2725312 CANADA INC. LANDLORDandCONVERTED CARBON TECHNOLOGIES CORP. TENANTLEASE

1.  LEASE SUMMARY

(a)  Premises:   Unit 37 in the building municipally known as 4120 Ridgeway Drive, Mississauga, Ontario;

(b)  Term: Five (5) years;

(c)  Commencement Date: December 1, 2013;

(d)  Delivery Date: shall have the meaning given to it insubsection 4.2(b) of this Lease;

(e)  Expiry Date: November 30, 2018;

(f)  Basic Rent:   an amount per square foot of the Rentable Area of the Premises per annum as follows:

Notwithstanding the foregoing, provided there is not then any Uncured Event of Default, Tenant shall not be responsible for the payment of Basic Rent for the first two (2) months of the initial Term only (the "Rent Free Period") but the Tenant shall be responsible for the payment of Additional Rent which becomes due and payable during the Rent Free Period.

2.  DEFINITIONS

 

Where used in this Lease, the following words or phrases shall have the meanings set forth in the balance of this Article.

2.1  "Additional Rent" shall have the meaning given to it in subsection 5.2(b).

2.2  "Alterations" shall have the meaning given to it in Section 10.2.

2.3  "Basic Rent" shall have the meaning given to it in subsection l(f) hereof.

2.5  "Building" means the building in which the Premises are located.

2.6  "Building Standard" means the standard of the Building existing at the date hereof which the parties acknowledge is a first class standard for a building of such quality and age and in the location of the Building.

2.8  "Commencement Date" shall have the meaning given to it in subsection l(c).

2.9  "Common Facilities" means:

2.10  "Delivery Date" shall have the meaning given to it in subsection l(d).

2.12  "Event of Default" shall have the meaning given to it in subsection 16.l (a).

2.13  "Excess Costs" shall have the meaning given to it in Section 7.2.

 

2.14  "Expert" means any independent, duly qualified, professional expert appointed by Landlord from time to time and, in the reasonable opinion of Landlord, qualified to perform the function for which such Person is retained.

2.15  "Expiry Date" shall have the meaning given to it in subsection l(e).

2.16  "Financial Covenant" shall have the meaning given to it in subsection 14.l(c)(i).

2.22  "Lands" means the lands described in Schedule "A".

2.23  "Last Year's Rent" means the Rent payable for the period of the last twelve (12) months of the Term.

2.26  "Lease" means this Lease, including all schedules attached hereto.

2.28  Intentionally deleted.

2.29  "Liabilities" shall have the meaning given to it in Section 13.5 hereof.

 

2.31  "Medical Authority" includes any medical officer of health, medical professional, any local municipal, provincial and/or federal government (including any department, agency, board and/or office thereof) and any public health authority.

(a)  "Operating Costs" means the aggregate of all expenses and costs of every kind determined, for each fiscal period designated   Landlord, on an accrual basis and without duplication, incurred by or on behalf of Landlord with respect to and for the operation, maintenance, repair, replacement and management of the Project and all insurance relating to the Project. Provided that if the Project is less than one hundred percent (100%) completed, leased and/or occupied for any time period, Operating Costs shaH be adjusted to mean the amount obtained by adding to the actual Operating Costs during such time additional costs and amounts as would have been incurred or otherwise included in Operating Costs if the Project had been one hundred percent (100%) completed, leased and/or occupied as determined by Landlord, acting reasonably. Landlord shall be entitled to adjust upward only those amounts which may vary depending on occupancy and in no event shall this provision entitle Landlord to recover more than Landlord actually incurs in respect of any adjusted item or require Tenant to pay in respect of such adjusted item more than Tenant would have had to pay had the Project been one hundred percent (100%) completed, leased and occupied.

(xv)  Capital Taxes, if applicable, to the extent payable by, or assessed against, Landlord;

(xvi)  Sales Taxes payable by Landlord on any amounts included in Operating Costs (excluding any such Sales Taxes which are available to and claimed by Landlord as a credit or refund in determining Landlord's net tax liability on account of Sales Taxes, but only to the extent that such Sales Taxes are included in Operating Costs);

(xvii)  the fair rental value (having regard to rentals prevailing from time to time for similar space) of amenities for the Project and of space occupied by Landlord or others for management, supervisory, administrative or operational purposes relating to the Project and all office expenses incurred therein;

(xviii)  costs and expenses of environmental site reviews and investigations and, to the extent not recovered from third parties or from insurance proceeds, if any, actually received by Landlord, the costs of removal, remediation and/or clean-up of Hazardous Substances, provided such remediation and/or clean-up is not required as a result of the act or omission of Landlord or Landlord Parties (in which case Landlord shall be responsible for one hundred percent (100%) of such costs) or as a result of the act or omission of Tenant or Tenant's Parties (in which case Tenant will be responsible for one hundred percent (100%) of the such costs);

(xix)  all costs incurred by Landlord for the purpose or intent of:

(1)  appealing, investigating and/or reducing any Operating Costs, Realty Taxes or other taxes, utility consumption or greenhouse gas emissions, whether or not any of such Operating Costs, Realty Taxes or other taxes, utility consumption or greenhouse gas emissions are in fact reduced; and

(2)  improving the operation of the Project and the machinery, furniture, furnishings, equipment, facilities, systems, property and fixtures located therein;

(xx)  costs incurred for the purpose of allocating Realty Taxes and/or utilities among Tenant and other occupants of the Project;

(xxi)  interest on deposits paid by Landlord to the supplier of a utility at a rate which shall be two percent (2%) per annum in excess of the Prime Rate;

(xxii)  the amount of any deposits paid to a utility supplier lost by Landlord as a result of any bankruptcy of any utility supplier amortized over a period of three (3) years from the date of such bankruptcy and interest thereon at a rate of two percent (2%) in excess of the Prime Rate; and

(xxiii)  the costs of preparing, updating and maintaining a pandemic risk assessment and/or plan for responding to any real or perceived Health Emergency, as well as actual costs of dealing with a Health Emergency including, without limitation, the costs of purchasing and  maintaining  equipment,  reasonable  inventories  of  emergency  supplies  and  any increased or additional costs for personnel and supplies relating to the implementation of security, screening and/or sanitization procedures.

