water sewerage and drainage connections and any other services through, along,
under or into the Demised Premises.
3.1.61 The Landlord may by itself or its agents at all times enter the Demised Premises or any part
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of the Demised Premises for anyone or more of the following purposes:-
(a) complying with the terms of any legislation affecting the Demised Premises and
any notices served on the Landlord or Tenant by any Appropriate Authority;
(b) carrying out any repairs, alterations or works of a structural nature;
(c) installing, maintaining or repairing ducts, water sewerage, drainage connections,

air-conditioning apparatus, fire sprinklers, gas pipes, water pipes, drainage pipes,
cables or electrical wiring and any other services through, along, in or into the
Demised Premises;
(d) making any improvements or alterations to the adjoining Demised Premises which
the Landlord may consider necessary;
(e) taking inventories of fixtures;
(f) exercising the powers and authorities of the Landlord under this Agreement.
In carrying out the works referred to in this sub-clause the Landlord shall not cause
unnecessary interference with the use of the Demised Premises by the Tenant. The Tenant
shall render such assistance as necessary to the Landlord.
3.1.62 Access to Premises in Emergency
When in the opinion of the Landlord an emergency situation arises and it has become
necessary to avert, control or mitigate the same or the effects of the same, the Landlord or
its agents shall be allowed to access the Demised Premises and if necessary to access by
forcible entry and the Landlord shall not be liable for any loss or damage caused by or
resulting from such forcible entry.
3.2 Financing and/or Other Interests
3.2.1 The Tenant acknowledges that the Landlord has or intends to finance the
acquisition maintenance and construction of the Mall by any method that the
Landlord in its sole and absolute discretion deems fit, including but not limited to:
(a) granting a charge over the Land to a lender as security; and/or
(b) assigning the Landlord's rights under this Agreement; and/or
(c) adopting such other suitable methods of raising finance as the Landlord in its sole
and absolute discretion sees fit.
3.2.2 The Tenant shall co-operate in good faith with the Landlord and execute such
documents and take such action as may be reasonably required to give full effect
to the provisions of Clause 3.2.1.
3.2.3 If anyone other than the Landlord becomes entitled to receive the Rent, Service
Charge and Advertising and Promotion Charges, either by operation of law or
otherwise, that person shall have the benefit of all covenants and agreements on
the part of the Tenant under this Agreement.
3.2.4 The Tenant, at the cost of the Landlord, shall enter into whatever reasonable
covenants the Landlord requires with that other person to give effect to Clause
3.2.3.
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4. LANDLORD’S COVENANTS
4.1 The Landlord hereby covenants with the Tenant as follows:-
4.1.1 Provision of Services
Subject to the provisions of this Agreement and to the rules and regulations made by
the Landlord from time to time and so far as practicable to provide :-
(a) lift and escalator services daily during the hours of 8.00 am to 12.00 pm or
such lesser or longer period as may be determined by the Landlord from time
to time (inclusive of gazetted public holidays);
(b) air-conditioning services in the designated areas daily during the hours of
8.00 am to 12.00 pm or such other lesser or longer period as may be
determined by the Landlord from time to time;
(c) lighting in the passage-ways, corridors, landings, staircases, carparking

