Dated: [DAY MONTH YEAR]

Retail Lease DN

(New South Wales)[PARTY NAME]

ACN [#######]

Trading as [BUSINESS NAME]

“Lessor”

and

Copyright Notice

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This document is copyright. Other than for the purposes of and subject to the conditions prescribed under the Copyright Act 1968 (Cth), no part of it may in any form or by any means (electronic, mechanical, microcopying, photocopying, recording or otherwise) be reproduced, stored in a retrieval system or transmitted without prior written permission. Inquiries should be addressed to the publishers.

[PARTY NAME]

ACN [#######]

Trading as [BUSINESS NAME]

“Lessee”

ACP Retail Lease (New South Wales) page ii

ContentsREFERENCE SCHEDULE 1

1 DEFINITIONS AND INTERPRETATION 3

1.1 Definitions 31.2 Interpretation 9

2 BASE RENT 10

2.1 Payment of Base Rent 102.2 Instalments 102.3 Base Rent Commencement 10

3 BASE RENT REVIEWS 10

3.1 CPI plus review 103.2 Change to CPI index 113.3 Fixed percentage Base Rent review 113.4 Fixed review amount 113.5 Base Rent pending determination 113.6 Adjustment once Base Rent determined 11

4 PERCENTAGE RENT 11

4.1 Statements of Lessee's Sales 114.2 Calculation of Percentage Rent 124.3 Payment of Percentage Rent 124.4 Books of account and records 134.5 Audit differences 13

5 OUTGOINGS 13

5.1 Lessee's Contribution 135.2 Estimate of Outgoings and Lessee's Contribution 135.3 Payment of Lessee's Contribution 135.4 Outgoings statement and audit report 145.5 Changes in portion and percentage 145.6 After hours expenses 155.7 Costs, charges and expenses 155.8 Direct charges and exclusive Services 155.9 GST 16

6 PROMOTION FUND 17

6.1 Promotion Levy 176.2 Instalments 176.3 Promotion Levy increase 176.4 Promotion Fund 176.5 Estimate of Promotion Fund Expenditure 176.6 Promotion Fund expenditure statement and audit report 176.7 Special promotion costs 18

7 PAYMENT OBLIGATIONS 18

8 USE 18

8.1 Permitted Use 18

ACP Retail Lease (New South Wales) page iii

8.2 No warranty 198.3 Operation of Lessee's Business 198.4 Access 198.5 Displays, fixtures and fittings, solicitation 198.6 Signage 198.7 Lessee's trading name 208.8 Prohibited uses 20

9 INSURANCE 20

9.1 Lessee must insure 209.2 Requirements for policies 219.3 Evidence of insurance 219.4 Insurances affected 21

10 REPAIR AND LESSEE’S WORKS 21

10.1 Repair 2110.2 Maintain and replace 2210.3 Lessee's works 2210.4 Structural work 2310.5 Plate glass and signs 2310.6 Health Safety and Environment 23

11 CLEANING 24

12 LESSEE’S RIGHTS AND ADDITIONAL OBLIGATIONS 24

12.1 Quiet enjoyment and Common Areas 2412.2 Car parks 2412.3 Compensation 2412.4 Environmental Laws 2512.5 Environmental initiatives 2512.6 Fitout 2612.7 Additional obligations 2612.8 Cause 2812.9 Lessee's Employees 28

13 LESSOR’S RIGHTS AND ADDITIONAL OBLIGATIONS 28

13.1 Right to enter 2813.2 Emergencies 2813.3 Exercise of rights 2813.4 Services, works and restrictions 2913.5 Right to deal with Land 2913.6 Right to deal with Centre and Common Areas 2913.7 Alterations and additions to Centre 2913.8 External walls and roof 2913.9 Right to rectify 2913.10 Other rights 3013.11 Obligations 30

14 TRANSFERRING, SUBLETTING, CHARGING 30

14.1 No dealing 3014.2 Transfer 30

ACP Retail Lease (New South Wales) page iv

14.3 Change in control. 3114.4 No subletting 3114.5 No charging of this lease 3114.6 Requirements reasonable 32

15 DESTRUCTION OF OR DAMAGE TO CENTRE OR PREMISES 32

15.1 Termination for destruction or damage 3215.2 Rent Abatement of Premises unusable 3215.3 Rent abatement if Premises useable 3215.4 Limitation on Lessee’s Rights 3215.5 No claim on termination 3315.6 No obligation to rebuild or repair 33

16 DEFAULT 33

16.1 Essential terms 3316.2 Termination 3316.3 Notice of termination Rent 34

17 INDEMNITIES AND RELEASES 34

17.1 Risk 3417.2 Indemnity 3417.3 Continuing indemnity 3517.4 Release 3517.5 Costs 35

18 REPRESENTATIONS AND WARRANTIES 35

19 HOLDING OVER 36

20 LESSEE'S OBLIGATIONS AT END OF LEASE 36

21 LESSOR’S RIGHT TO RELOCATE 37

21.1 Relocation 3721.2 New lease 3721.3 Termination by Lessee 3821.4 Deemed acceptance 3821.5 Termination of lease 3821.6 Surrender and vacant possession 3821.7 New lease execution 3821.8 Relocation costs 3821.9 Determination if Relocation Costs disputed 3921.10 Determination if Quantity Surveyor’s decision disputed 3921.11 Lessor's liability 4021.12 Existing rights 40

22 DEMOLITION 40

22.1 Termination of lease for demolition etc 4022.2 Termination by Lessee 40

23 ACKNOWLEDGEMENTS UNDER THE RETAIL LEASES ACT 1994 41

23.1 Lessee's acknowledgement – Disclosure Statement 4123.2 Lessee's acknowledgement – Retail Tenancy Guide 4123.3 Lessee's acknowledgement – Section 16(3) Certificate 41

ACP Retail Lease (New South Wales) page v

24 GENERAL 41

24.1 Notices 4124.2 Governing law 4224.3 Jurisdiction 4224.4 Amendments 4224.5 Waiver 4224.6 Consents 4224.7 Counterparts 4224.8 Prior breaches 4324.9 Severance 4324.10 Statutory provisions 43

25 SECURITY 43

25.1 Bank Guarantee 4325.2 Guarantee and indemnity 44

26 PERSONAL PROPERY SECURITY 46

26.1 Existing Security Interest 4626.2 Creating a Security Interest 46

27 AMENDMENTS 47

27.1 Amendments included in Schedule 1 4727.2 Inconsistency 47

SCHEDULE 1 – AMENDMENTS 48

SCHEDULE 2 – RULES 49

ACP Retail Lease (New South Wales) page vi

REFERENCE SCHEDULE

Item 1 Premises [ADDRESS]

Item 2 Centre [CENTRE NAME]

Item 3 Commencement Date [DAY MONTH YEAR]

Item 4 Termination Date [DAY MONTH YEAR]

Item 5 Term [## YEARS] DN

Item 6 Base Rent

(clause 2)

$0.00 per annum

Item 7 Base Rent Commencement Date

[DAY MONTH YEAR]

Item 8 Base Rent Reviews and Dates

(clause 3)

Review Date Review Method

[DAY MONTH YEAR]

Item 9 Percentage Rent

(clause 4)

0% DN

Item 10 Promotion Levy

(clause 6)

$0.00 per annum

Item 11 Trading Hours

Core Trading Hours

(clause 13.10)

(unless prohibited by law)

Lessee's Trading Hours

(clause 8.3)

The Core Trading Hours from time to time

Item 12 Permitted Use

(clause 8.1)

[PERMITTED USE] DN

Retail Leases (New South Wales) page 1

Item 13 Lessee’s Trading Name (clause 8.7)

[TRADING NAME]

Item 14 Public risk insurance

(clause 9.1)

$20,000,000.00 DN

Item 15 Refurbishment /Fitout dates [DAY MONTH YEAR] DN

Item 16 Bank Guarantee

(clause Error: Reference source not found)

An amount equivalent to [##] months Base Rent, Lessee's Contribution and Promotion Levy plus GST.

At the Commencement Date the amount is $0.00

Item 17 Guarantor

(clause 25.2)

[NAME]

Item 18 Address for service of notices

(clause 24.1)

DN

Lessor [NAME]

[ADDRESS]

[FAX]

Attention: [NAME]

Lessee [NAME]

[ADDRESS]

[NAME]

[FAX]

Attention: [NAME]

Item 19 Capacity and liability

(clause 27)

Trust

Constitution

[TRUST NAME]

[CONSTITUTION DOCUMENT]

ACP Retail Lease (New South Wales) page 2

1 DEFINITIONS AND INTERPRETATION1.1 Definitions

In this leases:

“Act” means the Retail Leases Act 1994 (as amended).

“Bank Guarantee” means an irrevocable, unconditional undertaking given by a bank (or, in the Lessor's absolute discretion, other financial institution satisfactory to the Lessor) to pay to the Lessor on demand and without notice to the Lessee the amount in Item 16, which complies with clause 25.1(b) and any replacement or addition to it under clause 25.1(e).“Base Rent” means the yearly amount in Item 6 as changed under this lease.

“Basic Shell” means Premises meeting the following specifications:

(a) clean level concrete floor with all floor coverings removed;

(b) all internal partitions removed;

(c) clean inter tenancy walls which have been repainted or otherwise finished;

(d) any ceiling removed (whether installed by the Lessor or the Lessee) unless the Lessor gives the Lessee a notice not to remove it;

(e) all electrical, lighting, plumbing, wiring, cabling and similar services to the Premises removed and capped off at their entry point into the Premises to facilitate connection for a new fitout. DN

“Building” means all improvements (other than the property of any lessee) on the Land.

“Centre” means the Land, the Building and any other areas which are promoted by the Lessor together with the Land and the Building as a shopping centre, mall, court or arcade, and includes the Common Areas and all conveniences, amenities and appurtenances provided for use within or for the benefit of the Centre. The Centre does not include 'unrelated land' as defined in section 24B of the Act. DN

“Commencement Date” means the date shown as “Commencing Date” on the lease form and the date in Item 3. DN

“Common Areas” means those parts of the Centre which the Lessor provides for common use (from time to time), including the car parks.

“Core Trading Hours” means the hours in Item 11 as changed under clause 13.10.

“CPI” means the consumer price index published by the Australian Statistician for All Groups for the capital city of the Relevant State or the index which replaces it under clause 3.2.

“Current CPI” means the CPI number for the quarter ending immediately before the relevant CPI Review Date.

ACP Retail Lease (New South Wales) page 3

“Disclosure Statement” means the Lessor’s disclosure statement given to the Lessee pursuant to the Act. DN

“Environmental Laws” means all laws and regulations, consents, permits, environmental protection policies, and directions, standards and guidelines including determinations, of any authority, including federal, state or local government authorities, (and any other like bodies) regulating or otherwise relating to the environment, including but not limited to land use, planning, heritage, coastal protection, water catchments, pollution of air or waters, noise, soil or ground water contamination, chemicals, waste, waste management, use of hazardous or dangerous goods or substances, building regulations, public and occupational health and safety, or noxious trades, use of biodegradable/non bio-degradable products.

“Financial Year” means the period beginning on 1 July in each year (or on another day the Lessor specifies in a notice to the Lessee) and ending 12 months later.

“Fixed Amount” means a specified amount nominated as a Review Method.

“Fixture” means a fixture as defined in the PPS Act. DN

“Fixed Percentage” means a specified percentage nominated as a Review Method.

“GST” and “GST law” have the same meaning as they have in the GST Legislation except that “GST law” also includes all applicable rulings.

“GST Legislation” means the A New Tax System (Goods and Services Tax) Act 1999 and any related tax imposition act (whether imposing tax as a duty of customs excise or otherwise) and includes any legislation which is enacted to validate recapture or recoup the tax imposed by any of such acts.

“Guarantor” means each person (if any) named in Item 17 and other than in clause 25, any other person who provides a guarantee of the Lessee's obligations under this lease.

“Institute” means the Division of the Australian Property Institute Incorporated applicable for the Relevant State.

“Land” means the land described in the lease form and all other land the Lessor uses with that land in connection with the Centre, but does not include 'unrelated land' as defined in section 24B of the Act.

“Lessee” means the party shown as “Lessee” on the lease form.

“Lessee's Business” means the business carried on in or from the Premises.

ACP Retail Lease (New South Wales) page 4

“Lessee's Contribution” means for an Outgoings Year the amount LC calculated as follows:

LC =LP x D x E

Y

where:

LP = the Lessee's Percentage (expressed as a decimal).

D = the number of days of the Term in that Outgoings Year.

E = the Outgoings for that Outgoings Year.

Y = the number of days in that Outgoings Year.

“Lessee's Employees” means the Lessee's employees, officers, consultants, agents, contractors, invitees, licensees, and anyone in the Centre because of the Lessee's use and occupation of the Premises, or any of them.

