Shopping Mall Lease Deed by Gupta

SHOPPING MALL Lease Deed by  Gupta
(c) Contribution of the organised sector to total retailing sales is likely
to rise to 9% by 2010.
(d) Large Indian corporate groups like Tata, Reliance, Raheja, ITC,
Bombay Dyeing, Murugappa Group, and Piramal Group among
others have either entered or expressed serious interest in organised
retailing.
(e) Foreign investors and private equity players also firming up plans
to enter retail?Investments in the sector are estimated at USD
400-500 million (INR 2,000-2,500 crore) in the next 2-3 years, and
over USD 4,000 million (INR 20,000 crore) by end of 2010.
FORMS FORMS FORMS FORMS FORMS
1 1 1 1 1
Lease of pr Lease of pr Lease of pr Lease of pr Lease of premises for construction of Shopping Centr emises for construction of Shopping Centr emises for construction of Shopping Centr emises for construction of Shopping Centr emises for construction of Shopping Centre e e e e
with power to sub-lease by the lessee of the building with power to sub-lease by the lessee of the building with power to sub-lease by the lessee of the building with power to sub-lease by the lessee of the building with power to sub-lease by the lessee of the building
complex after construction complex after construction complex after construction complex after construction complex after construction
THIS LEASE, made and entered into………………. [year], By and Between
………………., a……………… Corporation, (?lessor?) and……………………., a
……………….Corporation, (?Tenant?);  Witnesses as follows:
That the lessor in consideration of the rents and covenants herein
mentioned, to be paid and performed by the TENANT, does hereby demise,
lease and let unto the TENANT, and the TENANT does hereby hire and take
from the lessor, the premises situated in the town of………………. and State
of………………. and described on the attached ?exhibit A?, which is by this
reference made a part hereof and incorporated herein, together with all right,
privileges, easements and appurtenances belonging to or in any way
pertaining to the leased premises.
I. Term.?The  term of this lease shall commence on the day and year
first above written and shall continue thereafter for a period concluding 99
years from the day and year first above written.
II. Nature of Occupancy.?The   Tenant agrees to use the lease premises
only within the scope of all applicable laws, ordinances and regulations for
the following purposes and for no other purposes, namely:
Construction, operation, and rental of a shopping centre and such
structures as are incidental thereto.
III. Rental.?(1) Tenant agrees to pay and the lessor hereby agrees to
accept for and as the monthly rental for the demised premises commencing
at a time when not less than……………….% of the shopping Centre is open
for business, however, no later than January 1, [year], the sum of Rs………1024 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
Such rent shall be paid in equal monthly installments in advance on the first
day of every month during the term hereof.
(2) Pending construction of the shopping Centre, Tenant agrees to pay
and lessor agrees to accept for and as monthly rental for the period prior
to the commencement of  the annual rental above provided Rs………………..
(3) In addition to the rentals as above stated, TENANT agrees to pay to
lessor a sum equal to……………….%, if any, by which the rentals on
percentage rental subleases exceed the minimum rental on said sub-leases.
(4)  Within 30 days after the end of each calendar year of this lease, after
the commencement of the period in which the annual rental of Rs………………
is due, Tenant shall deliver to lessor a complete statement signed by a duly
authorized officer of Tenant showing accurately and in reasonable detail the
full amount of all rents collected by Tenant from tenants sub-lessees.  If  the
amount of rental due under the percentage as above stated is greater than
the amount of rental previously paid with respect to the same lease year,
the balance shall be paid by the  Tenant with the submission of such
statement.
(5) The Tenant agrees that the lessor or lessor?s agents may during
normal business hours inspect the tenant?s books and records for the
purpose of verifying tenant?s statement of rent collections.
(6) It is expressly understood that  all sums collected by Tenant from its
sub-lessees for such sublessee?s  share of taxes, insurance, common area
maintenance and repairs  shall not be deemed to be rentals collected by
the  Tenant for the purpose of ascertaining lessor?s share under the
percentage arrangement above stated.
(7) Such rentals shall be absolutely net to the lessor, so that this lease
shall, except as herein provided to the contrary, yield net to lessor the rent
as provided above, to be paid in each year during the term of this lease,
and that all costs, expenses and obligations of every kind and nature
whatever, relating to the demised premises, or any improvements thereon,
which may arise or become due during the term of this lease, shall be paid
by the Tenant, and that the lessor shall be indemnified and saved harmless
by the Tenant from and against the same.
(8) All rental payments shall be made to the lessor at its office located
at ………………., or at such other place as may be designated in writing from
time to time by the lessor.
IV.  Taxes and Assessments.?(1) The Tenant agrees to pay or cause
to be paid before penalty attaches thereto all taxes, instalments of special
assessments payable therewith, fees or other charges of whatever nature
levied, assessed or imposed on the leased premises, including any
improvements hereafter located thereon which are due and payable during
the term hereof commencing with those due and payable on or after the day
and year first abovewritten and concluding with those due and payable in
the calendar year in which the term of this lease expires.Ch. 74] SHOPPING MALL?FORMS 1025
(2) Tenant shall not be in default hereunder in respect to the payment
of any taxes, special assessments, fees or other charges which Tenant shall
be required by any provision hereof to pay so long   as  Tenant shall first notify
lessor in writing at least 15 days before the due date thereof of its intention
to contest such payment and shall thereafter in good faith contest such
payment, and  Tenant may file in the name of lessor, all such protests or other
contests but shall, at the request of lessor, furnish assurance reasonably
satisfactory to lessor that the Tenant will indemnify the lessor against any
loss or liability by reason of such contest.
V.   Tenant?s right to build and alter.?At any time and from time to time
during the term of this lease, consistent with restrictions on nature of
occupancy provided for herein, and consistent also with applicable laws,
ordinances and regulations, Tenant shall have the right, at its own cost and
expense:
A. To construct upon the leased premises such building or buildings
and such other improvements as Tenant may at any time and from
time to time deem desirable.
B. To alter, enlarge, remodel or improve any building or buildings or
other improvements upon the leased premises.  In any event,
however, the Tenant covenants and agrees that it will use its best
efforts toward completion of the construction of a Shopping Centre
on the leased premises at the earliest possible date, and further
covenants and agrees that in all events the construction of a
Shopping Centre on the leased premises will be substantially
completed no later than January 1, [year].
The  Tenant agrees before commencing construction to submit the
preliminary drawings to lessor for approval, which approval shall not be
unreasonably withheld; when preliminary drawings are submitted as re-
quired hereunder, lessor shall indicate its disapproval and reason therefor
within 10 days after submission of such preliminary drawings, otherwise
such preliminary drawings shall be deemed approved.