areas, toilets and other parts of the Mall used in common with the Landlord
and all others;
(d) water for the common toilets and facilities;
(e) usage of an allocated mail box;
(f) cleaning services to the external walls and common areas of the Mall
including the entrances, passageways, corridors, landings, staircases, Car
Park, lifts and common toilets; and
(g) security services for the protection of the Mall but not so as to render the
Landlord liable for any loss sustained by the Tenant through the neglect,
default, negligence or misconduct of such security agents.
4.1.2 Quiet Enjoyment
If the Tenant duly paying the Rent, Service Charge and Advertising and Promotion
Charges hereby reserved and observing and performing the Tenant’s several
covenants and stipulations herein contained shall peaceably and quietly hold and
enjoy possession of the Demised Premises during the Term without any disturbance
by the Landlord or any person lawfully claiming under or in trust for the Landlord.
4.1.3 Payment of Rates
The Landlord shall pay when the same shall become payable by the Landlord all
rates taxes quit rent assessments and outgoings imposed upon or in respect of the
Demised Premises and the Mall during the Term save and except such as are herein
agreed to be paid by the Tenant.
4.1.4 Fire Insurance
At all times throughout the Term to keep the Mall insured against loss and damage by
fire and/or such other risks as the Landlord shall at its absolute discretion think
necessary.
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5. LANDLORD’S RIGHTS
5.1 Unilateral Termination by Tenant
In addition but without derogation to the Landlord’s rights set out in Clause 8.1, in the event of
the Tenant determines and/or terminates this Agreement before the expiry of the Term hereby
created, or in the event this Agreement having been renewed for the Extended Term under
Clause 6 hereof before the expiry of the Extended Term of the Agreement, then it shall be
taken that this Agreement has been terminated by the Tenant unilaterally and the Landlord
shall be entitled to forthwith take possession of the Demised Premises and forfeit absolutely
the Security Deposit and all monies paid by the Tenant herein. The Tenant shall forthwith pay
to the Landlord a sum equal to the Rent, Service Charge and Advertising and Promotion
Charges for the whole of the unexpired period of the Term or Extended Term as agreed
liquidated damages which shall together with any arrears be recoverable as a debt due to the
Landlord, without prejudice to the Landlord’s right of action against the Tenant for any
antecedent breaches of this Agreement.
In addition to the foregoing, the Tenant shall be liable to forthwith pay to the Landlord a sum
equivalent to double the Rent from the date of termination of this Agreement until the date of
delivery of vacant possession of the Demised Premises to the Landlord.
5.2 Suspension of Rent and Damage of Demised Premises
5.2.1 In the event of the Demised Premises or any part thereof or the Mall or any part thereof at
any time during the Term being so damaged or destroyed by fire, flood, storm, tempest,
explosion, lightning, Acts of God or other cause beyond the control of the Landlord as to
render the Demised Premises or any part thereof substantially unfit for use or access thereto
impossible for a continuous period of more than one (1) month (except where such damage
or destruction has been caused by the default or negligence of the Tenant or his agents
invitees or licensees) the Rent, Service Charge and Advertising and Promotion Charges
hereby covenanted to be paid or a fair proportion thereof according to the nature and extent
of the damage sustained shall be suspended until the Demised Premises shall again be
rendered fit for occupation and use or until access thereto may be obtained as the case may
be and any dispute concerning this sub-clause shall be referred to an expert who shall be
chosen by agreement between the parties. In the event the parties are unable to reach an
agreement each party may appoint one representative each and the representatives will by
agreement appoint a third expert. This panel shall at its sole discretion adjudicate this dispute
and their decision shall be final and binding upon the parties. The Landlord shall not be
bound or compelled to rebuild or reinstate the Demised Premises unless the Landlord in its
absolute discretion deems fit to do so. For the avoidance of doubt the Landlord shall be under
no obligation to provide alternative premises to the Tenant. In the event that the Landlord
does provide the Tenant with alternative premises (without obligation to do so), such tenancy
shall be upon terms and conditions to be agreed between the Landlord and the Tenant
Provided That further rent, service and other charges may be charged for the alternative
premises.
5.2.2 Determination of Tenancy
If the unfitness of the Demised Premises or the inaccessibility thereto as aforesaid shall
continue for a period of more than six (6) months either the Landlord or the Tenant shall be at
liberty by notice in writing to determine the Term and upon such notice being given the Term
shall absolutely cease and determine without prejudice to any right of action of the Landlord
in respect of any antecedent breach of this Agreement by the Tenant.
Save where the Demised Premises is damaged or destroyed as stated in Clause 5.2.1
above, the Rent, Service Charge and Advertising and Promotion Charges shall remain
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payable as provided in Clause 2.3 hereof during any and all repair works carried out by the
Landlord.
5.3 Exemption of Liability
5.3.1 Notwithstanding anything herein contained, the Landlord shall not in any way be responsible
or liable to the Tenant or its agents invitees and licensees who may be permitted to enter or
use the Demised Premises or the Mall or any part thereof for accidents happening or injuries
sustained whether resulting in death or not for loss of or damage to property goods or
chattels in the Demised Premises or the Mall or any part thereof howsoever caused and the
Tenant shall keep the Landlord fully indemnified against the same. The Tenant shall further
keep the Landlord indemnified against all other costs, claims, fees (including legal fees on a
solicitor client basis in the event of any court action) and expenses incurred and the Tenant
shall make payment to the Landlord of such indemnity within seven (7) days of the Landlord
making such demand.
5.3.2 Notwithstanding anything herein contained the Landlord shall not be liable to the Tenant nor
shall the Tenant have any claim against the Landlord in respect of or arising out of:-
(a) any interruption, disruption or cessation in the Tenant’s enjoyment of the Demised
Premises or in any of the services mentioned in this Agreement by reason of:-
(i) any upgrading, redevelopment, retrofitting, necessary repair or maintenance

of the Demised Premises, revision of boundaries of the Demised Premises,
Mall or any installation, systems or apparatus; or
(ii) any damage or destruction to the Demised Premises, Mall, installation,

systems or apparatus or any part thereof; or
(iii) any defect or breakdown of any installation, systems or apparatus or any part
thereof; or
(iv) a strike of workmen or others or labour disputes or riot or fire or a shortage of