“Lessee's Percentage” means the percentage which the Lettable Area of the Premises bears to the Lettable Area of the Centre, expressed as a percentage as changed under clause 5.5. DN

“Lessee's Property” means all plant, equipment, fixtures, fittings, furniture, furnishings, signs, lettering and other property in, on or fixed to the Premises which is not Lessor's Property or Services.

“Lessee's Sales” includes the total of all money and the monetary value of things other than money, received or receivable from the sale, hire, lease, licence or provision of any goods, services or rights of occupation or use or the conduct of any business (“Sales”) from the Premises or relating to the Premises. Without limiting this definition, the term includes all money and the value in money of Sales: DN

(a) from the Premises, wherever originating;

(b) from somewhere other than the Premises but originating from the Premises;

(c) neither from the Premises nor originating from them but which would normally be attributed to the Lessee's Business operated in the Premises;

(d) from any internet, mail, facsimile, telephone or similar orders connected directly or indirectly to the Premises or to the Lessee's Business; DN

(e) effected by persons operating from or reporting to the Premises;

(f) from mechanical or vending devices in or about the Premises;

(g) from service finance or interest charges made by the Lessee to its customers in relation to transactions and accounts which are or should be included in Lessee's Sales;

ACP Retail Lease (New South Wales) page 5

(h) effected by licensees or concessionaires in from or about the Premises; or

(i) effected in a way likely to deprive the Lessor of any Percentage Rent,

but “Lessee's Sales” does not include:

(a) the amount of losses incurred in the resale or disposal of merchandise reasonably and properly purchased from customers as trade ins in the usual course of business;

(b) the amount of deposits and instalments received on account of lay bys, hire purchase or credit sales, and which are refunded to customers;

(c) the amount of a refund on a transaction where the proceeds of the transaction have been included as part of Lessee's Sales;

(d) the amount of any service, finance or interest charges payable to any financier in connection with provision of credit to customers (other than commissions on credit or store cards);

(e) the price of merchandise exchanged between the Lessee's shops if the exchange is made solely for the convenient operation of the Lessee's Business and not for the purpose of concluding a sale made at or from the Premises;

(f) the price of merchandise returns to shippers, wholesalers or manufacturers;

(g) the proceeds of sale of the Lessee's fixtures and fittings after their use in the conduct of the Lessee's Business at or from the Premises;

(h) the amount of discounts allowed to customers in the normal course of business;

(i) the amount of uncollected credit accounts that are written off;

(j) the amount paid or payable by the Lessee as GST (including notional GST of the kind for which payments may be made under section 5 of the Intergovernmental Agreement Implementation (GST) Act 2000 by a State entity under that legislation);

(k) the amount of delivery charges; or

(l) the amount received from the sale of lottery tickets and similar tickets (other than commission on those sales).

“Lessor” means the party shown as “Lessor” on the lease form. Subject to clause 26, where any right is held by the Custodian (as defined in clause 26) that right is also held by or owed to the Responsible Entity (as defined in clause 26) and where any obligation is to be performed by the Custodian that obligation may be performed by the Responsible Entity.

Lessor's Property” means all plant, equipment, fixtures, fittings, furniture, furnishings and other property the Lessor supplies to the Premises.

“Lettable Area” means (subject to the Act) the gross lettable area retail calculated by the Lessor using the Property Council of Australia Limited's method of measurement last published at the Commencement Date, or such other Property Council of Australia Limited method of measurement as the Lessor notifies the Lessee but does not include:

ACP Retail Lease (New South Wales) page 6

(a) car parking spaces; or

(b) storage areas not attached to premises within Centre.

“Outgoings” means the total of all amounts paid or payable by the Lessor for an Outgoings Year in connection with the ownership, management and administration, operation and maintenance of the Centre including:

(a) rates and other charges imposed by any authority and levies and other charges under strata or community schemes or similar legislation;

(b) taxes (except income and capital gains tax), levies, duties, charges, imposts, withholdings and deductions imposed by any authority;

(c) land tax (on the basis that the Land is the only land the Lessor owns, the Land was not subject to a special trust within the meaning of the Land Tax Management Act 1956, and the Lessor is not a company classified under section 29 of the Land Tax Management Act 1956);

(d) insurance premiums (including loss of rent);

(e) cleaning the Centre (except for parts which are let), removing refuse, controlling vermin and supplying items to washrooms and lavatories;

(f) providing, servicing and maintaining indoor and outdoor plants, gardening and landscaping;

(g) repair, service, maintenance and redecoration (except structural works) which no occupier other than the Lessor is obliged to do;

(h) charges for Services not separately metered to or paid for by an occupier other than the Lessor;

(i) providing, servicing, maintaining, repairing and replacing Services and complying with the requirements of authorities and all laws in connection with Services;

(j) management, administration and customer services;

(k) caretaking, child minding, security services and controlling traffic;

(l) providing, maintaining, repairing and replacing information systems, signs and directory boards;

(m) audit, accounting and other professional costs;

(n) rents, fees and expenses incurred in connection with the Land or the Building (including rents, fees and expenses incurred in obtaining or maintaining benefits to the Land or Building or Centre);

(o) wages and associated costs (including payroll taxes) payable in respect of employees of the Lessor employed to provide or administer any of the services or costs outlined above or in connection with the ownership, management and administration, operation and maintenance of the Centre; and

(p) other items included in the Lessor's Disclosure Statement as outgoings,

but does not include:

(a) any amount in respect of the capital costs of the Centre;

ACP Retail Lease (New South Wales) page 7

(b) any amount in respect of depreciation; and

(c) interest or other charges incurred by the Lessor in respect of amounts borrowed by the Lessor.

Where the Centre is part only of the land or property included in or benefiting from any assessment or expense, the part of the assessment or expense which forms part of the Outgoings in relation to the Centre is that part determined by the Lessor, acting reasonably.

“Outgoings Year” means the period beginning on 1 July in each year (or on another day the Lessor specifies in a notice to the Lessee) and ending 12 months later.

“Payment Date” means the Commencement Date and the first day of each month during the Term and any holding over period.

“Percentage Rent Period” means each of:

(a) the period from and including the Commencement Date to and including the first 30 June in the Term;

(b) each 12 month period ending on 30 June during the Term;

(c) the period from and including the last 1 July in the Term to and including the Termination Date, or earlier termination; and

(d) the period of any holding over in accordance with clause 19.

“Percentage Rent” means the amount calculated in accordance with clause 4 for the relevant Percentage Rent Period.

“Permitted Use” means the use in Item 12.

“Personal Property” means personal property as defined under the PPS Act.

“PPS Act” means the Personal Property Securities Act 2009 (Cth).

“Premises” means the premises described in the lease form and in Item 1 and includes the Lessor's Property.

“Previous CPI” means for a Review Date, the CPI number for the quarter ending immediately before the last Review Date (or if there has not been one, the Commencement Date).

“Promotion Levy” means the percentage of the Base Rent or the specified amount (subject to review under clause 6.3) in Item 10 each year.

“Regulations” means any regulations made in accordance with section 85 of the Act.

“Relevant State” means the State in which the Land is situated.

“Representative” means a representative member of a GST group to which the relevant supplier belongs.

“Retail Tenancy Guide” means the retail tenancy guide (if any) prescribed by or identified in the Regulations.

“Review Date” means each date in Item 8.

“Review Method” means the relevant method of Rent Review in Item 8 for any given Review Date.

ACP Retail Lease (New South Wales) page 8

“Rules” means the rules for managing the Centre set out in Schedule 2 as changed under this lease.

“Security Interest” means a security interest as defined under the PPS Act.

“Services” means the services (including without limitation gas, electricity, water, sewerage, drainage, lifts, escalators, communications, fire control and air conditioning and all plant and equipment in connection with them as applicable) to or of the Building, the Centre or any premises in it or the Land supplied by any authority, the Lessor or any person the Lessor authorises.

“Term” means the period shown as the “Term” on the lease form and the period in Item 5 beginning on the Commencement Date and ending on the Termination Date and any holding over period. DN

“Termination Date” means the date shown as the “Terminating Date” on the lease form and the date in Item 4.

“Tribunal” means the Administrative Decisions Tribunal of New South Wales established by the Administrative Decisions Tribunal Act 1997.

1.2 InterpretationIn this lease:

(a) headings are for convenience only and do not affect interpretation;

and unless the context indicates a contrary intention:

(b) an obligation or liability assumed by, or a right conferred on, 2 or more parties binds or benefits all of them jointly and each of them severally;

(c) the expression "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust;

(d) a reference to any party includes that party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(e) a reference to any document (including this lease) is to that document as varied, novated, ratified or replaced from time to time;

(f) a reference to any statute or to any statutory provision includes any statutory modification or re enactment of it or any statutory provision substituted for it, and all ordinances, by laws, regulations, rules and statutory instruments (however described) issued under it;

(g) words importing the singular include the plural (and vice versa);

(h) references to parties, clauses, schedules, exhibits, attachments or annexures are references to parties, clauses, schedules, exhibits, attachments or annexures to or of this lease, and a reference to this lease includes all schedules, exhibits, attachments and annexures to this lease;

ACP Retail Lease (New South Wales) page 9

(i) a reference to an item is to an item in the reference schedule to this lease;

(j) a reference to “lease form” is to the lease form in use in the Relevant State which forms part of this lease;

(k) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(l) the word “includes” in any form is not a word of limitation; and

(m) a reference to “$” or “dollar” is to Australian currency.

2 BASE RENT2.1 Payment of Base Rent

The Lessee must pay the Base Rent by equal monthly instalments in advance on the Payment Date.

2.2 InstalmentsIf a rent instalment period is less than a month, the instalment for that period is calculated at a daily rate based on the number of days in the month in which that period begins and the monthly instalment which would have been payable for a full month.

2.3 Base Rent CommencementNotwithstanding the Commencement Date, the Lessee must commence payment of Base Rent from the Base Rent Commencement Date in Item 7. The Lessee's Contribution and Promotion Levy are payable from the Commencement Date.

3 BASE RENT REVIEWSCPI plus increases in Base Rent DN

3.1 CPI plus reviewWhere the Review Method for any Review Date is “CPI plus” and a specified percentage or words to that effect, the Base Rent on and from that Review Date is calculated as follows:

Where:

R2 = Base Rent after the Review Date;

R1 = Base Rent immediately before the Review Date

(disregarding any abatement or reduction); and

P = fixed percentage nominated for that Review Date.

ACP Retail Lease (New South Wales) page 10

R2 = R1 x ( Current CPI ) + (R1 x P)Previous CPI

3.2 Change to CPI indexIf the CPI is no longer published, either party may ask the President of the Institute to nominate an index published quarterly which reflects the rate of price change in the area and group for the CPI and “CPI” then means that index. The parties must each pay one half of the President's costs for nominating an index.

Fixed increases in Base Rent

3.3 Fixed percentage Base Rent review DNWhere the Review Method for any Review Date is a Fixed Percentage, the Base Rent on and from that Review Date is calculated as follows:

R2 = R1 + (R1 x FP)

Where:

R2 = Base Rent after the Review Date;

R1 = Base Rent immediately before the Review Date

(disregarding any abatement or reduction); and

FP = Fixed Percentage nominated for that Review Date.

3.4 Fixed review amountWhere the Review Method for any Review Date is a Fixed Amount, the Base Rent on and from that Review Date is the amount specified for that Review Date.

Base Rent reviews generally

3.5 Base Rent pending determinationIf the Base Rent to apply on and from a Review Date has not been agreed on or determined by that Review Date, the Lessee must continue paying instalments of Base Rent at the rate applicable before the relevant Review Date until the Base Rent is determined.

3.6 Adjustment once Base Rent determinedOnce the Base Rent to apply on and from a Review Date is determined, the Lessee will pay any shortfall, and the Lessor will allow any adjustment for overpayment at the next Payment Date.

4 PERCENTAGE RENT4.1 Statements of Lessee's Sales DN

(a) The Lessee must give the Lessor a certificate detailing the Lessee's Sales for each month of the Term and any holding over period within 8 days of the end of the relevant month. DN

ACP Retail Lease (New South Wales) page 11

(b) The Lessee must give the Lessor a statement from the Lessee's auditor of the Lessee's Sales for each Percentage Rent Period within 60 days of the end of that Percentage Rent Period.

(c) If the Lessee does not provide its audited statement of Lessee's Sales by the due date, the Lessor may estimate the Lessee's Sales for that Percentage Rent Period based on 12 times the highest monthly Lessee's Sales during the Percentage Rent Period notified under clause 4.1(a).

(d) Provided they are Lessee's Sales under this lease:

(i) lay by payments and instalments of hiring charges for goods hired without an option to purchase are included in Lessee's Sales for the month in which they are due for payment; and

(ii) where hiring arrangements include an option to purchase, the full cash price (whether received or not) will be included in Lessee's Sales in the month the arrangement was entered into.