VI. Ordinances and Regulations.?The Tenant covenants that during
the term of this lease it will, at its own expense, comply with all valid
applicable laws, ordinances and regulations of duly constituted public
authorities now or hereafter in any manner affecting the leased premises
and the improvements thereon or the use thereof.  The Tenant agrees to
indemnify and hold the lessor harmless from the consequences of any
violation of any such law, ordinance or regulation.
VII. Tenant to Have Title to Improvements.?The Tenant shall at all
times during the term of this lease have title to the buildings and improve-
ments which Tenant makes or instals in, on or under the leased premises.
Upon the expiration, termination or forfeiture of this lease by any cause
whatever, title to the buildings and other improvements, to the extent located
G : CDD (Vol. 8) ? 651026 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
upon the leased premises, shall automatically vest in the lessor, its
successors and assigns.  If, during the term of this lease, any building,
buildings or other improvements are damaged or destroyed by fire or other
casualty whatever, the Tenant shall be entitled to the entire proceeds of all
insurance which are payable by reason of such damage or destruction.
VIII. Charge, Liens and Claims over Leased Premises.?The Tenant
will not permit any charge, liens or claims of whatever nature to stand against
the leased premises for any labour or material supplied to or for the account
of the Tenant or claimed to have been so supplied in connection with any
work performed or claimed to have been performed on the leased premises
or on the adjoining  premises, or both, by or at the direction or acquiescence
of the Tenant; provided, however, that the Tenant shall have the right to
contest the validity or amount of any such charge, liens or claims if the  Tenant
shall give reasonable security (no less than one and one-half times the
amount of the lien claim) as may be demanded by the lessor to insure
payment thereof and to prevent any forfeiture of the leased premises by
reason of such non-payment. Upon final determination of such lien action,
the Tenant shall immediately pay any judgment rendered.
IX. Surety Bond.?(1) If at any time during the term of this lease the
tenant desires to erect a building buildings, or other improvements, either
wholly or partially upon the leased premises, which building, buildings or
other improvements the tenant?s architect estimates will cost in excess of
Rs……………., the  Tenant agrees to furnish to the lessor prior to commencing
construction a performance bond in a sum at least equal to the estimated
cost of such building buildings or other improvements as the same shall be
estimated by tenant?s architect, which bond shall be executed by TENANT and
its prime contractor, if any, as principals and by a responsible surety
company authorised in the state of…………….. as surety.
(2) The bond shall provide that no judgment entered against the leased
premises or any part thereof on account of any such lien or claim shall
constitute a breach of the conditions of such bond until such judgment shall
become final because of the tenant?s failure or prime contractors failure to
appeal therefrom or the affirmance thereof by the highest court to which
judgement may be appealed.
X. Indemnification of Lessor.?The Tenant agrees to hold the lessor
harmless from any and all claims for damage or injury arising out of or as
a result of the tenant?s use of the leased premises.  Without limiting the
tenant?s liability hereunder, the Tenant agrees to maintain comprehensive
general liability insurance protecting the lessor equally with the Tenant from
liability with respect to accidents occurring on or about the leased premises
or arising out of the use thereof in reasonable amounts but not less than
Rs……………….. for injury or death to any person, Rs.  ………………. for injuries
or deaths arising out of any one accident, and  Rs……………….. for any
property damage claims arising out of any one accident, written byCh. 74] SHOPPING MALL?FORMS 1027
companies reasonably acceptable to the lessor, and will deliver to the lessor
a certificate of such insurance providing for 15 days, written notice to lessor
prior to cancellation thereof.  Tenant may cause its obligations hereunder to
be made a part of its comprehensive general liability insurance coverage.
XI. Eminent Domain.?In the event 10% or more of the total area of the
leased premises is taken under the power of eminent domain, then the
tenant shall have the option of terminating this lease as of the date of such
taking, and the lessor agrees to return to the tenant any unearned rent paid
in advance, provided, however, that if the tenant does not terminate this
lease by notice in writing served upon the lessor within 60 days from the
date of such taking, the tenant?s right to so terminate shall be waived, and
provided further that in case any partial taking does not result in a
termination of the term of this lease, the rent for the period or periods after
which such taking occurs shall be reduced from the date of such taking in
the proportion that the taken area on which there were buildings constructed
by tenant bears to the entire area of the leased premises.
XII. Assignment, Subletting and Mortgaging.?The lessor agrees that
the Tenant shall have the right at any time and from time to time during the
term of this lease to assign this lease and to sublet the leased premises in
whole or in part, and to mortgage, pledge and hypothecate this lease;
provided, however, any assignment or subletting hereof shall not release
Tenant from its obligations hereunder. It is anticipated by the parties hereto
that Tenant or its successors or assigns will be constructing  improvements
on the leased premises and will be placing a mortgage or mortgages on the
leased premises or various mortgages on portions of the leased premises
to finance such improvements. Lessor agrees to join in the execution of any
such mortgage or mortgages for the limited purpose of pledging its interest
in the leased premises to the lien of such mortgage or mortgages without
assuming any obligation for the payment or performance thereof; provided,
however, that such mortgages shall be with reputable lending institutions
and that lessor shall not be personally liable for the payment or performance
thereof.
XIII. Lessor to join in Leases.?Lessor hereby agrees at tenant?s
request to join in the execution of leases for space in the building or buildings
to be constructed on the leased premises; provided, however, that lessor
hereunder shall have no  personal  liability under such leases except only
from and after the effective date of the termination of this lease. Lessor
hereby further agrees to join in the execution of assignments of lessor?s
interest in  lease or assignments of rent or other security documents relating
to leases of such space in such building or buildings pertaining to the leased
premises which may be required by the mortgage or mortgages referred to
in article XII.
XIV. Quiet Enjoyment.?(1) Lessor represents and warrants to Tenant
that it has absolute title to the demised premises and the power and authority1028 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
to execute and deliver this lease and to carry out and perform all covenants
to be performed by it hereunder.
(2) Tenant, upon paying the rent and observing and keeping all
covenants, warranties, agreements and conditions of this lease on its part
to be kept, shall quietly have and enjoy the demised premises during the
term of this lease, without hindrance or molestation by anyone.
XV. Notice to Mortgagee upon Request.?If the interest of the Tenant
in the leased premises shall be conveyed by mortgage by the Tenant and
if the mortgagee notifies the lessor in writing of the existence of such a
mortgage, together with the name and address of the mortgagee, then, and
in such  event a duplicate copy of all notices and demands given by the lessor
to the  Tenant shall be served on the mortgagee.  Notwithstanding the
provisions of article XVIII, no notice shall be deemed to have been served
upon the  Tenant unless at or prior to the time such notice or demand is served
upon the Tenant a duplicate copy thereof is served upon such mortgagee.