electricity, fuel, materials, water, labour, or inevitable accident or inclement
conditions or Act of God and or other cause beyond the control of the
Landlord; or
(v) any interruption of any services including but not limited to the supply of
electricity or for any overflow or leakage
(b) any act omission default misconduct or negligence of the Landlord or any porter,
janitor, attendant or other agent or employee of the Landlord in or about the
performance and purported performance of any duties herein;
(c) any damage injury or loss sustained by the Tenant from leakage or overflow of the
piping wiring or sprinkler system in the Mall and/or out of any defect in the structure
of the Mall or the defective working of any of the installation, systems and apparatus
in the Mall or for failure of the supply of electricity or other utilities to the Mall or the
Demised Premises.
5.4 Right to Deal with the Mall and/or the Premises
Notwithstanding any other provision in this Agreement and notwithstanding that the Tenant
has given notice to exercise the option to renew and the Landlord has granted the same, the
Landlord may at any time without liability to the Tenant, and without prejudice to the
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Landlord’s rights against the Tenant for any antecedent breaches, terminate this Agreement
and the Term by giving to the Tenant one (1) month’s notice in writing in the event that:-
(a) any approval from any Appropriate Authority for the use of the Demised
Premises as provided for in this Agreement is not granted or withdrawn; or
(b) any notice is received by the Landlord from any Appropriate Authority for the
acquisition of the Demised Premises or any part thereof.
The Landlord shall thereafter refund the Security Deposit paid pursuant to this Agreement
in full after set-off any amount owing from the Tenant to the Landlord in arrears without
interest to the Tenant.
5.5 Revision of Boundaries of Mall
5.5.1 The Landlord, may, at its sole and absolute discretion, at any time during the Term,
renovate, retrofit, refurbish or alter the interior and/or exterior of the Mall or any part
thereof, including without limitation, such works and/or alterations affecting the
boundaries of some or all units within the Mall.
5.5.2 Without prejudice to the Landlord’s right to terminate this Tenancy as provided in
Clause 5.4 hereof, where termination is not required by the Landlord, the Tenant shall
accept revised boundaries in relation to the Demised Premises, where applicable,
and the Tenant shall accept any additional or lesser area constructed in whatever
basis, standard design and/or specifications as the Landlord may determine.
5.5.3 If the lettable floor area of the Demised Premises is affected by the revision of the
boundaries:-
(a) the Tenant undertakes to rent the additional area (“the Additional Area”), if
any, resulting from the revision at the same rate of Rent, Service Charge and
Advertising and Promotion Charges and upon the same terms as the
Tenancy Agreement for the Demised Premises by executing a variation of the
Tenancy Agreement to include the Additional Area; or
(b) in the event the boundaries of the Demised Premises are set back, the
Tenant undertakes to surrender the area which fall outside the revised
boundaries and execute a deed of surrender and variation in respect of the
said space on such terms as may be determined by the Landlord and the
Tenancy Agreement for the remainder of the Demised Premises shall remain
in full force and effect.
5.5.4 The lettable floor area of the Demised Premises shall be determined by the
Landlord’s surveyor after completion of the works. The determination by the
Landlord’s surveyor shall be final and binding on the parties.
5.5.5 Upon re-survey by the Landlord’s surveyor, the monthly Rent, Service Charge and
Advertising and Promotion Charges shall be adjusted accordingly. The adjustment
shall take effect from the date of completion of the works as notified by the Landlord
to the Tenant in writing. Any shortfall in the Rent, Service Charge and Advertising and
Promotion Charges and the deposits shall be paid by the Tenant to the Landlord on
written demand to the Tenant. Any excess shall be credited into the Tenant’s account
with the Landlord and applied towards the Rent, Service Charge and Advertising and
Promotion Charges next payable and other outstanding charges.
5.5.6 Subject to the prior written approval of the Landlord and the Appropriate Authority, the
Tenant shall carry out at its own costs and expense any Fitting Out Works, renovation
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works, alteration / modification to the Demised Premises and Additional Premises as

may be required by the Tenant for its use and occupation in accordance with the
provisions of this Agreement, the Fit Out Guide and the Tenant’s design criteria.
5.5.7 The Tenant shall extend its fullest co-operation to the Landlord in relation to all works
undertaken and the Landlord will endeavour to ensure that there is minimal disruption
to the Tenant.
5.5.8 The Tenant shall execute all necessary documents to effect the variation, surrender
or termination to be prepared by the Landlord’s solicitors at the Tenant’s cost and
expense. The Tenant shall be liable for all stamp duties payable in relation to the
variation, surrender or any other document.
5.6 Substitution of Demised Premises
5.6.1 In the event that there shall be a need to substitute the Demised Premises with
another premises within the Mall (“Alternative Premises”) either prior to the Business
Commencement Date or during the continuance of this Tenancy then the Landlord
will serve upon the Tenant a written notice of the necessary substitution of the
Demised Premises (“Substitution Notice”), which reasons for the substitution shall
include (but not limited to) as follows:-
(a) changes to the air-conditioning plant; and/or