4.2 Calculation of Percentage Rent(a) In addition to the Base Rent the Lessee must pay the Lessor the

Percentage Rent for each Percentage Rent Period calculated in accordance with the following formula:

PR = (D x E) – C

Where:

PR = Percentage Rent payable for the relevant Percentage Rent Period

D = Percentage referred to in Item 9 of the Reference Schedule;

E = Lessee's Sales for the relevant Percentage Rent Period, or the estimated Lessee's Sales under clause 4.1(c); and

C = amount of Base Rent (excluding any GST) payable during the relevant Percentage Rent Period.

(b) If the Percentage Rent for any Percentage Rent Period is a negative amount, no Percentage Rent is payable for that Percentage Rent Period.

4.3 Payment of Percentage Rent(a) The Percentage Rent must be paid to the Lessor within 14 days of the

Lessee receiving a statement from the Lessor setting out the amount due.

(b) Where Percentage Rent has been based on an estimate under clause 4.1(c) an adjustment in the Percentage Rent paid or payable for that Percentage Rent Period will be made (if necessary) between the

ACP Retail Lease (New South Wales) page 12

Lessor and Lessee within one month of the auditor's statement of the Lessee's Sales being provided to the Lessor.

4.4 Books of account and records(a) The Lessee must keep proper books of account and records to allow

the Lessee's Sales to be calculated and verified. The Lessee's records for a Percentage Rent Period must be kept for at least 2 years after the end of that period.

(b) The Lessor may not more than twice during any 12 month period inspect and audit the Lessee's records relating to the Lessee's Sales. Where the Lessor requests it, the Lessee must make the records available to the Lessor between the hours of 10.00 am and 4.00 pm on any week day.

4.5 Audit differences(a) Where the statement of Lessee's Sales for a Percentage Rent Period is

incorrect the Percentage Rent for that period will be adjusted (if necessary) between the Lessor and the Lessee within one month of the Lessor or the Lessee notifying the other of the error. The Lessee may not require an adjustment under this clause more frequently than provided for under section 20(3) of the Act.

(b) If an audit determines that the Lessee's Sales in the Lessee's statement is more than 3% less than the actual Lessee's Sales the Lessee must pay the cost of the Lessor's audit.

5 OUTGOINGSOutgoings

5.1 Lessee's Contribution DNThe Lessee must pay the Lessee's Contribution for each Outgoings Year.

5.2 Estimate of Outgoings and Lessee's Contribution(a) For each Outgoings Year, the Lessor must give the Lessee a notice

setting out the Lessor's estimates of the Outgoings for that Outgoings Year and the Lessee's Contribution at least one month before the commencement of that Outgoings Year. The Lessor's estimate of Outgoings must be itemised under the item descriptions used in the list of outgoings in the form of the lessor's Disclosure Statement under the Act.

(b) The Lessor may revise these estimates from time to time during an Outgoings Year by notice to the Lessee.

5.3 Payment of Lessee's Contribution(a) Subject to the Act, the Lessee must pay instalments on account of the

Lessee's Contribution (each being the amount of the Lessor's estimate or revised estimate of the Lessee's Contribution for the relevant Outgoings Year divided by the number of Payment Dates in that Outgoings Year) in advance on each Payment Date.

ACP Retail Lease (New South Wales) page 13

(b) The Lessee is not required to pay instalments on account of the Lessee's Contributions for any Outgoings Year until the Lessor has given the notice required under clause 5.2(a) for that Outgoings Year. Once the notice under clause 5.2(a) has been given the Lessee must pay any instalments on account of the Lessee's Contribution for that Outgoings Year it should have paid, if the Lessor had given that notice before that Outgoings Year began, on the next Payment Date.

5.4 Outgoings statement and audit report DN(a) Within 3 months of the end of each Outgoings Year, the Lessor must

give the Lessee a statement of the actual Outgoings for that Outgoings Year, the Lessor's calculation of the actual Lessee's Contribution and the difference between that calculation and what the Lessee has paid on account of the Lessee's Contribution. The Lessee must pay the Lessor (or the Lessor must credit the Lessee with) the amount of that difference on the next Payment Date after the Lessor gives the notice.

(b) The statement must include a statement of the current gross lettable area of the Centre and details of any material change to the gross lettable area during the Outgoings Year.

(c) Unless:

(i) the Outgoings relate only to land tax, water, sewerage and drainage rates and charges, local council rates and charges, insurance and strata levies; and

(ii) copies of receipts or invoices in respect of all expenditure by the Lessor on account of the Outgoings are annexed to the statement;

(iii) the statement must be accompanied by a report prepared by a registered company auditor (under the Corporations Act 2001 (Cth)) noting whether or not the Lessor's statement correctly states the actual Outgoings for the Outgoings Year and whether or not the Lessor's estimate of Outgoings under clause 5.2 exceeds the actual Outgoings for the Outgoings Year.

(d) The Lessee may make a written submission to the Lessor’s auditor on the accuracy of the proposed Outgoings statement.

5.5 Changes in portion and percentage(a) If the Centre consists of premises used for different purposes, or

which benefit from different Outgoings, and the Lessor considers that part or parts of the Outgoings are not referrable to all premises in the Centre, the Lessor may determine which of those Outgoings is referrable to the Premises, and the Lessee's Contribution in relation to those Outgoings is to be calculated separately. For the purpose of those calculations only, the Lessee's Percentage will be adjusted having regard to the Lettable Area of the Premises and the Lettable Area of all premises the respective Outgoing is referrable to.

(b) If there is a change in the Lettable Area of the Building or the Premises or another event occurs (such as a change in the Lessee's use of the Premises or the Centre is subdivided or a mistake in

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calculations is discovered) which makes a change in the Lessee's Percentage reasonable, then the Lessor may change the Lessee's Percentage by notice to the Lessee.

Other charges

5.6 After hours expenses DNIf at the Lessee's request the Lessor agrees to supply Services or allow the Lessee to trade outside Core Trading Hours, or allow the Lessee access to the Premises and the Centre outside the hours in clause 8.4, the Lessee must:

(a) pay on demand the Lessor's reasonable costs, charges and expenses incurred because of the supply of Services, trading or access (including the cost to the Lessor of security and other personnel required); and

(b) comply with any additional requirements the Lessor may have in connection with Centre security.

5.7 Costs, charges and expensesIn connection with this lease, the Lessee must:

(a) promptly pay all stamp duty, survey and registration fees; DN

(b) promptly pay for everything the Lessee must do under this lease unless this lease expressly says otherwise; and

(c) pay to the Lessor any and all legal costs incurred by the Lessor in the preparation and execution of this Lease, as may be recoverable from the Lessee pursuant to section 14 of the Retail Leases Act 1994 (as amended). DN

(d) promptly pay or reimburse the Lessor on demand for all reasonable expenses or charges (including legal fees or an equivalent administration fee, costs and disbursements) incurred or charged in connection with:

(i) any subsequent consent, agreement, approval, waiver or amendment relating to this lease;

(ii) obtaining or giving consent or approval and considering matters in connection with the Lessee's requests for consent or approval;

(iii) the Lessee's dealings and proposals for any dealing under clause 14 or for any other dealing in relation to this lease, the Premises, or the Lessee's Property; and

(e) reimburse the Lessor on demand for all expenses (including legal fees, costs and disbursements on the higher of a full indemnity basis and a solicitor and own client basis) incurred in connection with exercising, enforcing or preserving, or attempting to exercise, enforce or preserve, rights under this lease, including in connection with the Lessee's default.

5.8 Direct charges and exclusive ServicesThe Lessee must pay:

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(a) on time, for Services separately metered to the Premises;

(b) on time, all rates, taxes, charges and imposts imposed directly on the Premises, the Lessee's Business, the Lessee's Property or the Lessee's occupation of the Premises; and

(c) on demand, all costs and expenses in connection with operating, maintaining, repairing and replacing any air conditioning plant and equipment that is installed for the benefit of the Premises exclusively, whether that air conditioning plant and equipment is installed or operated in the Premises or in any other part of the Centre.

5.9 GST(a) In this clause 5.9, unless the context indicates a contrary intention:

(i) “Agreed Price” means the amount the Lessee is required to pay under any provision of this lease (except this clause 5.9) for a supply;

(ii) a reference to a supply is a supply under this lease; and

(iii) words and phrases used that are also used in the GST Legislation have the same meaning as in that Act.

(b) despite the other provisions of this lease, if the Lessor is or becomes liable to pay GST in respect of any supply:

(i) the Agreed Price for that supply is exclusive of GST;

(ii) the Lessee must pay an additional amount for GST, as reasonably calculated by the Lessor, at the same time and in the same way as the Lessee must pay the Agreed Price;

(iii) the Lessor must issue a tax invoice to the Lessee in respect of that supply within 14 days after the Lessor receives a payment in respect of that supply.

(c) Subject to clause 5.9(b), if the Lessee must reimburse the Lessor for any amount paid by the Lessor to a third person, the Lessee must reimburse the Lessor that amount less the amount of any input tax credits the Lessor is entitled to in respect of any acquisition to which that amount relates.

(d) If the amount the Lessor recovers from the Lessee on account of GST on a supply differs for any reason from the amount of GST paid or payable by the Lessor on that supply, then the Lessee must pay to the Lessor on demand (or the Lessor must credit the Lessee with) the amount of that difference. If any adjustment event occurs in relation to a supply, the Lessor must give the Lessee an adjustment note within 14 days after the date of the adjustment event.

(e) If the Lessee does not comply with its obligations under this lease or with its obligations under the GST law in connection with this lease and because of this the Lessor becomes subject to penalties or interest for late payment of GST, then the Lessee must pay the Lessor on demand an amount equal to the amount of the penalties and interest.

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(f) In the event that liability for payment of GST in respect of a supply is imposed upon a Representative of a supplier this clause 5.9 shall nonetheless apply and:

(i) any payment pursuant to clause 5.9(b); and

(ii) any adjustment pursuant to clause 5.9(d),shall be calculated in all respects as if the supplier was liable for the GST imposed on such supply and entitled to input tax credits properly allocated to the making of that supply.

6 PROMOTION FUND6.1 Promotion Levy

The Lessee must pay the Lessor the Promotion Levy by equal monthly instalments in advance on the Payment Date.

6.2 InstalmentsIf an instalment period is less than a month, the instalment for that period is calculated at a daily rate based on the number of days in the month in which that period begins and the monthly instalment which would have been payable for a full month

6.3 Promotion Levy increaseWhere the Promotion Levy is a specified amount in Item 10, that amount is increased on each Review Date by five (5) percent.

6.4 Promotion Fund(a) The Lessor must use the Promotion Levy in a promotion fund

(“Promotion Fund’).(b) The Lessor must use the Promotion Fund on advertising and other

promotions of the Centre.

(c) Any amounts left over in the Promotion Fund in one Financial Year will be spent on marketing and promotion in the next Financial Year.

6.5 Estimate of Promotion Fund Expenditure(a) At least one month before the start of each Financial Year, the Lessor

must make available to the Lessee a marketing plan that gives details of the Lessor’s proposed expenditure on marketing and promotion in the next Financial Year.

(b) The Lessor may revise the proposed expenditure from time to time during a Financial Year by notice to the Lessee.

6.6 Promotion Fund expenditure statement and audit report(a) Within one month after the end of each six month period of each

Financial Year, the Lessor must make available to the Lessee a written statement detailing all expenditure by the Lessor on account of marketing and promotion to which the Lessee contributes.

(b) Within 3 months after the end of each Financial Year, the Lessor must give the Lessee a written report which details all of the Lessor's

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expenditure for the Financial Year on marketing and promotion to which the Lessee contributes. The report must comply with the Act.

6.7 Special promotion costsThe Lessee must pay on demand its share agreed between the parties of the cost of any special promotion not paid for out of the Promotion Fund.

7 PAYMENT OBLIGATIONS(a) The Lessee must make payments due under this lease:

(i) without demand unless this lease says demand must be made;

(ii) without set off, counter claim, withholding or deduction;

(iii) to the Lessor or as the Lessor directs; and

(iv) by direct debit in accordance with the Lessor's directions unless the Lessor requires another method. DN

(b) Notwithstanding clause 7(a)(iv) of this lease, provided the Lessee is not in default of its payment obligations under this lease, then the Lessee is not required to make payments by direct debit.

(c) If the Lessee is in default in one or more of its payment obligations under this lease, then within 7 days of request by the Lessor, the Lessee must: DN

(i) sign all necessary direct debit forms to enable the Lessor to deduct the payments due under this lease from the Lessee’s bank account; and

(ii) ensure that all subsequent payments under this lease are made by way of direct debit.