Such notice shall be deemed to have been served on the mortgagee on the
date the same is deposited in the United States mail, registered or certified,
postage prepaid, addressed to such mortgagee at the address furnished
to the lessor.
XVI. Default.?(1) If the Tenant shall default (a) in the payment of any
instalment of rent, or (b) in the payment of any mortgage instalment or other
obligation under any mortgage joined in by lessor as provided above, or (c)
in the observance or performance of any of the tenant?s other covenants,
agreements or obligations hereunder, and if the lessor shall give the Tenant
notice in writing of such default and Tenant shall fail to pay such rent or cure
such other default within 90 days after the giving of such notice, or if such
other default is of such a character as to require more than 90 days within
which to cure the same and the Tenant shall fail to use reasonable diligence
in curing such default, then, and in any such event, (1) lessor may, at its
option cure any default included in (b) or (c) above for the act and at the
cost and expense of the Tenant, and all sums so expended by the lessor
shall be deemed to be additional rent and upon demand shall be paid by
the Tenant on the day on which the next rental payment hereunder shall
become due and payable, and (2) the lessor, at its option, may declare a
forfeiture of this lease and may thereupon re-enter into possession of the
leased premises and remove all persons therefrom and collect all rents
owing but unpaid for all periods to and including the last day of the month
during which the lessor shall obtain possession of the leased premises,
together with any costs, expenses or damages incurred or suffered as a
result of such default, which sums shall thereupon become immediately due
and payable.
(2) In the event the Tenant defaults in the observance or performance
of any of the tenant?s covenants, agreements or obligations hereunder, and
a duplicate copy of a default notice or demand is served on the mortgageeCh. 74] SHOPPING MALL?FORMS 1029
under the provisions of article XV, then notwithstanding the foregoing
provisions of this article XVI such mortgagee shall have the right to cure
such fault within the same time and in the same manner as the  Tenant before
lessor may declare a forfeiture of this lease and re-enter into possession
of the leased premises.
(3) No right or remedy herein conferred upon the lessor is intended to
be exclusive of any other right or remedy, and each right and remedy shall
be cumulative and in addition to any other right or remedy given hereunder
or now or hereafter existing at law or in equity.  No waiver by the lessor of
any breach by the Tenant hereunder shall be deemed to be a waiver of any
subsequent breach nor shall any forbearance by the lessor to seek a remedy
for such breach by the Tenant be deemed a waiver by the lessor of its right
and remedy with respect to such breach. Reasonable attorneys?  fees and
other expenses incurred by the lessor by reason of any default of the TENANT
in complying with any requirement of this lease shall constitute an additional
rental hereunder payable upon demand with interest thereon at the rate of
……………….% per annum until paid.
XVII.  Force Majeure.?In the event that lessor or  Tenant shall be
delayed, hindered in or prevented from the performance of any act required
hereunder by reason of strikes, lockouts, labour troubles, inability to procure
materials, failure of power, restrictive  governmental laws or regulations,
riots, insurrection, the act, failure to act, or default of the other party, war
or other reason beyond their control, then performance of such act shall be
excused  for the period of the delay and the period for the performance of
any such act shall be extended for a period equivalent to the period of such
delay.
XVIII. Notices.?Wherever in this lease it shall be required or permitted
that notice or demand be given or served by either party to this lease to or
on the other, such notice  or demand shall not be deemed to have been duly
given or served unless in writing and forwarded by registered or certified
mail, postage prepaid, addressed as follows: to lessor at……………….; to
TENANT at………………  Such addresses may be changed from time to time
by either party by serving notices as above provided.
XIX. Successors and Assigns.?All of the terms,  covenants, provisions
and conditions of this lease shall be binding upon and inure to the benefit
of the parties hereto, their respective successors, heirs and assigns.
IN WITNESS WHEREOF, the Lessor and the Tenant have caused this
instrument to be duly executed the day and year first above written.
In presence of: Lessor_______________
By________, Its________
_______________ Tenant_________
_______________ By_________, Its_______
[Acknowledgements]1030 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
2 2 2 2 2
Shopping Centr Shopping Centr Shopping Centr Shopping Centr Shopping Centre Lease Agr e Lease Agr e Lease Agr e Lease Agr e Lease Agreement eement eement eement eement
THIS LEASE, Made this …………. day of………….,20, by and between M/s.
…………., a Company duly incorporated  under the Companies Act, 1956
and having its registered office at …………. hereinafter referred to as ?the
LANDLORD? AND M/s.  …………., a Partnership Firm acting through its Partner
Mr. …………. and having its registered office at …………., hereinafter referred
to as ?the TENANT.
Article 1 ? Premises and Terms
Section 1
LANDLORD hereby leases to  TENANT, and  TENANT hereby leases from
LANDLORD, the store unit shown outlined in red on Exhibit A, attached hereto
and made a part hereof.  (The premises ) outlined in red are hereafter called
the ?leased premises? and contain approximately 4,000 square feet). Said
store unit is situated in the City of …………. and State of …………., located
in the Northridge Plaza Shopping Centre, which shopping centre is located
on land legally described in Exhibit B attached hereto and made a part
hereof. The shopping centre name is subject to change by LANDLORD.
Section 2
To Have and to Hold the leased premises unto TENANT for a term of SEE
EXHIBIT D years commencing on …………. day of…………., 20…………., and
ending on the …………. day of …………., 20………, unless sooner terminated
as hereinafter provided.
Section 3
In the event the leased premises should not be ready for occupancy or
LANDLORD for  any reason is unable to deliver possession thereof by the
commencement date of this lease,  LANDLORD shall not be liable nor
responsible for any claims, damages or liabilities in connection therewith or
by reason thereof and this lease shall remain in full force and effect. TENANT
shall not be liable for rent until LANDLORD delivers possession of the leased
premises to TENANT but the term shall not be extended by the delay.
Article 2 ? Preparation of leased premises
Section 1
TENANT takes and accepts the leased premises in their ?as is? condition.
?As is? shall mean in tenantable condition so that the lights, front and rear
doors, HVAC, plumbing, water, air-conditioning system, exhaust fans and
rolling shutters (all as applicable) are in working or operating condition.
Taking of possession of the leased premises by TENANT shall be conclusive
evidence that the leased premises were, on that date, in good, clean and
tenantable condition as represented by LANDLORD.  TENANT acknowledges thatCh. 74] SHOPPING MALL?FORMS 1031
no representations as to the repair of the leased premises or promises to
alter, remodel or improve the leased premises have been made by LANDLORD.