(b) changes to the mechanical and electrical services to and or the design
and/or the design and/or the main structure of the Demised Premises and/or
the Mall; and/or
(c) changes to the pipes, wires, cables or other apparatus constructed, installed
or laid in or under the Demised Premises and/or the Mall,
which shall, in the opinion of the Landlord, be further required and in the opinion of
the Landlord, the further use of the Demised Premises by the Tenant is not
practicable or expedient by reason of the aforesaid changes.
5.6.2 If the Tenant rejects the substitution and wishes to terminate the Tenancy Agreement
the Tenant must notify the Landlord accordingly in writing within fourteen (14) days
from the receipt of the Substitution Notice whereupon the Landlord shall refund to the
Tenant all monies paid by the Tenant to the Landlord free of interest less such sum or
sums as may then be due to the Landlord under the Tenancy and thereafter this
Tenancy Agreement shall cease to have any further force and effect and neither of
the parties shall have any further claims or rights against the other.
5.6.3 In the event the Tenant accepts the substitution or the Landlord does not receive the
rejection notice from the Tenant within one (1) month from the date of the Substitution
Notice as aforesaid then the Tenant shall be deemed to have accepted the
substitution and the Demised Premises shall be deemed to be substituted with the
Alternative Premises. The Tenant shall execute such documents or supplemental
agreements as may be necessary to give effect to the substitution within seven (7)
days upon receipt of Landlord’s written notice.
5.7 Car Park
5.7.1 The parking areas serving the Mall, if any, (except for accessory parcels) shall at all
times be and remain the property of and in the possession of the Landlord or its
nominees or assigns or related corporation, and any income derived therefrom shall
be due to the Landlord or its nominees or assigns or related corporation exclusively.
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5.7.2 The parking of vehicles in the Car Park, if any, shall be the subject of a separate
arrangement or licence, if any between the Landlord and the Tenant subject always
to availability of parking space and/or facilities as may be set aside at the absolute
discretion of the Landlord from time to time for parking of vehicles by the Tenant in
common with the Landlord and all others to whom the Landlord has granted or may
hereafter grant the licence to use the same and shall not be deemed as forming part
of the Tenancy herein. The Landlord shall be entitled to levy whatever charges or
fees as the Landlord shall in its absolute discretion deem fit with respect to the usage
by the Tenant and any of the Tenant's authorised persons of the Car Park.
5.8 Right of Refusal to Entry into Mall
5.8.1 Notwithstanding anything herein contained, the Landlord shall have the right at all
times to refuse access to the Mall or otherwise control such access in respect of any
person whose presence in the Mall might in the judgment of the Landlord be
prejudicial to the safety, character, reputation and interest of the Mall and its tenants.
5.8.2 Without prejudice to any other provisions herein, the Landlord and/or the
Management of the Mall shall have the right in extenuating or special circumstances
to:-
(a) declare the Mall closed on all or any public holiday and/or other days of the
week whereby common facilities are not provided; or
(b) change the time or times, extend or reduce the Mall Business Hours as it
may deem fit.
5.9 Right to Change Location of Common Areas
The Landlord shall have the right at any time without the same constituting an actual or
constructive eviction of the Tenant, and without incurring any liability to the Tenant, to change
the arrangement, passage-ways, doors, doorways, partitions, corridors, landings, staircases,
lobbies, lifts, toilets, entrances to the Mall or other public parts of the Mall, or any services,
installations or apparatus serving the Mall and to change the name, number or designation by
which the Mall is known.
5.10 Right in respect of other parts of the Mall
Nothing herein contained shall confer on the Tenant any right to enforce any undertaking,
stipulation, term or condition relating to other portions of the Mall demised by the Landlord or
limit or affect the right of the Landlord in respect of any such other premises to deal with the
same.
5.11 Main Doors
The Landlord shall so far as practicable keep the main doors of the Mall open so as to provide
the Tenant’s employees, agents, invitees, licensees and independent contractors
uninterrupted access subject always to the closure of the main doors of the Mall at such times
as the Landlord in its own discretion shall think fit as may be promulgated in the Mall
Regulations in respect of the maintenance and administration of the Mall.
5.12 Change of Name of Mall
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The Landlord shall at any time during the Term be entitled to change the name of the Mall on
giving reasonable notice to the Tenant and in respect thereof the Landlord shall not be liable
to the Tenant for any claim or damage whatsoever or be liable for costs or expense of
whatsoever nature incurred by the Tenant as a result of such change.
5.13 Use of Common Property
5.13.1 The Common Property shall be the property and be in the possession of the
Landlord.
Any income derived from the Common Property shall belong or be due to the
Landlord and/or the Management exclusively and the Landlord and/or the
Management of the Mall shall be entitled to levy whatever charges or fees as the
Landlord and/or the Management of the Mall, shall in their absolute discretion deem
fit with respect to the usage by the Tenant and any of the Tenant’s authorised persons
of any parts of the Common Property including Car Park.
5.13.2 Notwithstanding anything to the contrary herein this Agreement contained, the Tenant
hereby expressly acknowledges and agrees that the Landlord and/or the
Management of the Mall, as the case may be, shall have the absolute right at all or
any times without notice to or concurrence of the Tenant to use or permit any other
persons, firms, companies or organizations to use any part(s) of the Common
Property, as the case may be, and/or to erect and remove any booths, kiosks or other
structures whatsoever thereon for the purposes of carrying on any trade or business
or holding any exhibition, display of merchandise, parades, demonstrations or other
functions whatsoever for such consideration and upon such terms and conditions as
the Landlord and/or the Management of the Mall, as the case may be, shall in their
absolute discretion deem fit. Any permission given to the Tenant to use any part(s) of
the Common Property shall not form part of this Agreement and shall be subject of a
separate arrangement between the Landlord and/or the Management, as the case
may be, and the Tenant.
5.13.3 Notwithstanding anything to the contrary herein this Agreement contained, the Tenant
further expressly acknowledges and agrees that the Landlord and/or the
Management of the Mall, as the case may be, shall also have the absolute right to
restrict access, use and enjoyment of such part of the Common Property (including
the roof-top areas of the Mall) as may be assigned for the exclusive use and
enjoyment by the owners and/or occupiers of the other development in the Integrated
Development as the Landlord and/or the Management of the Mall shall in their
absolute discretion deem fit.
5.14 Assignment by Landlord
The Tenant hereby expressly and irrevocably agrees and consents that the Landlord shall be
entitled to assign all or any its rights benefits and/or interest hereunder (including a transfer of
all or any of the deposits paid by the Tenant) and the Tenant shall, by the execution of this
Agreement be deemed to have consented to any such assignment. It is hereby agreed that
the Tenant shall accept the assignee as the new landlord and will release the Landlord from
all its obligations under this Agreement. Where required by the Landlord, the Tenant shall
execute any agreement or assignment made or to be made by the Landlord and its assignee,
such agreement or assignment to be prepared by and at the expense of the Landlord.
Upon assignment by the Landlord to the new landlord, the Security Deposit, Utility Deposit, Fit
out Deposit, restoration Deposit, Mail Box Deposit or balance thereof shall be assigned or
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transferred to the new landlord and the Landlord shall on the date of assignment be
discharged from all rights and liabilities to the Tenant.
5.15 Waiver of Default
No condoning, excusing, overlooking, indulgence or forbearance by the Landlord of any

breach of the Tenant’s obligations herein shall operate as a waiver of the Landlord’s rights or
in any way affect the Landlord’s rights hereunder in respect of any continuing, or subsequent
breach by the Tenant of his obligations herein and no waiver by the Landlord shall be inferred
from or implied by anything done or omitted by the Landlord but such waiver shall be
expressly stated to be so in writing and signed by the Landlord. Any consent given by the
Landlord shall operate as a consent only for the particular matter to which it relates and shall
in no way operate as a waiver or release of any of the provisions hereof, nor shall it be
construed as dispensing with the necessity of obtaining the specific written consent of the
Landlord in future, unless expressly so extended.
5.16 Management
The Landlord shall be entitled to appoint and engage any person or body corporate as the
Landlord’s agent or as the Management of the Mall vested with the power to control, manage
and administer the Mall and additionally to enforce all the rights powers and authority vested
in the Landlord under this Agreement.
6. RENEWAL (APPLICABLE FOR FIRST TIME TENANT/NOT APPLICABLE TO RENEWAL