(d) If a payment is stated to be due on a particular Payment Date (such as the next Payment Date or the first Payment Date after an event) and there is no such Payment Date, the Lessee must make that payment on demand.

(e) If the Lessee does not pay an amount when it is due, it must pay interest on that amount on demand from when the amount becomes due until it is paid in full. Interest is calculated on daily balances at the rate per annum which is 2% per annum above the Westpac Banking Corporation's Indicator Lending Rate (or if that rate is not published the rate the Lessor's bankers charge the Lessor for business loans) on the first Monday of the month in which the amount becomes due and is capitalised on the last day of each month if unpaid.

(f) (f) The Lessee's obligations to make payments under this lease for periods before expiry or termination of this lease are not affected by expiry or termination of this lease.

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8 USE8.1 Permitted Use

The Lessee must use the Premises only for the Permitted Use.

8.2 No warrantyThe Lessor makes no warranty or representations regarding:

(a) the suitability of the Premises for the Permitted Use or any other purpose and the Lessee occupies the Premises at its own risk;

(b) the exclusivity or otherwise of the Permitted Use for the Lessee, and the Lessee acknowledges that the Lessor may lease or licence parts of the Centre for use by a business which competes with the Lessee's Business; and

(c) any potential trading figures, foot traffic or custom within the Centre.

8.3 Operation of Lessee's Business(a) The Lessee must keep the Premises fully stocked and staffed, and

operate the Lessee's Business with due diligence and efficiency and in a proper and businesslike manner.

(b) The Lessee must keep the Premises open for business for the Lessee's Trading Hours (where permitted by law) during the Term and any holding over period. The Lessee is not required to trade where it is unable to do so because of strikes, lockouts and other reasons beyond the control of the Lessee.

(c) Where the Lessee does not comply with clause 8.3 the Lessor may claim liquidated damages (in addition to the payment of the Base Rent) equivalent to half of the Base Rent for each day that the Lessee is in default. DN

(d) The Lessee must not open the Premises for trade at any time outside the Lessee's Trading Hours without the Lessor's prior approval.

8.4 AccessSubject to the terms of this lease, the Lessee is entitled to access to and use of the Premises and the Common Areas for the period each day commencing one hour before and ending one hour after the Core Trading Hours

8.5 Displays, fixtures and fittings, solicitationThe Lessee must:

(a) install and maintain adequate displays in the windows of the Premises and keep the displays well lit;

(b) keep the Premises fitted out with machinery, fixtures and fittings (which must be new unless the Lessor's consent is obtained) required to adequately carry on the Permitted Use;

(c) keep the displays, machinery, fixtures and fittings in good repair and condition; and

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(d) not display goods or merchandise outside the Premises or solicit business within the Centre without the Lessor's consent.

8.6 Signage(a) The Lessee must not without the Lessor's consent, erect or display any

sign, advertisement, notice or anything similar ("sign") on the outside of the Premises or anywhere that can be seen from outside the Premises, or change any sign without the Lessor's approval which will not be unreasonably withheld where:

(i) the sign contains only the trading name of the Lessee, the description of the Lessee's Business and the logo of the Lessee's name or the Lessee's Business;

(ii) the sign is usual in premises used for businesses similar to the Lessee's Business; and

(iii) the sign is of a standard, quality, position, size and nature in keeping with the design and nature of the Centre.

(b) The Lessor may enter the Premises and remove any sign which does not comply with this clause.

8.7 Lessee's trading name(a) The Lessee will carry on business in the Premises under the name

shown in Item 13 of the Reference Schedule or under such other name as approved in writing by the Lessor, such approval not to be unreasonably withheld.

(b) The Lessee warrants to the Lessor that the name which is shown in Item 13 of the Reference Schedule has been registered in accordance with the Business Names Registration Act 2011 (Cth) and that it otherwise complies with the Business Names Registration Regulations 2011 (Cth) and any other requirement of the Australian Securities and Investments Commission from time to time.

(c) If the Lessor requires a copy of the registered certificate of business name, the Lessee agrees to provide a copy to the Lessor within 7 days of that request.

8.8 Prohibited usesThe Lessee must not use the Premises for:

(a) residential purposes; or

(b) storage, warehousing, office or clerical purposes except to the extent necessary for conducting the Lessee's Business from the Premises.

9 INSURANCE9.1 Lessee must insure

During the Term and any holding over period the Lessee must keep current in connection with the Premises and the Lessee's Property:

(a) public risk insurance for at least the amount in Item 14 (or any other amount the Lessor reasonably requires) for each claim;

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(b) plate glass insurance against usual risks;

(c) all risks insurance in respect of the Lessee's Property for its full replacement value; and

(d) other insurances required by law or which the Lessor reasonably requires for at least the amounts the Lessor reasonably requires.

9.2 Requirements for policiesEach policy the Lessee takes out under this clause 9 must:

(a) be with an insurer and on terms approved by the Lessor;

(b) be in the name of the Lessee and note the interest of the Lessor and of any other person the Lessor requires;

(c) have no limit on the number of claims that can be made under it;

(d) cover events occurring during the policy's currency regardless of when claims are made; and

(e) note that despite any similar insurances of the Lessor, the Lessee's policies will be primary policies.

9.3 Evidence of insuranceOn or before the Commencement Date, the Lessee must give the Lessor certificates evidencing the currency of the policies the Lessee has taken out under this clause 9. Throughout the Term and any holding over period, in connection with policies it takes out under this clause 9, the Lessee must:

(a) pay each premium at least 7 days before it is due for payment;

(b) give the Lessor certificates of currency each year when the policies are renewed and at other times if the Lessor asks;

(c) not allow any insurance to lapse or vary or cancel it without the Lessor's consent; and

(d) notify the Lessor immediately if a policy is cancelled or if an event occurs which could prejudice or give rise to a claim under a policy.

9.4 Insurances affected(a) The Lessee must not do anything which could:

(i) prejudice any insurance of the Premises, the Centre or the Building or property in them; or

(ii) increase the premium for that insurance, without the Lessor's consent.

(b) If the Lessee does anything that increases the premium of any insurance the Lessor has in connection with the Building or the Centre, the Lessee must pay the amount of that increase to the Lessor on demand.

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10 REPAIR AND LESSEE’S WORKS10.1 Repair

(a) The Lessee must keep the Premises, the Lessee's Property and any Services situated within the Premises or which exclusively service the Premises in good repair.

(b) If the Lessor asks the Lessee to do so, the Lessee must promptly repair damage to the Centre to the extent that it is caused or contributed to by the act, omission, negligence or default of the Lessee or the Lessee's Employees.

10.2 Maintain and replaceThe Lessee must maintain and repair or replace items in or attached to the Premises which are damaged or worn with items of the same or similar quality to those in use when they were last replaced with the Lessor's approval, or if they have not been so replaced, to those in use at the Commencement Date.

10.3 Lessee's works DN(a) The Lessee must not carry out works to the Premises (including those

it is required to do under this clause 10) without the Lessor's approval. The Lessor may impose conditions if it gives its approval (including what works are to remain, what are to be removed and what are to be reinstated and to what condition when the Lessee vacates the Premises).

(b) Where the works include hanging any items from the ceiling of the Premises or structural works in relation to the Premises (including stairways, suspended floors, and the installation of other structures) the Lessee must provide the Lessor with engineering certificates from an engineer approved by the Lessor confirming the structural integrity of the design and the completed works.

(c) The Lessee must not begin to carry out works until it has satisfied the Lessor that all insurances required by law or that the Lessor reasonably requires are in place.

(d) The Lessee must carry out works (including those it is required to do under this clause 10):

(i) in a proper and workmanlike manner;

(ii) in accordance with:

(A) conditions imposed by the Lessor when giving approval and the Lessor's reasonable requirements and directions including any fitout guide or other documentation produced by the Lessor;

(B) any plans, specifications and schedule of finishes approved by the Lessor (who must not unreasonably withhold its approval); and

(C) all laws and the requirements of authorities;

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(iii) subject to clause 10.6, with contractors approved by the Lessor (who must not unreasonably withhold its approval); and

(iv) without disturbing others.

(e) The works must be supervised by the Lessor's architect or other nominated consultant, and the Lessee must pay or reimburse the Lessor on demand for all expenses or costs reasonably incurred or charged in connection with the supervision.

(f) The Lessee will pay to the Lessor or the Lessor's agents or contractors the cost of any structural, mechanical, electrical or other work done or to be done by the Lessor or the Lessor's contractors to the Centre or the Premises as a result of the Lessee's works either before or after the Commencement Date.

(g) The parties agree that any conditions imposed by the Lessor pursuant to clause 10.3(a) requiring the works carried out by the Lessee to remain when the Lessee vacates the Premises are deemed Fixtures for the purposes of the PPS Act.

(h) The Lessee must:

(i) report to the Lessor any safety incidents occurring during the works; and

(ii) rectify any safety breaches notified by the Lessor.

10.4 Structural workDespite the other provisions of this clause 10, the Lessee need not carry out structural work to the Premises or the Centre unless that work is required because of the Lessee's use or occupation of the Premises or the act, omission, negligence or default of the Lessee or the Lessee's Employees.

10.5 Plate glass and signsThe Lessee must promptly at its expense repair or replace any broken or damaged glass and signs in the Premises.

10.6 Health Safety and Environment(a) In this clause 10.6:

(i) “Construction Project” has the meaning given to that term under the WH&S Act and the WH&S Regulation.

(ii) “WH&S Act” means the Work Health and Safety Act 2011 (NSW).

(iii) “WH&S Regulation” means the Work Health and Safety Regulations 2011 (NSW).

(iv) “Principal Contractor” has the meaning given to that term under the WH&S Act and the WH&S Regulation.

(b) If the Lessee carries out works to the Premises during the Term and those works are a Construction Project, the Lessee acknowledges that it will be the Principal Contractor unless it appoints a Principal Contractor.

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(c) As Principal Contractor, the Lessee agrees to comply with its obligations and duties under the WH&S Act and the WH&S Regulation, including, but not limited to, the duties and obligations under Chapter 6 of the WH&S Regulation.

(d) If the Lessee appoints a Principal Contractor, the Lessee must ensure that the Principal Contractor complies with its obligations and duties under the WH&S Act and the WH&S Regulation, including, but not limited to, the duties and obligations under Chapter 6 of the WH&S Regulation.

(e) Indemnity

To the extent not prohibited by law, the Lessee indemnifies the Lessor and the Responsible Entity (as defined in clause 26) against any damage, expense, loss or liability suffered or incurred by the Lessor and the Responsible Entity arising out of or in connection with the failure by the Lessee to comply with clause 10.6(b) to 10.6(d).

11 CLEANINGThe Lessee must:

(a) keep the Premises thoroughly clean and tidy and free of vermin, insects and other pests;

(b) comply with the Lessor's directions about rubbish removal and recycling; and

(c) not cause the Common Areas or any other part of the Centre to be left in an untidy or unclean condition.

12 LESSEE’S RIGHTS AND ADDITIONAL OBLIGATIONS

12.1 Quiet enjoyment and Common Areas(a) Subject to the Lessor's rights and to the Lessee complying with the

Lessee's obligations under this lease, the Lessee may occupy the Premises during the Term without interference by the Lessor. DN

(b) Subject to this lease and the Rules, the Lessee and the Lessee's Employees may use the Common Areas for the purposes for which they are intended.

12.2 Car parks(a) The Lessee's customers may use the car parks within the Centre for

parking motor vehicles. The Lessor may charge a fee for use of the car parks or vary any fee charged from time to time.

(b) The Lessee and the Lessee's Employees must not use the car parks within the Centre. The Lessee must within 7 days of a request from the Lessor, provide the Lessor with the make and registration number of any motor vehicles used by the Lessee and the Lessee's Employees.

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12.3 Compensation(a) Notwithstanding any other provision of this lease (either express or

implied, including under section 34 of the Act), the Lessee is not entitled to compensation under this lease, section 34 of the Act or at law in connection with any occurrence, where the likelihood of the occurrence was specifically drawn to the attention of the Lessee in writing before this lease was entered into. DN

(b) Written notice of the likelihood of an occurrence includes any notice contained in this Lease, the Disclosure Statement and/or any other written statement made by the Lessor to the Lessee prior to entering into this Lease.

12.4 Environmental Laws(a) The Lessee must, in relation to the Premises or the Centre:

(i) comply with Environmental Laws;

(ii) do all things necessary to prevent a breach of any Environmental Law; and

(iii) promptly notify the Lessor of any breach of any Environmental Law and of details of notices received by or proceedings commenced under an Environmental Law:

(A) relating to a breach or alleged breach of an Environmental Law; or

(B) requiring any works to be carried out in relation to the Premises or the Centre or any land adjoining the Centre.