Article 3 ? Minimum Rent
Section 1
The fixed annual minimum rent shall be payable by TENANT in equal
monthly instalments on or before the first day of each month in advance,
at the office of LANDLORD or at such other place designated by LANDLORD
without prior demand therefore. Said fixed annual minimum rent shall be
Rupees…………. (Rs…………..) payable at the rate of Rupees………….
(Rs…………..) per month. Minimum rent for any partial month at the beginning
of the lease term shall be equitably prorated, and is payable on the
commencement date of the lease term.
Section 2
On execution of this lease.   TENANT shall pay Rs???????.to
LANDLORD. Rs………….. of the said sum shall be the minimum monthly rent
due for the first full month of the term.  If TENANT is not in default of any of
the provisions of this  Lease, Rs………….. of the said sum shall be applied
toward the minimum monthly rent due for the last month of the term.
Section 3
TENANT waives and disclaims any present or future right to withhold any
rent payment or other payment due under this lease, or to set off any
obligation of LANDLORD against any such payment, however incurred, and
agrees that it will not claim or assert any right to so withhold or set-off.
Section 4
All rental and other sums payable hereunder by TENANT which are  not
paid when due shall bear interest from the date due to the date paid at the
rate of eighteen per cent (18%) per annum or the highest rate permitted by
law, whichever is less. In addition to the above, TENANT shall pay  LANDLORD
a sum of Rs.  …………. towards service charges for all monthly minimum rent
payments not paid by the 10th day of the month for which they are payable.
Said Rs. …………. charge is a service charge to cover extra expense involved
in collecting and handling delinquent payments.
Article 4 ? Commercial Areas and Common Area Expenditure
Section 1
The term ?common areas?  shall mean that entire portion of shopping
centre improvements excepting only that area which is constructed for lease
to tenants or hereafter leased to tenants.  LANDLORD has made no represen-
tation as to identity, type, size or number of other stores or tenancies in the
shopping Centre, and  LANDLORD reserves the unrestricted right to change
the design or size of the building, the driveways, parking areas, and identity1032 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
and type of other stores or tenancies and add building, and other structures
provided only that the size of the leased premises, reasonable access to
the leased premises and minimum parking facilities as required by govern-
mental authorities having jurisdiction, shall not be substantially or materially
impaired, subject to the provisions of Article 13 hereof.
Section 2
LANDLORD grants to TENANT, its employees, customers and invitees, the
non-exclusive right during the term of this lease to use the common areas
from time to time constructed, such use to be common with LANDLORD and
all tenants of LANDLORD, its and their employees, customers, and invitees.
TENANT shall not at any time interfere with the rights of LANDLORD and other
tenants, its and their employees, customers and invitees, to use any part
of the common areas.  It is understood and agreed that LANDLORD may
contract for mutual easement rights with adjoining landowners who shall
thereafter along with their employees, customers, and invitees use the
common areas in common with LANDLORD,  TENANT and all tenants of
LANDLORD, and their employees, customers, and invitees to the extent of the
adjoining landowners, contract rights.
Section 3
LANDLORD agrees to manage, operate and maintain all common areas and
common facilities within the common areas of the shopping centre. The
manner in which such areas and facilities shall be maintained and the
expenditures therefor shall be at the sole  discretion of LANDLORD, who shall
have the right to adopt and promulgate reasonable non-discriminatory rules
and regulations, from time to time, including the right to designate parking
areas for the use of employees of tenants of the  shopping centre and to
restrict such employees from parking areas designated exclusively for
customers.  Upon reasonable request by LANDLORD, TENANT shall furnish a
complete list of the name of the TENANT?S employees at the leased premises
who have automobiles and of the licence numbers of their automobiles and
the licence numbers of all motor vehicles operated by TENANT.  LANDLORD shall
have the right to use portions of the common areas for the purpose of
displays, promotions, programmes, games, or other uses which may be of
interest to all or part of the general public. LANDLORD shall have the right to
close portions of the common areas from time to time for repairs, to prevent
accruing of public rights therein and for any other legitimate purpose.
Section 4
TENANT agrees to pay as additional rent TENANT?S proportionate share of
all expenditures incurred by LANDLORD in managing, maintaining, repairing,
replacing, operating, insuring, securing, lighting and cleaning the common
areas including, but not limited to, the cost of line and exterior painting,
insurance of employees, traffic regulation, security patrols and securityCh. 74] SHOPPING MALL?FORMS 1033
guards for the entire shopping centre, replacement of paving, curbs,
sidewalks, landscaping, drainage, roof and lighting facilities, and including
the cost of heating and air conditioning the shopping  centre enclosed mall
and walkway areas, if any, (plus fifteen per cent (15%) of the total of the
foregoing for overhead) in monthly payments with the monthly rent pay-
ments.  TENANT?S proportionate share of such costs shall be based on the
proportion the total square feet area on the ground floor in the leased
premises bears to the total square feet  rentable area on the ground floor
in the shopping centre. The monthly payments may be based on LANDLORD?S
reasonable estimate of the costs subject hereto made at the beginning of
each lease year.  At the end of each lease year, LANDLORD shall furnish a
statement of all costs subject hereto and TENANT?S share thereof certified to
by LANDLORD.  If, at the end of any lease year, the amount paid by TENANT is
greater than its share as shown on said statement, the excess shall be
credited against the next rent payments due hereunder.  If at the end of any
lease year, the amount paid by TENANT is less than its share as shown on
said statement, the deficiency shall be payable with the next monthly
minimum rent payment due hereunder.
Article 5 ? Use
Section 1
The leased premises may be used for only office use for the development
and engineering of devices in the telecommunications industry (subject
always to the provisions of Section 2 of this Article 5) and for no other
purpose without the written consent of LANDLORD.  TENANT agrees to occupy
the leased premises upon the commencement date of the term hereof and
to operate the entire leased premises during the term of this lease unless
prevented from doing so by strikes, damage to the premises or other similar
cause beyond the TENANT?S control, and to conduct its business at all times
in good faith, in a high grade and reputable manner.  TENANT shall conduct
its business in the leased premises during the regular customary days and
hours for such type of business and shall promptly comply with all laws,
ordinances and regulations affecting the leased  premises of  TENANT?S
business therein plus insurance company requirements affecting the
cleanliness, safety, use and occupation of the leased premises.