CASES)
Upon the request of the Tenant made in writing to the Landlord no less than six (6) months
prior to the expiry of the Term, and subject to the proviso below, the Landlord may grant to the
Tenant an option to renew the Tenancy, which renewal may be granted at the option and
absolute discretion of the Landlord (whose decision shall be final and binding) and which
renewal may be subject to such revised rent and fresh terms and conditions as may be
imposed by the Landlord at that time, for a further term specified in Item 8 of Schedule 1
hereto, commencing on the date following the Expiry Date of the Term Provided That there
shall not at that time be any existing breach or non-observance of any of the covenants on the
part of the Tenant herein contained and at the Tenant’s expense grant to the Tenant a further
term for the Demised Premises, the tenancy agreement for which must be signed by the
Tenant not later than three (3) months prior to the Expiry Date of the Term. In the event that
the Tenant is unable to agree to the terms and conditions including but not limited to the
revised Rent and if a further tenancy of the Demised Premises is not created by a tenancy
agreement duly executed by the Tenant and the Landlord by the date stipulated above, this
option to renew shall lapse and the Landlord shall be free of all obligations whatsoever to
grant to the Tenant any further term.
Provided Always that the Landlord, may, if it deems fit, impose as a condition of the renewal,
that the Tenant shall upgrade and/or renovate the Demised Premises prior to the
commencement of the renewed term.
7. EXPIRY OF TENANCY DUE TO NON RENEWAL
In the event the Landlord is not desirable to extend or renew the Tenancy then the Tenancy
will expire on the date the Landlord informs the Tenant in writing of the same and the
provisions of Clause 3.1.51 to Clause 3.1.53 will apply accordingly.
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8. DEFAULT
8.1 Notwithstanding anything to the contrary herein contained, upon the occurrence of one or
more of the following:-
8.1.1 if the Rent, Service Charge and/or Advertising and Promotion Charges hereby
reserved or payable or any part thereof or any sum payable under this Agreement
shall at any time be unpaid for seven (7) days after becoming payable (whether any
formal or legal demand therefor shall have been made or not); or
8.1.2 if the Tenant fails to commence its business in the Demised Premises within one (1)
month after the expiry of the Fitting-Out Period; or
8.1.3 if the Tenant fails to maintain its minimum paid up capital as stipulated in this
Agreement throughout the entire Term or renewal term, as the case may be, of the
Tenancy;
8.1.4 if the Tenant shall default in the due observance and performance of any
undertakings, terms or covenants on its part to be performed and observed herein
contained; or
8.1.5 if the Tenant is also a tenant of other business premises owned, operated or
managed by the Landlord, and the tenancy agreements in respect of any of these
other premises is terminated due to a breach on the part of the Tenant; or
8.1.6 if the Tenant being an individual dies or becomes insane or be adjudicated a bankrupt
or being a sole proprietor or partnership shall fail to renew its Certificate of
Registration or be struck off the Register of Businesses or if the Tenant being a
company shall go into liquidation whether compulsory or voluntary (except for the
purpose of amalgamation or reconstruction of a solvent company), or shall be struck
off the Register of Companies; or
8.1.7 if the Tenant shall have a receiving order made against it or enter into liquidation
(except for the purpose of a bona fide reconstruction or amalgamation) whether
compulsorily or voluntarily, or shall make any assignment for the benefit of its
creditors or enter into any agreement or make any arrangement with its creditors or
enter into any agreement or make any arrangement with its creditor by composition
or otherwise or suffer any distress or attachment or execution to be levied against its
goods; or
8.1.8 if the Tenant shall permit or suffer any execution or distress or other process of a
court of competent jurisdiction to be levied upon or issued against any of the Tenant's
goods or on any properties, chattels, goods, merchandise, effects, apparatus, plant,
machinery, equipments, furniture, fixtures and fittings in the Demised Premises; or
8.1.9 if the Tenant shall allow a judgement obtained against the Tenant by any person to
remain unsatisfied for a period of seven (7) days after service of such judgement
upon the Tenant; or
8.1.10 if, without the prior written consent of the Landlord, the Tenant shall fail, refuse or
neglect to open or to cause the Demised Premises to be opened for business on the
Business Commencement Date or fails to open the Demised Premises for business
for a continuous period of three (3) days or more for any reasons whatsoever;
8.1.11 if the Tenant shall for any reason whatsoever vacate and/or abandon the Demised
Premises before the expiry of the Tenancy herein (whether the Tenant shall have
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removed its goods (which expression where hereinafter used shall include personal
property of every description) from the Demised Premises or otherwise;
8.1.12 if the Tenant is unable to pay its debts within the meaning of the Companies Act
1965; or
8.1.13 if any licence, authorization, approval, consent, order or exemption with any
governmental authority necessary for the Tenant to carry on its business shall be
cancelled or withdrawn or cease to be in full force and effect, or
8.1.14 if the Tenant converts or effect any change to the Permitted Use without the prior
written approval of the Landlord
then the Landlord shall be at the liberty to serve a notice on the Tenant to remedy the
breach(es) and it is hereby mutually agreed and deemed that the period stipulated in the
aforementioned notice shall be thirty (30) days for the event set out in Clause 8.1.6 above and
shall be seven (7) days for any other occurrence of the event set out above in this Clause 8.1,
and where the breach(es) has not been remedied within the stipulated time, the Landlord shall
at liberty to take at any time thereafter any one or more of the following remedies at its sole
and absolute discretion without being responsible or liable for any losses, damage costs or
expenses caused to the Tenant as a consequence of such action without prejudice to any
other rights or remedies which it may have against the Tenant under this Agreement or at
law:-
(i) to forthwith terminate this Agreement and notwithstanding the waiver of any previous
right of re-possession, to re-enter and take possession of the Demised Premises or
any part thereof in accordance with the written law for the time being in force;
(ii) to charge interest at the rate of one point five per cent (1.5%) per month on any
sum(s) due from the Tenant to the Landlord or such other rates as the Landlord may
determine in its sole and absolute discretion upon which interest shall be calculated
on daily basis from its due date until date of full and final settlement;
(iii) to charge a sum equivalent to double the Rent from the date of termination of this
Agreement until the date of delivery of vacant possession of the Demised Premises
to the Landlord;
(iv) to forfeit the Security Deposit as agreed liquidated damages but without prejudice to
such other rights, powers and remedies which the Landlord may have against the
Tenant arising out of any event set out above, including any claims or right of action
in respect of any other antecedent breach, and/or the early determination of the term
of the Tenancy herein;
(v) to terminate all services to the Demised Premises including but not limited to the
supply of water, electricity and air-conditioning;
(vi) if vacant possession of the Demised Premises shall have been delivered by the
Tenant to the Landlord subsequent to the aforesaid termination by the Landlord of the