(b) The Lessee indemnifies the Lessor against any liability or loss which the Lessor may incur arising directly or indirectly from any breach of any Environmental Laws in respect of the Premises except to the extent that such liability or loss:

(i) is or was caused by the Lessor; or

(ii) existed before the Commencement Date; or

(iii) was caused by an event which occurred before the Commencement Date.

(c) The Lessor will promptly notify the Lessee of the introduction of any Environmental Laws that the Lessee may be obliged to comply with throughout the term of the Lease.

12.5 Environmental initiatives(a) The Lessor may introduce environmental initiatives to improve the

environmental performance of the Centre. Such initiatives may include:

(i) energy monitoring (minimum quarterly) and energy consumption reduction targets;

(ii) waste reduction/recycling monitoring (minimum quarterly) and landfill disposal reduction targets;

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(iii) water monitoring (minimum quarterly) and water consumption reduction targets;

(iv) the use of cleaning products that have a low environmental impact; and

(v) the procurement of consumables such as paints, light fittings, ceiling tiles and flooring that have a low environmental impact.

(b) The Lessor will consult with the Lessee before introducing any such initiative and any such initiative must not unreasonably affect the Lessee’s Business or daily operation.

(c) The Lessee will endeavour to introduce the same or similar initiatives to the Lessee’s Business and the Premises if requested by the Lessor with both parties acting reasonably at all times.

(d) The Lessee must:

(i) take all reasonable steps to reduce energy consumption within the Premises including ensuring that lights and equipment are turned off in the Premises when not required as part of the Lessee’s business operations;

(ii) must use reasonable endeavours to minimise unnecessary water consumption in the Premises during the Term;

(iii) in good faith, co-operate with the Lessor, and comply with the Lessor’s reasonable directions in relation to waste management and recycling matters involving the Premises;

(iv) utilise to the full extent practicable any recycling facilities provided by the Lessor on the Land; and

(v) comply with any Waste and Recycling Management Plan which applies to the Centre from time to time.

12.6 FitoutWhen doing any works to the Premises, the Lessee must have regard to:

(a) the use of existing fitout and building materials in preference to new materials;

(b) the use of recycled or recyclable fitout and building materials in preference to new or non-recyclable materials;

(c) the use of fitout and building materials that have a low embodied energy and green house gas emission content and zero ozone depleting potential;

(d) the use only of materials that are non-toxic to humans and the environment and have low allergenic characteristics; and

(e) recycling at least 60% of construction waste created from the Lessee’s works.

12.7 Additional obligations(a) The Lessee must:

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(i) subject to clause 10.4, comply on time with all laws and the requirements of authorities in connection with the Premises, the Lessee's Business, the Lessee's Property and the Lessee's use and occupation of the Premises;

(ii) hold all licences and permits required to carry on the Lessee's Business;

(iii) comply with the Rules and the Lessor's requirements in connection with the Centre (such as security and emergency procedures, the non smoking policy, procedures for delivering and transporting goods and occupational health and safety procedures);

(iv) inform the Lessor of damage or risk to the Centre or the Premises or their use, or of a fault in a Service as soon as the Lessee becomes aware of it;

(v) use the Services only for their designated use;

(vi) in connection with the air conditioning plant and equipment referred to in clause 5.8(c), enter into and keep current service contracts on terms and with contractors approved by the Lessor (who must not unreasonably withhold its approval) and give the Lessor copies of these contracts as soon as the Lessor asks for them;

(vii) observe the maximum load weights throughout the Centre;

(viii) do everything the Lessor reasonably requires to enable a person having an estate or interest in the Premises superior to or concurrent with the Lessor to exercise that person's or the Lessor's rights under this lease; and

(ix) do everything the Lessor reasonably requires to give full effect to this lease including to allow the Lessor to exercise its rights under this lease.

(b) The Lessee must not do anything:

(i) on the Land that the Lessor reasonably considers is dangerous, annoying, offensive, immoral or illegal;

(ii) that contaminates or pollutes the Land or its environment;

(iii) that interferes with, obstructs access to, damages or overloads the Services or the Centre's other facilities including the Common Areas; or

(iv) in the Premises, which can be heard, seen, smelt or felt from outside the Premises.

(c) The Lessee must not:

(i) without the Lessor's consent, keep or use inflammable, volatile or explosive materials on the Premises;

(ii) damage or destroy anything on the Land or within the Centre;

(iii) operate in or near the Premises any entertainment or vending machine without the Lessor's consent;

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(iv) install any radio or television aerial, loud speakers, screens or similar equipment or use any sound system, television or other media equipment in or about the Premises without the Lessor's consent; or

(v) alter the Lessor's Property or remove it from the Premises without the Lessor's consent.

12.8 CauseIf this lease says that the Lessee must not do something, then the Lessee must not do anything which could result in that thing happening.

12.9 Lessee's EmployeesThe Lessee must ensure that the Lessee's Employees comply, if appropriate, with the Lessee's obligations under this lease.

13 LESSOR’S RIGHTS AND ADDITIONAL OBLIGATIONS

13.1 Right to enter(a) The Lessor may enter the Premises after giving the Lessee reasonable

notice:

(i) to see the state of repair of the Premises and to see if the Lessee is complying with its obligations under this lease;

(ii) to do repairs to the Premises or the Centre or other works which cannot reasonably be done unless the Lessor enters the Premises; DN

(iii) to do anything the Lessor must or may do under this lease or must do under any law or to satisfy the requirements of any authority;

(iv) to show prospective purchasers through the Premises; and

(v) to show prospective lessees through the Premises during the last 6 months of the Term and during any holding over period.

(b) The Lessor may enter the Premises at any time without notice and remain in them for as long as necessary if there is an emergency.

13.2 EmergenciesIn an emergency the Lessor may, for as long as is reasonably necessary in the circumstances:

(a) close the Centre;

(b) prevent the Lessee and the Lessee's Employees from entering the Centre, the Building or the Premises; and

(c) require the Lessee and the Lessee's Employees to leave and stay out of the Centre or the Building.

13.3 Exercise of rightsThe Lessor may:

ACP Retail Lease (New South Wales) page 28

(a) enforce its rights against the Lessee whether or not it enforces them against other lessees or occupiers;

(b) refrain from enforcing the Lessor's rights against other lessees or occupiers who are interfering with the Lessee's use and occupation of the Premises; and

(c) appoint agents or others to exercise any of its rights or comply with any of its obligations under this lease.

13.4 Services, works and restrictionsIf the Lessor takes reasonable steps to minimise interference with the Lessee's Business (which steps need not be taken in an emergency) and provides any notice required under the Act, the Lessor may: DN

(a) install, operate, use, maintain, repair, alter, remove, replace and temporarily interrupt Services both inside and outside the Premises;

(b) carry out works on the Centre (including excavations, demolition, refurbishment and redevelopment);

(c) close or use the Common Areas; and

(d) restrict access to loading docks, pick up and delivery areas and parking areas.

13.5 Right to deal with Land(a) The Lessor may subdivide the Land (including by strata or stratum

subdivision) and grant easements and other rights over it if this does not substantially and permanently affect the Lessee's Business.

(b) If another person becomes Lessor, the Lessor is released from its obligations under this lease arising after it is no longer the Lessor. The Lessor may require the Lessee to sign, and the Lessee must sign, whatever documents in connection with this lease the new Lessor may reasonably require to give the new Lessor a contractual relationship with the Lessee.

13.6 Right to deal with Centre and Common Areas(a) The Common Areas are subject to the exclusive control and

management of the Lessor.

(b) The Lessor may:

(i) erect, maintain, remove or operate any kiosks, signs, seats, landscaping, buildings, structures or other improvements within the Common Areas; and DN

(ii) grant any person a licence or right to use any part of the Common Areas and any improvements or structures within the Common Areas either exclusively or with others on terms and conditions the Lessor considers appropriate.

13.7 Alterations and additions to CentreThe Lessor may enlarge, vary, redevelop, reduce or refurbish the Centre including any Common Areas (provided it gives any notice required under the Act) and dispose of or acquire land in relation to the Centre. DN

ACP Retail Lease (New South Wales) page 29

13.8 External walls and roofThe Lessor may use and deal with the external walls and roof of the Building for any purpose.

13.9 Right to rectifyThe Lessor may do anything which the Lessee should have done under this lease but which the Lessee has not done or which the Lessor reasonably considers the Lessee has not done properly at the Lessee's cost.

13.10 Other rightsThe Lessor may:

(a) subject to the Act, change the Core Trading Hours;

(b) subject to clause 13.2, exclude or remove any person from the Centre or the Building other than the Lessee;

(c) install and use a public address, music system or other equipment in the Common Areas;

(d) change the direction or flow of pedestrian or vehicular traffic in, out of or through the Centre;

(e) name or change the name of the Centre, adopt or change a logo or erect signs or change signs on or in the Centre; and

(f) make, change, suspend or revoke Rules, if this does not materially detract from the Lessee's rights under this lease.

13.11 Obligations(a) The Lessor must take reasonable action to keep:

(i) the Centre open to the public and Services available to the Premises during Core Trading Hours;

(ii) those parts of the Centre necessary to allow the Lessee to trade, open to the Lessee and Services available outside Core Trading Hours if the Lessor agrees to do so and the Lessee complies with its obligations under clause 5.6(a); and

(iii) the Common Areas clean.

(b) Subject to the Act, the Lessee must not claim damages or compensation or reduce payments under or terminate this lease because:

(i) a Service breaks down, is not available or is interrupted;

(ii) any part of the Lessor's Property breaks down; or

(iii) the Common Areas are not clean.

14 TRANSFERRING, SUBLETTING, CHARGING14.1 No dealing

The Lessee must not license (which includes granting franchises or licences to do business on the Premises) or part with possession of the Premises or

ACP Retail Lease (New South Wales) page 30

deal with its interest in the Premises or this lease in any way except in accordance with this clause 14.

14.2 Transfer DNThe Lessee may only transfer its interest in this lease provided:

may only transfer its interest in this lease provided:

(a) any default by the Lessee under this lease or any other document related to this lease has been remedied by the Lessee or waived by the Lessor;

(b) the Lessee satisfies the Lessor that the proposed new lessee:

(i) is financially sound and capable of complying with the Lessee's obligations to pay money under this lease;

(ii) is respectable and unlikely to cause a security risk to the Centre;

(iii) does not propose to use the Premises for any purpose other than the Permitted Use; and

(iv) has superior or equivalent financial resources and retailing abilities to the Lessee in respect of the Permitted Use;

(c) the Lessee and the proposed new lessee enter into a deed with the Lessor in a form reasonably required by the Lessor including:

(i) a promise by the proposed new lessee to be bound by this lease as if the proposed new lessee was the Lessee;

(ii) an acknowledgement by the Lessee that it is bound to comply with this lease despite the transfer to the new lessee; and

(iii) a release of the Lessor by the Lessee from the Lessor's obligations to the Lessee on and from the date the transfer takes place; DN

(d) the proposed new lessee gives any bank guarantee or guarantee and indemnity by a third person(s) or other security that the Lessor reasonably requires; and

(e) the Lessee and the proposed new lessee have complied with all the Lessor's other requirements in connection with the proposed transfer.

14.3 Change in control. (a) In this clause 14.3 “voting power” has the same meaning as in section

610 of the Corporations Act 2001 (Cth).

(b) If the Lessee is a corporation and there is a proposal that:

(i) a person or group of persons cease to have voting power of at least 50% in the Lessee or any parent or holding company of the Lessee; or

(ii) a person or group of persons who on the date the Lessee became the Lessee did not have voting power of more than 50% in the Lessee or any parent or holding company of the Lessee are to have voting power of more than 50% in the Lessee or any parent or holding company of the Lessee,

ACP Retail Lease (New South Wales) page 31

(c) then clause 14.2 applies to the proposed change as if it were an assignment of this lease except to the extent that the company to which the proposal relates is listed on a recognised stock exchange.

14.4 No sublettingThe Lessee must not sublet the whole or any part of the Premises.

14.5 No charging of this leaseThe Lessee must not charge the Lessee’s interest in this lease.

14.6 Requirements reasonableThe Lessee acknowledges that the Lessor's requirements in connection with the Lessee's dealings with this lease, the Premises and the Lessee's Property referred to in this clause 14 are reasonable.

15 DESTRUCTION OF OR DAMAGE TO CENTRE OR PREMISES

15.1 Termination for destruction or damage DN(a) If the Premises or the Building is damaged and the Lessor gives the

Lessee a notice that the Lessor considers that the damage is such as to make its repair impractical or undesirable, the Lessor or the Lessee may terminate this lease by giving not less than 7 days notice to the other.

(b) If the Premises or the Building is damaged and the Lessor fails to repair the damage within a reasonable time after the Lessee requests the Lessor in writing to do so, the Lessee may terminate this lease by giving not less than 7 days notice to the Lessor.