Section 2
TENANT shall not, without LANDLORD?S prior written consent, conduct any
auction, fire, closing-out or bankruptcy sales in or about the leased premises
nor obstruct the common areas or use the same for business or display
purposes, nor abuse the building, other improvements, fixtures or personal
property constituting the shopping centre (including, without limitation,
walls, ceilings, partitions, floors and wood, stone and iron  work), nor use
plumbing for any purpose other than that for which constructed, nor make1034 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
or permit any noise or odor objectionable to the public, to other occupants
of the building or the LANDLORD to emit from the leased premises; nor create,
maintain or permit a nuisance thereon; nor do any act tending to injure the
reputation of the shopping centre, nor without LANDLORD?S prior written
consent, place or permit any radio or television antenna, loud speaker  or
sound amplifier, or any phonograph or other devices similar to any of the
foregoing outside of the leased premises or at any place where the same
may be seen or heard outside of the leased premises; nor, where loading
and delivery facilities are provided, use or permit to be used entrances for
delivery or pick-up  of merchandise or supplies to or from the leased
premises, or permit trucks or other delivery vehicles while being used for
any such purpose to be parked at any place within the shopping centre
except such facilities as are specifically provided for such purpose.  TENANT
shall not permit any blinking or flashing light to emit from the leased
premises. TENANT shall keep the leased premises and loading platform areas
allowed  for the use of TENANT, clean and free from rubbish and dirt at all
times, and shall store all trash and garbage within the leased premises and
will make the same available  for regular pick-up which TENANT will arrange
at the TENANT?S expense.  TENANT shall not burn any trash or garbage at any
time in or about the shopping centre.
Section 3
LANDLORD reserves the right, without liability to TENANT, to refuse admis-
sion to the shopping centre and the leased premises outside ordinary
business hours to any person who is not known to any watchman in charge,
or who is not properly identified, to eject any person from the shopping centre
whose conduct may be harmful to the safety and interest of shopping centre
tenants or to close any part of the shopping centre during any riot or other
commotion where person or property may be imperiled.
Section 4
TENANT shall use the shopping centre name as its advertised address
when referring to its business in the leased premises in newspaper and other
advertising. The right to use such name for such purpose for the term of this
lease is hereby licensed by LANDLORD to TENANT.  LANDLORD retains all property
rights in such name and TENANT shall not acquire or have any rights in or
to such name other than as are expressly granted by LANDLORD in this Section
5 or otherwise in writing.
Article 6 ? Utilities
Section 1
TENANT shall pay for all heating, air conditioning, electricity, gas water and
sewer charges used in the leased premises throughout the term of this
lease.
Section 2
If TENANT receives utilities through a meter which utilities are also suppliedCh. 74] SHOPPING MALL?FORMS 1035
to other tenants of the shopping centre then TENANT shall pay to LANDLORD
as additional rent a sum equivalent to its proportionate share of the total
utility meter charge as TENANT?S portion thereof. TENANT shall pay LANDLORD,
as additional rent, along with TENANT?S payment of monthly rent a sum
equivalent to  TENANTS consumption of said services as computed by
LANDLORD.
Section 3
TENANT agrees to keep the air conditioning and heating systems operating
during business hours at levels sufficient to satisfy the requirements of the
leased premises  and that it will not at any time obtain or seek to obtain any
such conditioned or heated air by methods or means which would draw such
conditioned or heated air from the air conditioned and heated shopping
centre enclosed mall and walkway areas, if any.
Section 4
LANDLORD shall not be liable in damages or otherwise if the furnishings
by LANDLORD or by any other supplier of any utility or other service to the
leased premises shall be interrupted or impaired by fire, repairs, accident,
or by any causes beyond LANDLORD?S reasonable control.
Section 5
In compliance with the appropriate laws and legislation?s for the time
being in force LANDLORD has provided within the leased premises a heating
and air conditioning system capable of maintaining a summer indoor
condition and a winter indoor condition of the required temperature, such
temperatures to be taken approximately two (2) feet away from any wall.
Article 7 ? Taxes
Section 1
Landlord shall pay all property taxes and instalments of special assess-
ments payable therewith on the shopping centre land and improvements
payable during the lease term and rental taxes on rentals levied during  the
term hereof upon the rentals from the leased premises.  TENANT shall
reimburse LANDLORD for TENANTS share of such payments of property taxes
and instalments of special assessments. TENANT?S share of such costs shall
be based on the ratio that the total square feet floor area on the ground floor
in the leased premises bears to the total square feet rental floor area on the
ground floor in the shopping centre except buildings separately taxed or
assessed for which such taxes and assessments are directly allocated to
their tenants.  TENANT shall also reimburse LANDLORD for rental taxes, and
gross receipts taxes, if any, paid by LANDLORD on rentals from the leased
premises. One-twelfth of a full year?s taxes, instalments of which are next
payable, shall be payable on the first day of each month and added to the
monthly rental.  This amount may be based on LANDLORD?S reasonable1036 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
estimate until the actual tax amounts are available and when available an
adjustment shall be made and any difference shall be payable based on
TENANT?S actual share as determined. TENANT?S share of such taxes payable
in the first and last calendar year of the lease term shall be equitably prorated
based on the portion of the year included in the lease term. TENANT shall pay
all personal property and similar taxes on its property in the leased premises.
Articles 8 ? Repairs
Section 1
LANDLORD shall keep the foundations, exterior walls (except plate glass
or glass or other special breakable materials used in structural portions) and
roof in good repair, and (whether or not necessary or required by proper
governmental authority) make modifications or replacements thereof,
except that LANDLORD shall not be required to make any such repairs,
modifications or replacements  which become necessary or desirable by
reason of the negligence of TENANT, its agents, servants or employees.
Section 2
Except as provided in Section 1 of this Article, the LANDLORD shall have
the right at TENANT?S cost and expense but shall not be obliged to make
repairs, replacements or improvements of any kind upon the leased
premises, or any equipment, facilities or fixtures therein contained, including
heating and air conditioning equipment or other equipment serving only the
leased premises even if located outside the leased premises,  which at all
times TENANT shall repair, replace and keep in good order and in a clean,
sanitary and safe condition, ordinary wear and tear excepted, in accordance
with all applicable laws, ordinances and regulations of any governmental
authority having jurisdiction. If LANDLORD exercises its rights pursuant to this
Section 3, TENANT shall reimburse LANDLORD for costs and expenses incurred
hereunder upon demand. TENANT shall permit no waste, damage or injury
to the leased premises.
Section 3
TENANT shall forthwith at its own cost and expense replace with glass of
the same quality any cracked or broken glass, including plate glass or glass
or other special  breakable materials used in structural portions, and any
interior and exterior windows  and doors in the leased premises.  If
specifically required by LANDLORD, TENANT shall maintain a policy or policies
in acceptable companies insuring LANDLORD and TENANT, as their interests
may appear, against breaking of all such glass in the leased premises.