Tenancy comprised under this Agreement, the Landlord shall be entitled (in addition
to any other rights and remedies which the Landlord may have) to claim and recover
from the Tenant, as agreed liquidated damages the aggregate Rent, the Service
Charge , Advertising and Promotion Charge and any other charges payable for the
remainder of the Term of this Tenancy had it not been terminated; and/or
(vii) to sue and take any other action the Landlord deems fit to recover all monies due and
owing to the Landlord and the cost and expenses including legal fees (on a solicitor
and client basis) of all such actions taken shall be borne by the Tenant.
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Any action taken by the Landlord to exercise any one or more of the above remedies shall
not prejudice or affect any other remedies, claims or rights which it may have under these
presents.
Acceptance of Rent and/or Service Charge and/or Advertising and Promotion Charge hereby
reserved by the Landlord shall not be deemed to operate as waiver by the Landlord of any
right to proceed against the Tenant in respect of an antecedent breach by the Tenant of any
of his obligations hereunder.
9. NO REPRESENTATION AND ENTIRE AGREEMENT
9.1 The Landlord shall not be bound by any prior representations or promises (whether
written or oral express or implied by statute, common law, custom or otherwise) with respect
to the Mall and its appurtenances, or in respect of the Demised Premises, except as
expressly set forth in this Agreement, the Head of Terms and any side letter entered into
between the Landlord and the Tenant on, before or after the signing of this Agreement (“the
Tenancy Documents”) with the object and intention that the whole of the agreement between
the Landlord and the Tenant shall be set forth in the Tenancy Documents and shall in no way
be modified by any prior discussions which may have preceded the signing of this Agreement
or any of the other Tenancy Documents.
9.2 The Landlord does not expressly or impliedly warrant that the Demised Premises are now or
will remain suitable or adequate for all or any of the purposes of the Tenant and all warranties
(if any) as to suitability and adequacy of the Demised Premises implied by law are hereby
expressly negated.
9.3 The Tenant confirms that it has not agreed to execute this Agreement relying on any
representation by the Landlord or on its behalf which is not stated in the Tenancy Documents.
10. MINIMUM CAPITAL REQUIREMENT
10.1 Where the Tenant is a company limited by shares, the Tenant shall maintain throughout the
Term, a minimum paid up sum in its share capital in the amount specified in Item 9 of
Schedule 1 hereto.
10.2 In the event that the Tenant’s paid-up capital is less than the amount specified in Item 9 of
Schedule 1 hereto, the Tenant shall simultaneously with the execution of this Agreement
cause such person(s), usually a director of the Tenant to execute and deliver a Letter of
Guarantee and Indemnity in favour of the Landlord signed by its directors for the time being in
their personal capacities, guaranteeing jointly and severally the performance and observance
of all the Tenant’s covenants and other terms of this Agreement pertaining to the Tenancy of
the Demised Premises and to indemnify the Landlord against all losses and damages
suffered and/or incurred or to be suffered and/or incurred by the Landlord arising out of any
breach, non-observance or non-performance by the Tenant of its covenants or other terms of
this Agreement or upon such terms and conditions as may be stipulated by or acceptable to
the Landlord and at the costs and expenses of the Tenant.
11. DISTRESS ACTION
For the purposes of the Distress Act, 1951, all moneys payable under this Agreement
(including without limitation the Rent, Service Charge and Advertising and Promotion Charges
and any Goods and Services Tax, if applicable) and the interest payable on late payments
shall be deemed to be rent recoverable in the manner provided in the said Act and the rent
shall be deemed to be in arrears if not paid in advance at the times and in the manner
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hereinbefore provided for payment thereof. All costs and expenses (including legal fees on a
solicitor and client and indemnity basis) of and incidental to the distress shall be payable by
the Tenant and in so far as those not recovered under the distress shall be recoverable as a
debt.
12. SERVICE OF NOTICE
12.1 Any request, notice, demand and/or any legal process required or permitted to be
issued or served hereunder, unless specifically specified otherwise, shall be in writing
duly signed by any of the authorised signatories of the party issuing such request,
notice or demand or a firm of solicitors purporting to act for such party and any
notice, request demand and/or any legal process to the Tenant shall be sufficiently
served if addressed to the Tenant and despatched personally or let at or sent by
registered post to the Demised Premises or to the Tenant's address given herein or
to the last known address of the Tenant and any notice to the Landlord shall be
sufficiently served if addressed to the Landlord and despatched personally or left at
or sent by registered post to the Landlord's address as stated herein or to such other
address as the Landlord may notify from time to time hereafter in writing for the
service of any request, notice and/or demand. Any request, notice, demand and/or
any legal process sent by post shall be deemed to have been validly given or served
to the party concerned three (3) days after the letter concerning the same is put into a
post office and in proving the giving or service of such request, notice or demand, it
shall be sufficient to prove that such letter containing the same was properly
addressed, stamped and put into a post office notwithstanding that the letter may
subsequently be returned unclaimed to such post office.
12.2 Without prejudice to any other forms of service allowed in law, the service of any writ,
summons, statement of claim or any legal process in respect of or arising out of this
Agreement may be effected on the parties by forwarding a copy of the writ,
summons, statement of claim or other legal process by prepaid registered post to its
address stated herein or to the registered address or to the last known address of the
parties hereto.
13. SEVERABILITY
In the event any of the provisions of this Agreement shall be determined to be invalid, void,
illegal or unenforceable, such provision shall be deemed to be deleted from this Agreement
and the remaining provisions of this Agreement shall continue in full force and effect.
14. EXCLUSION OF LANDLORD’S LIABILITY
The Landlord and the Management (as notified by the Landlord to the Tenant in writing from
time to time) shall not in any way be liable howsoever to the Tenant or to any of the Tenant’s
authorised persons who may be permitted to enter or use the Demised Premises, the Mall,
Integrated Development, the Land or any part thereof during the Fitting Out Period and the
Demised Premises during the Term for any happenings accidents death or injuries howsoever
sustained by any of the aforesaid persons or for any loss or damage howsoever caused to
the Demised Premises or for any loss of business or inconveniences in respect of any one or
more of the following occurrences:
(a) any damage, destruction, defect, leakage or overflow of water or mechanical or other
breakdown of any fire sprinkler system, machinery, plant, sanitary or other
installations, apparatus or equipment, failure or overload of electric power, cut-off of
water supply, telephone line or other utilities or other facilities or amenities
whatsoever at the Demised Premises, or any failure or interruption in the provision of
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any of the services hereinbefore mentioned by reason of shortage of fuel material