(c) If the Building or the Centre is substantially damaged, even if the Lessee has access to the Premises and can occupy and use them, the Lessor may give the Lessee a notice terminating this lease on a date that is at least 1 month after the Lessor gives the notice.

15.2 Rent Abatement of Premises unusableIf the Centre or Premises are damaged to the extent that the Premises cannot be used or are inaccessible, the Lessee is not liable to pay any instalments of Base Rent, Lessee’s Contribution or Promotion Levy for the period that the Premises cannot be used or are inaccessible. This clause 15.2 does not affect the Lessee’s obligation to pay any amounts for periods prior to the damage occurring.

15.3 Rent abatement if Premises useableIf the Premises are useable but the Lessee’s ability to trade from the Premises is diminished due to damage to the Premises, the Lessee’s liability to pay instalments of Base Rent, Lessee’s Contribution and Promotion Levy is reduced in proportion to the reduction in usability as a result of the damage.

ACP Retail Lease (New South Wales) page 32

15.4 Limitation on Lessee’s RightsThe Lessee is not entitled to any rent abatement under clause 15.2 or 15.3, or to terminate this lease under clause 15.1 if:

(a) the damage was caused or contributed to by the Lessee;

(b) the damage is to the Lessee’s fixtures and fittings, furnishings or stock located within the Premises; or

(c) because of the act, negligence or default of the Lessee, rights under an insurance policy in connection with the Centre are prejudiced or a policy is cancelled or payment of a claim is refused.

15.5 No claim on terminationSubject to clause 17.2, neither party may take action against or claim damages or compensation from the other because this lease is terminated under this clause 15.

15.6 No obligation to rebuild or repairThe Lessor is not obliged by this clause 15 to rebuild or repair the Centre, the Building or the Premises.

16 DEFAULT16.1 Essential terms

The essential terms of this lease include each of the Lessee's obligations:

(a) to pay money;

(b) to give and maintain the Bank Guarantee and the Guarantor's guarantee and indemnity; and

(c) under clauses 8 (Use), 9 (Insurance), 10 (Repair and Lessee's works), 11 (Cleaning) and 14 (Transferring, sub letting, charging). DN

(d) Other obligations under this lease may also be essential.

16.2 Termination DNThe Lessee is in default under this lease and the Lessor may terminate this lease if:

(a) the Lessee or any Guarantor being a corporation:

(i) goes into liquidation or provisional liquidation or an application is made for it to be wound up;

(ii) has a receiver, manager, receiver and manager, administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth)) or similar officer appointed to it or any of its assets;

(iii) makes an assignment for the benefit of or enters into an arrangement or composition with its creditors; or

(iv) is insolvent or presumed insolvent under the Corporations Act 2001 (Cth) or stops payment of any of its debts;

(b) anything occurs under the law of any applicable jurisdiction in connection with the Lessee (other than under the Bankruptcy Act 1966

ACP Retail Lease (New South Wales) page 33

(Cth)) or in connection with any Guarantor, having a substantially similar effect to the events specified in clause 16.2(a);

(c) a judgment for an amount equal to not less than 3 months of Base Rent is entered against the Lessee and is not satisfied, compromised to the satisfaction of the judgment creditor or stayed within 7 days of its entry;

(d) a bankruptcy notice is served on the Lessee and is not satisfied, compromised with the creditor or stayed within 13 days after the notice is served;

(e) any Guarantor becomes bankrupt or commits an act of bankruptcy or executes a deed of assignment or a deed of arrangement under the Bankruptcy Act 1966 (Cth);

(f) any Guarantor's obligations under the guarantee and indemnity are terminated;

(g) any Guarantor refuses to be bound by the guarantee and indemnity; or

(h) the Lessee does not comply with an obligation of the Lessee under this lease.

16.3 Notice of termination RentBefore the Lessor terminates this lease under clause 16.2(h) for a failure to pay Base or Percentage Rent, the Lessor must give the Lessee notice of the default. If the Lessee does not pay the Base or Percentage Rent within 7 days of the notice being given, or any longer period the Lessor specifies, the Lessor may terminate this lease. DN

17 INDEMNITIES AND RELEASES17.1 Risk

The Lessee occupies and uses the Premises and enters the Centre at its own risk. The Lessee has satisfied itself that the Centre and the Premises are sufficient for the Lessee's purposes.

17.2 Indemnity DNThe Lessee is liable for and indemnifies the Lessor against any liability, loss, claim, damages, costs and expenses arising from or incurred in connection with:

(a) anything (including damage, loss, injury and death) caused or contributed to by the act, omission, negligence or default of the Lessee or the Lessee's Employees;

(b) anything occurring on the Premises, originating on the Premises or coming from the Premises however it is caused;

(c) the Lessor exercising its rights under clause 13.9;

(d) the Lessee's default under this lease; and

(e) the termination of this lease, if this lease is terminated:

(i) because of the Lessee's default;

ACP Retail Lease (New South Wales) page 34

(ii) because of the Lessee's repudiation of this lease; or

(iii) under clause 15 where:

(A) an insurer refuses to pay a claim because of;

(B) any insurance in connection with the Centre is prejudiced because of; or

(C) the destruction or damage is caused or contributed to by,

(f) the act, omission, negligence or default of the Lessee or the Lessee's Employees, including the Lessor's loss of the benefit of the Lessee complying with the Lessee's obligations under this lease from the date this lease is terminated or repudiated until the Termination Date.

17.3 Continuing indemnityEach indemnity by the Lessee in this lease is a continuing obligation, separate and independent from the Lessee's other obligations and survives termination or expiry of this lease. It is not necessary for the Lessor to incur expenses or to make any payment before enforcing a right of indemnity conferred by this lease.

17.4 ReleaseSubject to the Act, the Lessee releases the Lessor from and agrees that the Lessor is not liable for any liability, loss, claim, damages, costs and expenses arising from or incurred in connection with:

(a) anything (including damage, loss, injury and death) unless it is caused by the Lessor's negligence or wilful default;

(b) the Lessor doing anything the Lessor is permitted or obliged to do under this lease;

(c) a Service malfunctioning, not being available, or being interrupted or broken down, any part of the Lessor's Property being broken down or the Common Areas not being clean; and

(d) the exercise by the Lessor of its rights under clause 13.6 and clause 13.7 of this lease.

17.5 CostsThe costs and expenses referred to in this clause 17 include legal fees, costs and disbursements on the higher of a full indemnity basis and a solicitor and own client basis, whether incurred by or awarded against the Lessor.

18 REPRESENTATIONS AND WARRANTIES(a) The Lessee represents and warrants in connection with this lease that:

(i) it has power to enter into and comply with its obligations;

(ii) it will not hold its interest as a trustee;

(iii) in entering into this lease it relies on its own enquiries and not on any representation, warranty or other inducement by or on behalf of the Lessor except as expressly set out in this lease; and

ACP Retail Lease (New South Wales) page 35

(iv) all information it has given the Lessor is accurate and it has not omitted to give the Lessor any information which the Lessor might reasonably expect the Lessee to give.

(b) The Lessor may rely on each of the Lessee's representations and warranties being true until this lease expires or is terminated (whichever is the earlier).

19 HOLDING OVERIf the Lessor has not granted the Lessee a new lease of the Premises and the Lessee continues to occupy the Premises after the Termination Date with the Lessor's consent in writing, the Lessee occupies the Premises under a monthly tenancy:

(a) which either party may terminate on one month's notice ending on any day; and

(b) which is on the same terms (including as to payment of the Base Rent Lessee's Contribution, Promotion Levy and Percentage Rent) as this lease (with any changes appropriate to a monthly tenancy) and with a monthly rent that is the sum of one twelfth of the Base Rent immediately prior to the Termination Date (disregarding any abatement or reduction. DN

20 LESSEE'S OBLIGATIONS AT END OF LEASE DN(a) Subject to clause 20(b), on the earlier of the Termination Date and the

date this lease ends, the Lessee must leave the Premises and give them back to the Lessor in the condition in which the Lessee must maintain them under this lease.

(b) On or before the day the Lessee must leave the Premises, the Lessee must:

(i) subject to clause 20(c), remove the Lessee's Property from the Premises;

(ii) remove the Lessor's Property with the exception of those items which the Lessor directs should remain on the Premises. The Lessee must deal with that part of the Lessor's Property which is removed in the way the Lessor reasonably directs. Ownership to the Lessor's Property will remain with the Lessor;

(iii) subject to this clause 20, return the Premises to a Basic Shell;

(iv) repair any damage to the Premises or the Building caused by the works referred to in this clause 20(b) including the covering over and repairing any floors, walls and ceilings following those works; and

(v) clean and prepare all surfaces to be finished; and

(vi) paint (with at least 2 coats) or wall paper, stain, varnish or polish each surface according to the previous treatment of that surface.

(c) The Lessee must not remove:

ACP Retail Lease (New South Wales) page 36

(i) Lessee's Property which as a condition for giving consent to works the Lessor has said cannot be removed;

(ii) Lessee's Property which is part of structural works the Lessee has done to the Premises unless the Lessor gives the Lessee a notice to remove it; or

(iii) the shop front of the Premises (whether installed by the Lessor or the Lessee) unless the Lessor gives the Lessee a notice to remove it. Any shop front the Lessor does not require the Lessee to remove becomes the property of the Lessor.

(d) The parties agree that any of the Lessee’s Property not required to be removed pursuant to clause 20(c) are deemed to be Fixtures for the purpose of the PPS Act.

(e) If the Lessee does not remove the Lessee's Property and undertake the other works required in accordance with this clause 20, the Lessor may (without limitation):

(i) treat the Lessee's Property as abandoned, in which case it becomes the property of the Lessor and the Lessor may deal with it in any way it sees fit at the Lessee's expense; or

(ii) undertake the works on behalf of the Lessee at the Lessee's expense.

(f) Clause 10.3 applies in respect of any works conducted under this clause 20;

(g) The Lessee must continue to pay the Lessor the Base Rent, the Percentage Rent, the Lessee's Contribution and the Promotion Levy until:

(i) the works required under this clause 20 have been completed; or

(ii) all other works have been completed with the exception of the removal of the Lessee's Property and the Lessor has elected to treat the Lessee's Property as abandoned;

whichever happens last.

21 LESSOR’S RIGHT TO RELOCATE21.1 Relocation DN

The Lessor may require the Lessee to relocate at any time during the Term provided the Lessor:

(a) gives the Lessee details of a proposed refurbishment, redevelopment or extension sufficient to indicate a genuine proposal that is to be carried out within a reasonably practicable time after relocation of the Lessee's Business and that cannot be carried out practicably without vacant possession of the Premises; and

(b) gives to the Lessee at least 3 months written notice of relocation (“Relocation Notice”) and that notice gives details of an alternative premises to be made available to the Lessee within the Centre.

ACP Retail Lease (New South Wales) page 37

21.2 New leaseThe Lessee is entitled to be offered a new lease of the alternative premises on the same terms and conditions as this lease except that the Term of the new lease is to be for the remainder of the Term of this lease. The Base Rent for the alternative premises is to be the same as the Base Rent for the Premises, adjusted to take into account the difference in the commercial values of the Premises and the alternative premises at the time of relocation.

21.3 Termination by LesseeIf a Relocation Notice is given to the Lessee, the Lessee may terminate this lease within 1 month after the Relocation Notice is given by giving written notice of termination to the Lessor, in which case this lease is terminated 3 months after the Relocation Notice was given unless the parties agree that it is to terminate at some other time, and that date is the “Relocation Termination Date” for the purposes of this clause 21.

21.4 Deemed acceptanceIf the Lessee does not give a notice of termination as referred to in clause 21.3, the Lessee is taken to have accepted the offer of a lease as referred to in clause 21.2, unless the parties have agreed to a lease on some other terms.

21.5 Termination of leaseWhere the Lessor has given a valid Relocation Notice and the Lessee has not terminated this lease under clause 21.3, this lease terminates on the later of:

(a) the date 3 months after the Relocation Notice was given; and

(b) the date of relocation specified in the Relocation Notice,

and that date is the Relocation Termination Date for the purposes of this clause 21.

21.6 Surrender and vacant possessionThe Lessee must:

(a) execute and deliver a surrender of this lease (effective from the Relocation Termination Date) to the Lessor; and

(b) vacate the Premises,

on or before the Relocation Termination Date.

21.7 New lease executionWhere the Lessee accepts or is deemed to accept the offer of a lease referred to in clause 21.2 the Lessee must execute (and ensure any Guarantor executes) the new lease within 14 days of the Lessor submitting the new lease to the Lessee.