Article 9 ? Installations, Alterations and Signs
Section 1
TENANT, at its own expense, shall purchase, install and maintain in good
condition its trade fixtures and floor covering and all interior wall coverings
and decorating.Ch. 74] SHOPPING MALL?FORMS 1037
Section 2
TENANT shall not make any repairs, alterations or additions to the leased
premises or make any contract therefor without first procuring LANDLORD?S
written consent and delivering to LANDLORD the plans and specifications and
copies of the proposed contracts and necessary permits, and shall furnish
indemnification against liens, costs, damages and expenses as LANDLORD
may require.  All alterations, additions, improvements and fixtures, other than
trade fixtures,  which may be made or installed by either of the parties hereto
upon the leased premises and which in any manner are attached to the
floors, walls or ceiling shall, at the termination of the lease, become the
property of LANDLORD, and shall remain upon and be surrendered with the
leased  premises as a part thereof, without damage or injury, any floor
covering affixed to the floor or track lighting affixed to the ceiling shall likewise
become the property of LANDLORD, all without compensation or credit to
TENANT.  All fixtures installed by TENANT shall be new or completely recondi-
tioned. See Exhibit D.
Section 3
TENANT shall promptly pay all contractors and suppliers, so as to avoid
the possibility of a lien attaching to the leased premises, and should any
lien be made or filed, TENANT shall bond against or discharge the same within
ten (10) days after written request by  LANDLORD.  Nothing in this lease
contained shall be construed as a consent on the part of the LANDLORD so
as to subject the LANDLORD?S estate in the leased premises to any lien or
liability under any law for the time being in force.
Section 4
Except to the extent permitted by LANDLORD?S Sign Criteria on Exhibit E
hereto, TENANT shall not erect or install any exterior window or door signs,
advertising media or window lettering or placards or other signs or install
any interior window or door signs, advertising media or window or door
lettering or placards or other sings without LANDLORD?S prior written consent.
TENANT shall not install any exterior light or plumbing fixtures, shades or
awnings, or make any exterior decoration or painting, or build any fence, or
make any changes to the store front without LANDLORD?S prior written consent.
Use of roof is reserved to LANDLORD.
Article 10 ? Indemnity
Section 1
TENANT agrees to indemnify and save LANDLORD harmless against any and
all claims, demands, damages, costs and expenses, including reasonable
attorneys?  fees, arising from the conduct or management of the business
conducted by TENANT or from any breach or default on the part of TENANT in
the performance of any covenant or agreement on the part of TENANT to be
performed pursuant to the terms of this lease, or from any act or negligence1038 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
of  TENANT, its agents, contractors, servants, employees, sub- lessees,
concessionaires or licensees, in or about the leased premises or the
common areas, the sidewalks adjoining the same, and the loading platform
area allocated to the use of TENANT.  LANDLORD shall not be liable and TENANT
waives all claims for damages to person or property sustained by TENANT
or TENANT?S employees, agents, servants, contractors, sub-lessees, conces-
sionaires, invitees, and customers resulting from the building in which the
leased premises are located or by reason of the leased premises or any
equipment or appurtenances thereunto appertaining becoming out of repair,
or resulting from any accident in or about the leased premises, the building
in which the same are situated or resulting directly or indirectly from any
act or neglect of any other TENANT in the shopping centre.  This shall apply
especially, but not exclusively, to the flooding of the leased premises, and
to damage caused by steam, excessive heat or cold, falling plaster, broken
glass, sewage, gas, odors or noise, or the bursting or leaking of pipes or
plumbing fixtures.  All property belonging to TENANT or any occupant of the
leased premises or the shopping centre shall be there at the risk of TENANT
or such person only, and LANDLORD shall not be liable for damage thereto
or theft or misappropriation thereof.
Article 11 ? Insurance
Section 1
TENANT shall not carry any stock of goods or do anything in or about the
leased premises which shall in any way tend to increase insurance rates
on the leased premises or the building in which the same are located without
the consent of LANDLORD. If LANDLORD shall consent to such use, TENANT
agrees to pay as additional rental any increase in premiums for insurance
resulting from the business carried on in the leased premises by TENANT.  If
TENANT installs any electrical equipment that overloads the power lines to
the building, TENANT shall, at its own expense, make whatever changes are
necessary to avoid such overload and to comply with the requirements of
insurance underwriters and insurance rating bureaus and governmental
authorities having jurisdiction.
Section 2
TENANT agrees to procure and maintain a policy or policies of liability
insurance, at its own cost and expense, insuring LANDLORD and TENANT from
all claims, demands, or actions for injury or death sustained by one or more
persons as a result of any one occurrence in the amount of Rupees
…………………….. (Rs…………..), and for damage to property in an amount
of not less than Rupees…………………….. (Rs…………..) made by or on behalf
of any person or persons, firm or corporation arising from, related to or
connected with, the conduct and operation of TENANT?S business in the
leased premises. Said insurance shall not be subject to cancellation except
after at least ten (10) days?  prior written notice to LANDLORD, and the policyCh. 74] SHOPPING MALL?FORMS 1039
or policies, or duly executed certificate or certificates for the same, shall be
deposited with LANDLORD at the commencement of the term and upon any
renewal of said insurance not less than thirty (30) days prior to the expiration
of the term of such …………. coverage.
Section 3
LANDLORD may procure fire and extended coverage (including coverage
for rental loss in connection with damage and destruction covered by the
said fire and extended coverage insurance) and other reasonably necessary
insurance on the shopping centre. Such insurance shall be for the benefit
of LANDLORD and TENANT shall have no interest therein. TENANT shall reimburse
LANDLORD monthly with its rental payments, for its share of the actual net cost
and expense to LANDLORD of such insurance.  TENANT?S  share of such costs
shall be that fractional part of the total of such costs as the total area of the
leased premises bears to the total rentable area of all buildings and
structures constituting part of this shopping centre.  One-twelfth of the
amount due shall be payable on the first day of each month and added to
the monthly rental.  This amount may be based on an estimate until the actual
premiums are available and when available an adjustment shall be made
and any difference shall be payable based on TENANT?S actual share as
determined.
Section 4
TENANT shall maintain at its own  cost and expense, fire and extended
coverage, vandalism, malicious mischief and special extended coverage
insurance in an amount adequate to cover the cost of replacement of all
alterations, changes, wall coverings, floors, furnishings, decorations, addi-
tions, fixtures and improvements in the leased  premises in the event of a
loss, in companies and in form acceptable to LANDLORD.  The insurance which
the TENANT agrees to carry in this section shall insure the full insurable value
of the improvements and betterment?s installed by the TENANT in the leased
premises, whether the same have been paid for entirely or partially by
TENANT.  TENANT will further deposit the certificate thereof with LANDLORD.
Section 5
If TENANT fails to comply with the requirements of this Article 11, LANDLORD
may obtain such insurance and keep the same in effect and TENANT shall
pay LANDLORD the premium costs thereof on demand.