water electricity or labour disputes (otherwise as a result of the act, omission, default,
misconduct or negligence of the Landlord), inclement conditions of Force Majeure
events or if the Landlord or the Management of the Mall is for any cause beyond its
control unable to carry out any of the services;
(b) arising out of any renovation or other works to the structure of the Demised Premises
or to any adjacent or neighbouring premises or to any part of the Mall, Integrated
Development or the Land for the overall plan of any further development or otherwise
as may be undertaken on the Land and/or in or to the Mall (otherwise as a result of
the act, omission, default, misconduct or negligence of the Landlord or the
Management of the Mall).
15. EXCLUSION OF THIRD PARTY RIGHTS
A person or entity who is not a party to this Agreement shall not have any right to enforce any
of the provisions of this Agreement.
16. RE-LOCATION OF DEMISED PREMISES
16.1 The Landlord hereby reserves the absolute right, without any right by the Tenant to claim for
compensation or damages, to relocate the Tenant to an alternative premises in the Mall by
giving a written "Relocation Notice" to the Tenant for purpose of trade grouping of Tenants
and occupiers of the Mall or such other changes which in the opinion of the Landlord are
required for the reason that such relocation of Demised Premises is for the benefit of the
Tenant and the Mall.
16.2 The Relocation Notice as stipulated in sub-Clause 16.1 shall specify the location and area of
the alternative premises and shall provide the particulars of the rentals (including the service
charges and advertising and promotion charges), deposits and other charges payable at the
relevant rate per square foot of the area thereof. If the Tenant shall accept the alternative
premises as relocated, the Landlord shall offer to let such alternative premises to the Tenant
in all respects to the same terms and conditions as contained herein save and except for the
Rent, Service Charge, Advertising and Promotion Charges, deposits and other charges to be
calculated based on the new area of the alternative premises and/or the relevant rate per
square foot of the same and adjustments to be made accordingly. The Tenant may reject the
alternative premises by notifying the Landlord of the same in writing within fourteen (14) days
from the date of the Relocation Notice in which event the Tenancy herein shall be deemed
surrendered to the Landlord and such of the Deposits which shall have been paid to the
Landlord shall be refunded to the Tenant free of interest less such sum(s) as may then be due
to the Landlord in accordance with this Agreement and thereafter neither party shall have any
claims or actions whatsoever against the other save for any antecedent breaches Provided
Always that the Landlord shall not be liable to the Tenant for any expenses and/or
expenditure occasioned due to the said relocation including any costs of fit out/renovation
undertaken.
17. CHANGES IN THE CONSTITUTION OF TENANT
In the case where the Tenant is a corporation, the Tenant acknowledges that the Tenancy herein
is granted to the Tenant as is presently constituted by its existing shareholders and directors. The
Tenant agrees and covenants to give at least three (3) months’ prior written notification to the
Landlord of any proposed change in the existing shareholders, shareholding structure and/or
directors of the Tenant corporation and in the event the Landlord is not agreeable to the
proposed change, the Landlord shall be entitled to terminate the Tenancy herein without
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payment of any compensation or damages by the Landlord to the Tenant and without prejudice
to any rights and remedies of the Landlord against the Tenant.
18. NO MONOPOLY
Nothing herein contained shall be construed as implying that the Tenant shall have or may
expect to have a monopoly in the class of business or type of business carried on by the
Tenant in the Mall or part thereof or any restriction in the number of tenants carrying on the
same class of business in the Mall.
19. VARIATIONS TO CLAUSES ABOVE
Variations of the above clauses in this Agreement are set out in Schedule 3 of this Agreement
and in the event of any discrepancy between the provisions of this Agreement and the provisions
in Schedule 3 hereto, the provisions set out in Schedule 3 hereto shall supersede the relevant
provisions in this Agreement, unless otherwise expressly provided.
20. SPECIAL CONDITIONS
The terms and conditions (if any) set out in Schedule 4 of this Agreement shall apply and be
binding on both the Landlord and the Tenant.
21. INCORPORATION OF THE HEAD OF TERM
The provisions of the Head of Term shall be deemed to be incorporated into and shall form
part of this Agreement (whether such provisions are repeated herein or not). In the event of
any conflict or inconsistency between the foregoing provisions of this Agreement and the
provisions of the Head of Term the terms and conditions contained in this Agreement shall
prevail.
22. NO JOINT-VENTURE
None of the provisions of this Agreement shall be construed or implied as to giving rise to a
partnership or joint-venture arrangement between the Parties and no Party shall have the
authority to bind the other Party as though it is an agent of that other Party.
23. NO COMMITMENT ON RENEWAL
Unless expressly provided otherwise, no commitment has been given or intimation made by
the Landlord or any of its representatives that it shall give or consider giving a further tenancy
or lease of the Premises beyond the Term.
24. GOVERNING LAW
24.1 This Agreement and the rights and obligations of the Parties under this Agreement shall be
governed by and construed in accordance with the laws for the time being in force in
Malaysia.
24.2 Each Party submits, unconditionally and exclusively, to the jurisdiction of the High Court of
Malaysia (and all subordinate courts to the High Court) and irrevocably waives any objection
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it may now or hereafter have that any action or proceeding has been brought in an
inconvenient or inappropriate forum, if such action or proceeding has been brought in
Malaysia.
25. CONCLUSIVE EVIDENCE
The certificate of the Landlord's accountant or such other agent appointed by the Landlord
shall in the absence of manifest error be conclusive and binding upon the parties hereto as to
the correctness and amount of any apportionment in respect of outgoings or payments
required to be paid by the Tenant under the provisions of this Agreement.
26. TIME OF ESSENCE OF THE CONTRACT
Time shall be of the essence in relation to those provisions which relate to the payment of
any monies due by the Tenant to the Landlord under this Agreement or any of the Tenant’s
obligations under this Agreement.
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Tenancy Agreement Malaysia