21.8 Relocation costsThe Lessee is entitled to payment by the Lessor of the Lessee’s reasonable costs actually incurred by the Lessee in relocating the Lessee’s business to the alternate premises (as agreed by the Lessor and the Lessee), including but not limited to:

ACP Retail Lease (New South Wales) page 38

(a) costs incurred by the Lessee in dismantling fittings, equipment or services from the Premises;

(b) costs incurred by the Lessee in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing immediately prior to the relocation pursuant to this clause 21, but only to the extent that those items are reasonably required in the alternative premises; and

(c) the Lessee’s legal costs.

within fourteen (14) days of the Lessee delivering to the Lessor invoices for the reasonable costs so incurred.

21.9 Determination if Relocation Costs disputed(a) If the Lessor does not within 28 days agree as to the amount to be paid

by the Lessor in accordance with clause 21.8 then the Lessor may give the Lessee a notice stating that the Lessor disputes the Lessee’s invoices provided in accordance with Clause 21.8 (the Relocation Dispute Notice) and the Lessor and the Lessee must appoint a Quantity Surveyor to determine the Lessee’s relocation costs.

(b) The Lessor and the Lessee must within a reasonable time, provide the Quantity Surveyor with any information the Quantity Surveyor may reasonably require to make a determination of the amount to be paid by the Lessor.

(c) The Quantity Surveyor must give the determination to the parties, in writing with reasons within one month of appointment or within one month of receiving the information required to be supplied by the Lessee.

(d) If no application is made to the Tribunal in accordance with clause 21.10(a), the Quantity Surveyor’s determination is final and binding on the Lessor and the Lessee and is the amount payable in accordance with Clause 21.8.

(e) Each party must pay one half of the costs of the Quantity Surveyor.

Definitions

In this clause 21 unless the context requires otherwise:

“Quantity Surveyor” means a quantity surveyor:

(f) appointed by agreement between the parties; or

(g) failing agreement, appointed by the President of the Australian Institute of Quantity Surveyors.

21.10 Determination if Quantity Surveyor’s decision disputed(a) Either the Lessor or the Lessee may, within 21 days after receiving a

copy of the Quantity Surveyor’s determination, apply to the Tribunal for the appointment of two (2) Quantity Surveyors to conduct a review of the determination of the Quantity Surveyor made pursuant to Clause 21.9(c) (“Original Costs Determination”).

(b) The Quantity Surveyors appointed may conduct the review and either:

ACP Retail Lease (New South Wales) page 39

(i) affirm the Original Costs Determination; or

(ii) vary the Original Costs Determination.

(c) The Quantity Surveyors must give their review determination to the parties, in writing within one month of being notified of their appointment.

(d) If the Quantity Surveyors are unable to agree on their decision within one month of their appointment, they are taken to have affirmed the Original Costs Determination.

(e) Each party must pay one half of the costs of the Quantity Surveyors, unless the Relocation Costs are determined by the Quantity Surveyors to be the same as or within ten (10) per cent of the Original Costs Determination, in which case the party requesting the review must pay the entire cost of the review.

(f) The Quantity Surveyors’ determination is final and binding on the Lessor and the Lessee and is the amount payable in accordance with Clause 21.8.

21.11 Lessor's liabilitySubject to clause 21.8, the Lessor is not liable for any loss or damage (including economic loss) suffered by the Lessee in relation to a relocation under this clause.

21.12 Existing rightsThe provisions of this clause 21 apply without prejudice to the rights of either party in respect of any prior breach.

22 DEMOLITION DN22.1 Termination of lease for demolition etc

If the Lessor wants to demolish, substantially repair, renovate or reconstruct the Building and that work cannot be carried out practicably without vacant possession of the Premises, the Lessor may terminate this lease by giving the Lessee:

(a) sufficient details of the proposed works to indicate a genuine proposal to carry them out within a reasonably practicable time after this lease is terminated; and

(b) at least 6 months' notice of termination, unless the Term is 12 months or less in which case the notice of termination must be at least 3 months.

22.2 Termination by LesseeAfter the Lessor has given a termination notice under this clause 22, the Lessee may terminate this lease at any time within 6 months before the termination date in the Lessor's notice by giving the Lessor at least 7 days' notice of termination (unless the Term is 12 months or less in which case the Lessee may give its notice at any time within 3 months before the termination date in the Lessor's notice).

ACP Retail Lease (New South Wales) page 40

23 ACKNOWLEDGEMENTS UNDER THE RETAIL LEASES ACT 1994

23.1 Lessee's acknowledgement – Disclosure Statement DNThe Lessee acknowledges that the Lessee received a disclosure statement in the form prescribed by the Act from the Lessor at least 7 days before this lease was entered into, which it read and understood.

23.2 Lessee's acknowledgement – Retail Tenancy GuideThe Lessee acknowledges that a copy of the Retail Tenancy Guide was made available to the Lessee by the Lessor before this lease was entered into, which the Lessee read and understood.

23.3 Lessee's acknowledgement – Section 16(3) CertificateIf the Term of this lease is less than 5 years, the Lessee acknowledges that section 16 of the Act does not apply because the Lessee has delivered to the Lessor a certificate in accordance with section 16(3) of the Act.

24 GENERAL24.1 Notices

Any communication (including any notice, consent, approval, request or demand) under or in connection with this lease: DN

(a) must be in writing;

(b) must be addressed as set out in Item 18 or to the registered office recorded by the Australian Securities and Investments Commission (“ASIC”) or in the case of a Guarantor as set out in Item 17 or to its registered office (if any) as registered by ASIC (or as otherwise notified by a party to each other party from time to time);

(c) must be signed by the party making the communication or (on its behalf) by the solicitor for, or by any attorney, director, secretary, or authorised agent of, that party;

(d) must be delivered or posted by prepaid post to the address, or sent by fax to the number, of the addressee, in accordance with clause 24.1(b); and

(e) is taken to be received by the addressee:

(i) (in the case of prepaid post) on the business day (which, in this clause 24.1(e), means a day, not being a Saturday, Sunday, or public holiday in the place of receipt of the communication) that is the third business day after the date of posting to an address within Australia, and on the fifth business day after the date of posting by airmail to an address outside Australia;

(ii) (in the case of fax) at the local time (in the place of receipt of that fax) which then equates to the time at which that fax is sent as shown on the transmission report which is produced by the machine from which that fax is sent and which confirms transmission of that fax in its entirety, unless that local time is

ACP Retail Lease (New South Wales) page 41

not on a business day or is after 5.00 pm on a business day, when that communication is taken to be received at 9.00 am on the next business day; and

(iii) (in the case of delivery by hand) on delivery at the address of the addressee as provided in clause 24.1(b), unless that delivery is made on a day that is not a business day or after 5.00 pm on a business day, when that communication is taken to be received at 9.00 am on the next business day.

24.2 Governing lawThis lease is governed by and must be construed according to the laws of the Relevant State

24.3 Jurisdiction(a) Each party irrevocably submits to the non exclusive jurisdiction of the

courts of the Relevant State, and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating in any way to this lease.

(b) Each party irrevocably waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, where that venue falls within clause 24.3(a).

24.4 AmendmentsThis lease may only be varied by a deed signed by or on behalf of each of the parties.

24.5 Waiver(a) Failure to exercise or enforce or a delay in exercising or enforcing or

the partial exercise or enforcement of any right, power or remedy provided by law or under this lease by any party will not in any way preclude, or operate as a waiver of, any exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this lease.

(b) Any waiver or consent given by any party under this lease will only be effective and binding on that party if it is given or confirmed in writing by that party.

(c) No waiver of a breach of any term of this lease will operate as a waiver of another breach of that term or of a breach of any other term of this lease.

24.6 ConsentsAny consent or approval referred to in, or required under, this lease from any party may be given or withheld, or may be given subject to any conditions as that party (in its absolute discretion) thinks fit, unless this lease expressly provides otherwise.

ACP Retail Lease (New South Wales) page 42

24.7 CounterpartsThis lease may be executed in any number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the agreement of each party who has executed and delivered that counterpart.

24.8 Prior breachesRights in connection with a breach of this lease are not affected by termination or expiry of this lease.

24.9 SeveranceIf at any time any provision of this lease is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction that will not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this lease; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this lease.

24.10 Statutory provisions(a) The covenants, powers and provisions implied in leases by sections

84, 84A, 85 and 86 of the Conveyancing Act 1919 do not apply to this lease.

(b) If any of the forms of words used in the first column of Part 2 of Schedule 4 to the Conveyancing Act 1919 are used in this lease, they do not imply a covenant under section 86 of that Act.

25 SECURITY25.1 Bank Guarantee

(a) On or before the Commencement Date, the Lessee must give the Bank Guarantee to the Lessor.

(b) The Bank Guarantee must:

(i) be in the form the Lessor reasonably requires; and

(ii) not have an expiry date.

(c) If the Lessee is in default under this lease (whether or not this lease is registered), the Lessor may call on the Bank Guarantee to the extent of that default without notice to the Lessee.

(d) The Lessee must not do anything which could prevent or delay payment by the bank to the Lessor under the Bank Guarantee.

(e) If the Base Rent, the Lessee's Contribution or the Promotion Levy increases, or the Lessor receives a payment under the Bank Guarantee under clause 25.1(c), the Lessee must give the Lessor on demand an additional or replacement Bank Guarantee so that the amount of the Bank Guarantee is for the amount in Item 16.

(f) The Lessor may assign the Bank Guarantee, if it is assignable, to any person to whom it transfers the Land or assigns this lease. The Lessee

ACP Retail Lease (New South Wales) page 43

must give a replacement Bank Guarantee promptly to any person to whom the Lessor transfers the Land or assigns this lease if the Bank Guarantee is not assignable or if the Lessor, acting reasonably, requires a replacement Bank Guarantee for that person's benefit.

25.2 Guarantee and indemnity(a) In consideration of the Lessor agreeing to enter into this lease at the

Guarantor's request, the Guarantor gives the guarantee and indemnity in this clause 25.2 (Guarantee and Indemnity). The Guarantor acknowledges receipt of valuable consideration from the Lessor for the Guarantor incurring obligations and giving rights under this clause 25.2.

(b) The Guarantor acknowledges that if more than one person is identified as the Guarantor in Item 17, that expression refers to them, and the obligations of the Guarantor under this guarantee and indemnity bind them, jointly and severally.

(c) The Guarantor unconditionally and irrevocably guarantees to the Lessor that the Lessee will comply on time with the Lessee's obligations:

(i) under this lease, even if this lease is not registered or is found not to be a lease or is found to be a lease for a term less than the Term; and

(ii) in connection with the Lessee's occupation of the Premises,

including the Lessee's obligations to pay money. The Guarantor must comply with all obligations or pay all money on demand.

(d) As a separate undertaking, the Guarantor unconditionally and irrevocably indemnifies the Lessor against and agrees as principal debtor to pay to the Lessor on demand a sum equal to any liability, loss, claim, damages, costs and expenses arising from or incurred in connection with any one or more of the following:

(i) the Lessee's breach of this lease;

(ii) the Lessee's occupation of the Premises,

including a breach of the Lessee's obligations to pay money;

(iii) a representation or warranty by the Lessee in this lease being incorrect or misleading when made or at any time before this lease expires or is terminated (whichever is the earlier);

(iv) a liquidator or trustee in bankruptcy disclaiming this lease;

(v) this lease not binding the Lessee.

It is not necessary for the Lessor to incur expense or make any payment before enforcing its right of indemnity.

(e) The Guarantor must pay interest on any amount payable under this guarantee and indemnity from when the amount becomes due for payment until it is paid in full. The Guarantor must pay accumulated interest at the end of each month without demand. Interest is calculated on daily balances at the rate set out in clause 7(e).

ACP Retail Lease (New South Wales) page 44

(f) The Guarantor cannot insist that the Lessor commences or enforces any other right against the Lessee or any other person before claiming under this guarantee and indemnity.

(g) This guarantee and indemnity is a continuing security and is not discharged by any one payment and may not be terminated by the Guarantor. It continues until all of the Guarantor's obligations under it are complied with or the Lessor releases the Guarantor in writing.

(h) The liabilities of the Guarantor under this guarantee and indemnity as a guarantor, indemnifier or principal debtor and the rights of the Lessor under this guarantee and indemnity are not affected by anything which might otherwise affect them including any one or more of the following:

(i) the Lessor granting time or other indulgence to, compounding or compromising with or releasing the Lessee or any other Guarantor;

(ii) acquiescence, delay, acts, omissions or mistakes on the part of the Lessor;

(iii) any transfer of a right of the Lessor;

(iv) the termination, surrender, expiry, variation or assignment of this lease or any subletting or licensing of the Premises or extension, renewal, reduction or conversion of the Term;

(v) the invalidity or unenforceability of an obligation or liability of a person other than the Guarantor;

(vi) any change in the Lessee's occupation of the Premises;

(vii) this lease not being registered;

(viii) this lease not being effective as a lease;

(ix) this lease not being effective as a lease for the Term;

(x) this lease not binding the Lessee;

(xi) any person named as Guarantor not executing or not executing effectively this lease as Guarantor; or

(xii) a liquidator or a trustee in bankruptcy disclaiming this lease.