Article 12 ? Fire or other Casualty
Section 1
In case the shopping centre shall be partially or totally destroyed by any
fire or other casualty so as to become partially or totally untentable, the same
shall be repaired at the expense of LANDORD unless LANDLORD shall elect not
to rebuild, as hereinafter provided), and the rent shall abate until the leased1040 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
premises are repaired and the extent to which the leased premises are
untentable. SEE EXHIBIT D.
Section 2
In case the shopping Centre buildings, including common areas, shall
be destroyed or so damaged by fire or other casualty as to render more than
fifty percent (50%) thereof untentable, or if the unexpired term of this lease
is two (2) years or less on the date of any substantial destruction or damage,
then LANDLORD may, if it so elects by notice in writing within thirty (30) days
after such destruction or damage, terminate this lease.  The above shall
apply whether or not any part of the leased premises is damaged or
destroyed. LANDLORD?S obligation to repair or rebuild pursuant to this Article
shall be limited to a basic building and the replacement of any interior work
which may have originally  been installed at LANDLORD?S cost. In no event in
the case of any such destruction shall LANDLORD be required to repair or
replace TENANT?S stock in trade, leasehold improvements, fixtures, furniture,
furnishings or floor coverings and equipment. TENANT covenants to make
such repairs and replacements and to furnish LANDLORD, on demand,
evidence of insurance assuring its ability to do so.
Article 13 ? Eminent Domain
Section 1
If the whole of the leased premises shall be acquired for any public
purpose by any statutory authority under the power of eminent domain, then
the term of this lease shall cease as of the day possession shall be taken
and the rent shall be paid up to that date.
Section 2
In the event more than ten per cent (10%) of the land area in the shopping
centre is so acquired, the LANDLORD shall have the right to terminate this lease
at the time and with the rent adjustment as provided in Section 1 by giving
TENANT written notice of termination within sixty (60) days after the taking
of possession by such public authority.
Section 3
If any of the floor area of the leased premises or forty per cent (40%)
or more of the parking area shall be so acquired, then LANDLORD or TENANT
shall have the right either to terminate this lease, or, subject, in the case
of TENANT, to LANDLORD?S  rights of termination as set forth in this Article, to
continue in possession of the remainder of the leased premises upon notice
in writing to the other party hereto within thirty (30) days after such taking
of possession. In the event this lease is not terminated, all of the terms herein
provided shall continue in effect except that the rent shall be equitably
abated as to any portion of the leased premises so taken and LANDLORD shall
make all necessary repairs or alterations to the extent provided in Article
14, Section 2 of this lease.Ch. 74] SHOPPING MALL?FORMS 1041
Section 4
All damages awarded for such taking under the power of eminent domain,
whether for the whole or a part of the leased premises, shall be property
of LANDLORD whether such damages shall be awarded as compensation for
diminution in value of the leasehold or to the fee of the leased premises
provided, however, that LANDLORD shall not be entitled to any separate award
made to TENANT for loss of business, depreciation of or cost of removal of
stock and fixtures.
Article 14 ? Assignment and Subletting
Section 1
TENANT shall not assign or in any manner transfer this lease or any interest
therein, nor sublet said leased premises or any part or parts thereof, nor
permit occupancy by anyone without the prior written consent of LANDLORD.
Consent by LANDLORD to one or more assignments of this lease   or to one
or more subletting of the leased premises shall not operate as a waiver  of
LANDLORD?S rights under this Article.  No assignment shall release TENANT of
any of its obligations under this lease or be construed or taken as a waiver
of any of LANDLORD?S rights hereunder.  For the purposes hereof, if TENANT is
a corporation or partnership or other entity, any change in the ownership
of  TENANT shall be deemed to be an assignment which shall require
LANDLORD?S consent as above set forth.  The acceptance of rent from
someone other than TENANT shall not be deemed to be a waiver of any of
the provisions of this lease or consent to any assignment or subletting of
the leased premises.  See Exhibit D.
Section 2
TENANT agrees not to change the advertised name of the place of
business operated in the leased premises, without prior consent of LAND-
LORD.
Section 3
Neither this lease nor any interest therein, shall pass to any trustees or
receiver in bankruptcy, or any assignee for the benefit of creditors, or by
operation of law.
Article 15 ? Access to Premises
Section 1
LANDLORD shall have the right to enter upon the leased premises during
all business hours for the purpose of inspecting the same or of making
repairs, additions or alterations thereto or to the building in which the same
are located, or for the purpose of exhibiting the same to prospective TENANTS,
purchasers or others LANDLORD?S exercise of such right shall not be deemed
an eviction or disturbance of TENANT?S use or possession.
G : CDD (Vol. 8) ? 661042 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
Article 16 ? Remedies
Section 1
LANDLORD may terminate TENANT?S estate herein demised and TENANT?S
right to possession hereunder upon the failure of TENANT to pay an instalment
of rent when  due or to perform any other of its covenants under this lease
and the continuance of such default for thirty (30) days (ten (10) days in the
case of the payment of rent or other monetary obligations of  TENANT
hereunder) after written notice to TENANT.
Section 2
If, at any time during the term of this lease (a) the TENANT shall file in any
court a petition in bankruptcy or insolvency or for reorganization, or for
arrangement or for the appointment of a receiver or trustee  of all or a portion
of the TENANT?S property, or (b)  an involuntary petition of any kind referred
to in Subdivision (a) of this Section shall be filed against the TENANT, and
such petition shall not be vacated or withdrawn within thirty (30) days after
the date of filing thereof, or (c) if the TENANT shall make an assignment for
the benefit of creditors, or (d) if the TENANT shall be adjudicated  a bankrupt,
or (e) a receiver shall be appointed for the property of the TENANT by order
of a court of competent jurisdiction (except where such receiver shall be
appointed in an involuntary proceeding, if he shall not be withdrawn within
thirty (30) days from the date of appointment), TENANT?S state and right to
possession hereunder shall terminate ipso facto upon the happening of any
one of such events, and the TENANT shall then quit and surrender the leased
premises to the LANDLORD but the TENANT shall remain liable as hereinafter
provided.