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Tenancy Agreement

NOW IT IS HEREBY AGREED as follows:-

1. DEFINITIONS AND INTERPRETATION

“Agreement” means this agreement including Schedules

“Appropriate Authority” means any Federal, State of Local

“Audited Gross Sales” means the audit by an accounting firm of

“Base Rent” shall have the meaning ascribed to the term

"Business Commencement Date" means the date stated in Item 2(b) of

“Business Day” means any day other than Saturdays,

“CCC” means Certificate of Completion and

“Condominium Development” means those parts of the Integrated

“Common Area” means all areas of the Mall which the

For avoidance of doubt, the Common Area

“Demised Premises” means the premises described in Item 1(c)

“Deposit” or “Deposits” unless repugnant to the context hereto shall

"Description" means the position, measurement,

“Design Comment Fee” means the sum of money as stated in

"Expiry Date" means the expiry date of the Tenancy as set

"Fit Out Deposit" means the fit out deposit as described in

“Fit Out Fee” means a non-refundable fee as described in

“Fitting Out Works” includes all renovations, alterations,

“Floor Plan” means the relevant floor plan of the Mall on

“Gross Sales” means all gross revenue and income

“Handover Date” means the date the Demised Premises is

handed over to the Tenant for carrying out

“Head of Terms” means the Head of Terms of the date stated

“Hoarding Design Criteria” means the hoarding design criteria as set

“Integrated Development” means the proposed integrated commercial

“Landlord” means EDC HOTELS & RESORTS

“Lettable Floor Area” means the lettable floor area as specified in

“Liquidated Damages” means the liquidated damages as set out in

"Mail Box Deposit" means the mail box deposit as described in

“Mall” means the such portions of the said Land

and infrastructure exclusively serving the

“Management of the Mall” means the Landlord or such other

“Mall Occupants” means all Tenants, licensees and/or

“Mall POS System” means the electronic point of sale system

“Mall Regulations” means all directives, rules and regulations

“Maximum Floor Load” means the maximum allowable weight for

“Office Tower Block Development” means those parts of the Integrated

“Original Condition” means the state and condition of the

(a) as at the date the Tenant first takes

fixtures and furniture except the

(b) as at the date the Tenant first takes

“Permitted Use” means the permitted use of the Demised

“Rent Commencement Date” means the rent commencement date of the

"Restoration Deposit" means the restoration deposit as described

"Rent" means the rent defined in Schedule 2

“Said Land” means all that piece of freehold land held

"Security Deposit" means the security deposit defined in Item 3

“Service Charge” shall have the meaning ascribed to the item

respect of all outgoings, costs and expenses

(a) all taxes (but excluding any income

(b) the rates, costs and charges for the

(c) the amounts for insurances relating

(d) all costs (including wages) of the

(e) all charges for air conditioning and

(f) all costs of operating, servicing,

(g) the maintenance charges of the

“Tenancy” means the tenancy of the Demised

"Tenancy Commencement Date" means the date described in Item 2(b) of

“Tenant” means the individual, body or corporation

"Tenant's Goods" means the Tenant's property, chattels,