(i) The Guarantor may not:

(i) raise a set off or counterclaim available to it or the Lessee against the Lessor in reduction of its liability under this guarantee and indemnity; or

(ii) claim to be entitled by way of contribution, indemnity, subrogation, marshalling or otherwise to the benefit of any security or guarantee held by the Lessor in connection with this lease; or

(iii) make a claim or enforce a right against the Lessee or its property; or

(iv) prove in competition with the Lessor if a liquidator, provisional liquidator, receiver, manager, receiver and manager,

ACP Retail Lease (New South Wales) page 45

administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth)) or similar officer or trustee in bankruptcy is appointed in respect of the Lessee or any of its assets or the Lessee is otherwise unable to pay its debts when they fall due,

until all money payable to the Lessor in connection with this lease or the Lessee's occupation of the Premises is paid and all of the Guarantor's obligations are satisfied or discharged.

(j) If a claim that a payment to the Lessor in connection with this lease or this guarantee and indemnity is void or voidable (including a claim under laws relating to liquidation, administration, insolvency or protection of creditors) is upheld, conceded or compromised then the Lessor is entitled immediately as against the Guarantor to the rights to which it would have been entitled under this guarantee and indemnity if the payment had not occurred.

(k) The Guarantor must pay or reimburse the Lessor on demand for:

(i) all expenses or costs reasonably incurred or charged (including legal fees or an equivalent administration fee, costs and disbursements) in connection with negotiating and preparing this guarantee and indemnity, and any subsequent consent, agreement, approval, waiver or amendment relating to this guarantee and indemnity;

(ii) all expenses incurred (including legal fees, costs and disbursements on the higher of a full indemnity basis and a solicitor and own client basis, determined without taxation, assessment or similar process) in connection with exercising, enforcing or preserving, or attempting to exercise, enforce or preserve, rights under this guarantee and indemnity; and

(iii) all stamp duties, fees, taxes and charges and any related fines and penalties in connection with this guarantee and indemnity, the performance of this guarantee and indemnity and each transaction effected by or made under this guarantee and indemnity.

(l) Money paid to the Lessor by the Guarantor must be applied first against payments due under clause 25.2(k) then against other obligations under this guarantee and indemnity.

(m) The Lessor may assign its rights under this guarantee and indemnity.

26 PERSONAL PROPERY SECURITY DN26.1 Existing Security Interest

The Lessee must notify the Lessor on or before the Commencement Date if the Lessee’s Property or any other Personal Property of the Lessee relevant to the lease is subject to a Security Interest.

ACP Retail Lease (New South Wales) page 46

26.2 Creating a Security InterestThe Lessee agrees not to create a Security Interest in favour of a third party in respect of the Lessee’s Property or any other Personal Property of the Lessee relevant to the lease except with the prior written consent of the Lessor, such consent not to be unreasonably withheld.

27 AMENDMENTS27.1 Amendments included in Schedule 1

The provisions of Schedule 1 form part of this lease and amend clauses 1 to 28 of this lease

27.2 InconsistencyClauses 1 to 28 of this lease and Schedule 1 shall be read as one document and where there is any inconsistency the amendments in Schedule 1 shall prevail.

ACP Retail Lease (New South Wales) page 47

SCHEDULE 1 – AMENDMENTS1 Clause 29 - Refurbishment of Premises OPT

(a) The Lessee acknowledges that it has agreed with the Lessor to refurbish, refit and redecorate the Premises to the extent detailed in the Tenancy Audit Report, including without limitation:

(i) [INSTRUCTIONS]; and

(ii) [INSTRUCTIONS] (“Refurbishment”),

on or before the date specified in Item 15 (Refurbishment Date).

(b) If the Lessee does not complete the Refurbishment by the Refurbishment Date, the Lessee agrees to pay compensation to the Lessor as a result of the Lessee’s failure to complete the Refurbishment being an amount equal to the cost of the Refurbishment (such costs to be assessed by a qualified shopfitter appointed by the Lessor) within 14 days of demand. DN

2 [AMENDMENTS]

ACP Retail Lease (New South Wales) page 48

SCHEDULE 2 – RULES

Rule 1. Emergencies(a) The Lessee must give the Lessor at least one 24 hour contact name,

address and telephone number for the Lessor to use in emergencies and keep the Lessor informed of any changes to this information.

(b) The Lessee must take part in fire drills and other emergency procedures of which the Lessor gives reasonable notice.

Rule 2. Security(a) The Lessee must keep the Premises secure when not in use.

(b) The Lessee must comply with the Lessor's requirements in connection with security.

(c) The Lessee must only install a security system that is compatible with the Lessor's security system in the Centre.

Rule 3. Business name and directory boards(a) The Lessee must not use a business name which could be connected

with the Centre, without the Lessor's consent.

(b) If the Lessor consents to the Lessee using a business name that is connected with the Centre, the Lessee must give up the right to that business name when it vacates the Premises.

(c) The Lessee must submit to the Lessor for approval the information the Lessee wants to go on the directory boards and make any changes to that information the Lessor reasonably requires. The Lessee must pay on demand the Lessor's costs of putting the Lessee's information on the boards.

Rule 4. SignsThe Lessee must get the Lessor's consent before it displays an advertisement, notice or sign or anything similar on the outside of the Premises or anywhere that can be seen from the outside of the Premises.

Rule 5. Obstruction and safety(a) The Lessee must not obstruct or cover any window, skylight, air vent

or air conditioning duct.

(b) The Lessee must not obstruct the Common Areas or the emergency exits from the Centre, the Building or the Premises.

ACP Retail Lease (New South Wales) page 49

Rule 6. Rubbish(a) The Lessee must not burn rubbish or waste on the Premises.

(b) The Lessee must keep all waste and rubbish until removal in proper receptacles that cannot be seen from outside the Premises.

(c) The Lessee must only remove waste and rubbish outside the Core Trading Hours, and must remove wet waste each day.

Rule 7. Moving goodsWhen moving goods or equipment into and out of the Premises, the Lessee must:

(a) use only goods and service access areas;

(b) not pass through the Common Areas during Core Trading Hours; and

(c) do so only at times and using the areas in the Building that the Lessor designates.

Rule 8. Services and Lessor's Property(a) The Lessee must not do anything to affect the working or efficiency of

air conditioning equipment or any other Services.

(b) The Lessee must use only electricity or gas supplied through meters for light, power and heat.

(c) The Lessee must only use the Lessor's Property and Services and other facilities in the Centre for their proper purposes.

(d) The Lessee must not use any method of heating, cooling or lighting that is not approved by the Lessor.

(e) The Lessee must not do anything that increases or could increase the load on electrical circuits in the Premises.

Rule 9. Load limitsThe Lessee must observe the maximum floor loading and any maximum load limits in the Building and the Premises.

Rule 10. No auctionsThe Lessee must not hold any auction, fire, liquidation or bankruptcy sale on the Premises.

ACP Retail Lease (New South Wales) page 50

Rule 11. Smoking(a) The Lessee must not permit any person to smoke in an indoor part of

the Premises

(b) The Lessee must not smoke in the Centre.

(c) The Lessee must put up signs in the Premises prohibiting smoking if the Lessor requires this.

Rule 12. ResidenceThe Lessee must not reside on the Premises.

Rule 13. AnimalsThe Lessee must not have an animal or bird on the Premises (except a guide dog accompanying a person with impaired sight) unless allowed by the Permitted Use.

Rule 14. CookingThe Lessee must not cook or prepare food in the Premises (except in a kitchen approved by the Lessor).

Rule 15. Danger(a) If the Lessee is aware of a risk or a danger (such as a bomb threat, a

fire or a riot) in the Centre or the Premises, the Lessee must tell the Lessor immediately.

(b) If there is, or could be, anything that is a risk or a danger to the Centre or people in it (such as a bomb threat, a fire or a riot) the Lessee must obey the instructions of the police or the fire brigade or other emergency authority including leaving the Premises. The Lessee must not re enter the Premises or the Centre unless the Lessor or the police or fire brigade or other appropriate authority tells the Lessee it is safe to do so.

ACP Retail Lease (New South Wales) page 51

Executed as a deed. DN

Certified correct for the purposes of the Real Property Act 1900 and executed on behalf of the corporation named below by the authorised person(s) whose signature(s) appear(s) below pursuant to the authority specified.

“Lessor”

SIGNED by

[NAME]

in the presence of:

_______________________________

Witness:

Full name: [NAME]

)

)

) _______________________________

THE COMMON SEAL of

[COMPANY NAME] was

affixed in the presence of:

)

)

_______________________________

Secretary/Director

Full name: [NAME]

_____________________________

Director

Full name: [NAME]

SIGNED

for and on behalf of [COMPANY NAME]

by its corporate officers

in the presence of:

)

)

)

)

_____________________________ Director:

Full name: [NAME]

_______________________________

Witness:DN

Full name: [NAME]

_____________________________

Director/Secretary

Full name: [NAME]

SIGNED )

ACP Retail Lease (New South Wales) page 52

for and on behalf of

[COMPANY NAME] by its duly

appointed attorney

in the presence of:

)

)

)

_______________________________

Attorney:

Full name: [NAME]

____________________________Witness:DNFull name: [NAME]

Power of Attorney date: [DD/MM/YY]

Certified that the attorney has no notice of the revocation of the power of attorney at the time of signature.

ACP Retail Lease (New South Wales) page 53

Certified correct for the purposes of the Real Property Act 1900 and executed on behalf of the corporation named below by the authorised person(s) whose signature(s) appear(s) below pursuant to the authority specified.

“Lessee”

SIGNED by

[NAME]

in the presence of:

_______________________________

Witness:

Full name: [NAME]

)

)

) _______________________________

THE COMMON SEAL of

[COMPANY NAME] was

affixed in the presence of:

)

)

_______________________________

Secretary/Director

Full name: [NAME]

_____________________________

Director

Full name: [NAME]

SIGNED

for and on behalf of [COMPANY NAME]

by its corporate officers

in the presence of:

)

)

)

)

_____________________________ Director:

Full name: [NAME]

_______________________________

Witness:DN

Full name: [NAME]

_____________________________

Director/Secretary

Full name: [NAME]

ACP Retail Lease (New South Wales) page 54

SIGNED

for and on behalf of

[COMPANY NAME] by its duly

appointed attorney

in the presence of:

)

)

)

)

_______________________________

Attorney:

Full name: [NAME]

____________________________Witness:DNFull name: [NAME]

Power of Attorney date: [DD/MM/YY]

Certified that the attorney has no notice of the revocation of the power of attorney at the time of signature.

ACP Retail Lease (New South Wales) page 55

Certified correct for the purposes of the Real Property Act 1900 and executed on behalf of the corporation named below by the authorised person(s) whose signature(s) appear(s) below pursuant to the authority specified.

“Guarantor(s)” DN

I certify that the guarantor signing opposite, with whom I am personally acquainted or as to whose identity I am otherwise satisfied, signed this lease in my presence:

_______________________________

Witness:DN

Full name: [NAME]

Address: [ADDRESS]

)

)

) _______________________________

Signed, sealed and delivered by [GUARANTOR NAME]

I certify that the guarantor signing opposite, with whom I am personally acquainted or as to whose identity I am otherwise satisfied, signed this lease in my presence:

_______________________________

Witness:DN

Full name: [NAME]

Address: [ADDRESS]

)

)

) _______________________________

Signed, sealed and delivered by [GUARANTOR NAME]

ACP Retail Lease (New South Wales) page 56

RETAIL LEASE CERTIFICATE

If section 16 of the Retail Leases Act 1994 applies to this lease, and the term plus any further terms are less than 5 years, the term will be extended unless a section 16 certificate is given. Sections 16(1) and (2) provide:

16(1) The term for which a retail shop lease is entered into, together with any further term or terms provided for by any agreement or option for the acquisition by the lessee of a further term as an extension or renewal of the lease, must not be less than 5 years. An agreement or option is not taken into account if it was entered into or conferred after the lease was entered into.

16(2) If a lease is entered into in contravention of this section, the validity of the lease is not thereby affected but the term of the lease is extended by such period as may be necessary to prevent the lease contravening this section.

I certify that I am a solicitor not acting for the Lessor and that at the request of the Lessee I explained to the Lessee before the Lessee entered into this lease –

(i) the effect of sections 16(1) and (2); and

(ii) that the giving of this certificate would result in section 16 not applying to this lease.

____________________________

DateSignature:

__________________________________

Name:

ACP Retail Lease (New South Wales) page 57