Section 3
(1) Upon the termination of the estate as aforesaid, the LANDLORD may
re-enter the leased premises by any lawful means, and remove all persons
and chattels therefrom and LANDLORD shall not be liable for damages or
otherwise by reason of lawful re-entry or termination. Notwithstanding such
termination, the liability of TENANT for the rent provided for hereinabove shall
not be extinguished for the balance of the term remaining after said
termination. Should termination for TENANT?S estate as herein provided, or
should LANDLORD take possession pursuant to legal proceedings or pursuant
to any notice provided for by law, it may either terminate this lease or it may
from time to time without terminating this lease, make such alterations and
repairs as may be necessary in order to relet the premises, and relet said
premises or any part thereof for such term or terms (which may be for a term
extending beyond the term of this lease) and at such rental or rentals and
upon such other terms and conditions as LANDLORD in its sole discretion may
deem advisable; upon each such releting all rentals received by the
LANDLORD from such releting shall be applied, first, to the payment of any
indebtedness other than rent due hereunder from  TENANT to LANDLORD,Ch. 74] SHOPPING MALL?FORMS 1043
second, to the payment of any costs and expenses of such releting, including
brokerage fees and attorneys? fees and of costs of such alterations and
repairs; third, to the payment of rent due and unpaid hereunder, and the
residue, if any, shall be held by LANDLORD and applied in payment of future
rent as the same may become due and payable hereunder.
(2) If such rentals received from such releting during any month be less
than that to be paid during that month by TENANT hereunder, TENANT shall
pay any such deficiency to LANDLORD. Such deficiency shall be calculated
and paid monthly. No such re-entry or taking possession of said premises
by LANDLORD shall be construed as an election on its part to terminate this
lease unless a written notice of such intention be given to TENANT or unless
the termination thereof be decreed by a court of competent jurisdiction.
(3) Notwithstanding any such releting without termination, LANDLORD may
at any time thereafter elect to terminate this lease for such previous breach.
Should LANDLORD at any time terminate this lease for any breach, in addition
to any other remedies it may have, it may recover from TENANT all damages
it may incur by reason of such breach, including the cost of recovering the
leased premises, reasonable attorneys, fees, and including the worth  at the
time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent reserved in this lease for the remainder of the
stated term over the then reasonable rental value of the leased premises
for the remainder of the stated term, all of which amounts shall be
immediately due and payable from TENANT to LANDLORD.
Section 4
In the event of any breach hereunder by TENANT, LANDLORD may imme-
diately or at any time thereafter, without notice, cure such breach for the
account and at the expense of TENANT. If LANDLORD at any time by reason
of such breach, is compelled to pay, or elects to pay, any sum of money or
do any act which will require the payment of any sum of money, or is
compelled to incur any expense, including reasonable attorneys?  fees, the
sum or sums so paid by  LANDLORD, with interest thereon at the rate of
eighteen per cent (18%) per annum or the highest rate permitted by law,
whichever is less, from the date of payment thereof, shall be deemed to be
due from TENANT to LANDLORD on the first day of the month following the
payment of such respective sums or expenses.
Section 5
LANDLORD is hereby given a lien upon all property of TENANT which shall
come in or be placed upon the leased premises and whether acquired by
TENANT before or after the date hereof to secure the payment of rent and
the performance of each and every covenant herein contained to be
performed by TENANT. Upon default by TENANT, and failure to cure as provided
in Section 1 of this Article,  LANDLORD, with notice or demand, may take
possession of and sell such property with legal process at public or private1044 CONVEYANCING, DRAFTING & DEEDS [Ch. 74
sale after one publication of a notice thereof in a daily newspaper published
in the country where the leased premises are situated, not less than ten (10)
days before such sale or by giving minimum notices required by law. The
proceeds of any such sale shall be applied first to the payment of expenses
thereof, second to the discharge of the rent or other liability hereunder
unpaid, and the balance, if any, shall be held for the account of the TENANT.
TENANT agrees to execute and record any financing statements and other
documents necessary to perfect of record the lien herein granted.
Section 6
Should LANDLORD be in default under the terms of this lease, LANDLORD
shall have reasonable and adequate time in which to cure the same after
written notice to LANDLORD by TENANT.
Section 7
TENANT hereby expressly waives, to the full extent waivable, any and all
rights or redemption granted by or under any present or future laws in the
event of TENANT being evicted or dispossessed for any cause, or in the event
of LANDLORD obtaining possession of the leased premises by reason of the
violation by TENANT of any of the covenants or conditions of this lease, or
otherwise.
Article 17 ? Surrender of Possession
Section 1
At the expiration of the lease term, whether by lapse of time or otherwise,
TENANT shall surrender the leased premises broom clean and in good
condition and repair, reasonable wear and tear and loss by fire or
unavoidable, insurable casualty excepted. If the leased premises are not
surrendered at the end of the term or the sooner termination thereof, TENANT
shall indemnify  LANDLORD against loss or liability resulting from delay by
TENANT in so surrendering the premises.  TENANT shall promptly surrender all
keys for the leased premises to LANDLORD at the place then fixed for payment
of rent.
Section 2
In the event TENANT remains in possession of the leased premises after
the expiration of the tenancy created hereunder with the consent of LANDLORD
and without execution of a new lease, it shall be deemed to be occupying
the leased premises as a TENANT from month to month, at twice the minimum
rent, subject to all the other conditions, provisions and obligations of this
lease insofar as the same are applicable to month-to-month tenancy.
Section 3
Upon the expiration or the tenancy hereby created, if LANDLORD so
requires in writing TENANT shall promptly remove any alterations, additions,
improvements and fixtures other than trade fixtures placed in the leasedCh. 74] SHOPPING MALL?FORMS 1045
premises by TENANT and designated in said request, and repair any damage
occasioned by such removals at TENANT?S expense, and in default hereof,
LANDLORD may effect such removabs and repairs, and TENANT shall pay
LANDLORD the cost thereof, with interest at the rate of eighteen per cent (18%)
per annum, or the highest rate permitted by law whichever is less, from the
date of payment by LANDLORD.
Article 18 ? Subordination
Section 1
TENANT agrees that this lease shall be subordinate to any mortgages or
trust deeds that may hereafter be placed upon said leased premises and
to any and all advances to be made thereunder, and to the interest thereon,
and all renewals, replacements and extensions thereof provided that the
mortgagee or trustee thereunder shall agree to recognize TENANT?S rights
hereunder as long as TENANT is not in default hereunder. TENANT further
agrees that upon notification by LANDLORD to TENANT, this lease shall be or
become prior to any mortgages or trust deeds that may heretofore or
hereunder be placed on the said leased premises. TENANT shall execute and
deliver whatever instruments may be required for the above purposes, and
failing to do so within ten (10) days after demand in writing does hereby
make, constitute and irrevocably appoint LANDLORD as its attorney-in-fact and
in its name, place and stead so to do TENANT shall in the event of the sale
or assignment of LANDLORD?S interest in the building of which the leased
premises form a part, or in the event of any proceedings brought for the
foreclosure of, or in the event of exercise of the power of sale under any
mortgage made by LANDLORD covering the leased premises, attorn to the
purchase and recognize such purchaser as LANDLORD under this lease.
Section 2
TENANT shall, upon demand, in the event any proceedings are brought
for the foreclosure of, or in the event of an exercise of power of sale under
any mortgage,