 

(b)  Operating Costs, however, shall be reduced by the following to the extent actually received by Landlord:

(i)  proceeds of insurance and damages paid by third parties in respect of and to the extent of costs included in Operating Costs as set forth above;

(ii)  contributions from parties, other than tenants of the Project, if any, in respect of their sharing the use of Common Facilities, such as shared driveways, but not including in such contributions rent or fees charged directly for the use of any Common Facilities such as parking fees, if any, and rent for Storage Areas; and

(iii)  amounts, if any, received by Landlord on account of Excess Costs.

(c)  Operating Costs, however, shall exclude the following:

(i)  Realty Taxes except to the extent included as set forth above (the intent being not to duplicate Tenant's obligations in respect thereof pursuant to other provisions of this Lease);

(ii)  expenses incurred by Landlord in respect of other tenants' leasehold improvements;

(iii)  costs of repairs or replacements to the extent that such costs are recovered by Landlord pursuant to construction warranties;

(iv)  costs of utilities consumed in respect of Leasable Areas, if separately charged to tenants of the Building, to be determined by separate meters where practicable or by Landlord acting reasonably (the intent being not to duplicate the amounts included in Operating Costs with amounts charged pursuant to Article 9 of this Lease and  comparable provisions in other leases of premises in the Project);

(v)  ground rent and the purchase price of the acquisition of the Project and financing payments in respect thereof;

(vi)  commitment, stand-by, finance, mortgage and interest charges on the debt of Landlord;

(vii)  amounts expended by Landlord for advertising and promotion (including the costs of commissions, advertising and legal expenses) and the costs of inducements (including Landlord's work) all incurred in connection with the leasing of premises in the Building, or any part of the Project;

(viii)  bad debts and any collection and legal costs associated with the same; and

(ix)  costs of the Landlord's Work.

(d)  Landlord, acting reasonably, shall have the right to allocate Operating Costs or any portion or portions thereof to such portion or portions of the Building or the Project as Landlord shall determine.

(e)  For greater certainty, to the extent to which Operating Costs do not include the cost of providing in-suite janitorial services, interior window cleaning, recycling and waste removal and pest control services for the Premises, same shall be provided by Tenant, at Tenant's sole cost and expense, to Building Standard, using reputable contractors which have received Landlord's prior written approval.

2.34  "Parking Facilities" means any parking areas and facilities and any other similar service areas and facilities located on the Lands and serving the Project.

2.39  "Project" means the Lands, the Building and all other buildings, structures, improvements, equipment and facilities of any kind erected or located thereon from time to time.

2.42  "Remediation" shall have the meaning given to it in subsection 8.1 l(c). "Remediate", "Remediated" and "Remediating" shall have corresponding meanings.

2.43  "Rent" shall have the meaning given to it in Section 5.1.

2.45  "Rent Deposit Agreement" shall mean the Rent Deposit Agreement provided pursuant to this Lease.

2.48  "Substantially Complete", when applied to any Landlord's Work, means sufficiently completed (i) to the point where Tenant may commence Tenant's Work, if any, and (ii) if no such Tenant's Work is required to be performed, to the point where Tenant may commence  the use of the Premises, in either case without undue interference by Landlord. "Substantially Completed" and "Substantial  Completion" shall have corresponding meanings.

 

2.51  "Term" shall have the meaning given to it in subsection 1(b) hereof.

2.52  "Uncured Event of Default" means an outstanding Event of Default as described in subsection 16.l (a)(i) or (ii) not cured within the period  described in subsection  16.l(b)(i) or (ii) respectively  (or thereafter),  or any other uncured Event of Default.

3.  NET LEASE

4.  LEASE OF PREMISES

4.1  Premises

4.2  Term

(a)  The Term of this Lease shall commence on the Commencement Date and expire on the Expiry Date.

(b)  Tenant shall be entitled to possession of the Premises from the date ("Delivery Date") which falls two (2) business days from the date upon which this Lease is fully executed and delivered, until the date immediately preceding the Commencement Date in order to complete Tenant's Work  in the Premises and, thereafter, in order to commence carrying on business therefrom ("Fixturing Period"). During the Fixturing Period,  Tenant shall not be obligated to pay Basic Rent, Operating Costs, the Management Fee or Realty Taxes but shall be liable for all other costs and obligations including charges for utilities and the costs of any additional services in accordance with this Lease for which Tenant will be obligated to pay, and Tenant shall be subject to all the other terms and conditions of this Lease insofar as they are applicable including, without limitation, the obligation to maintain insurance, and the provisions relating to the liability of Tenant for its acts and omissions, and the acts and omissions of its servants, employees, agents, contractors, invitees, concessionaires and licensees and the indemnification of Landlord and others under this Lease.

(c)  On or before the Delivery Date, Tenant shall deliver to Landlord: certificate(s) evidencing requisite insurance coverage under this Lease; the Rent Deposit; post-dated Rent cheques (or account information, as the case may be) as required pursuant to this Lease; and evidence, satisfactory to Landlord, that the utilities for the Premises have been changed into the name of Tenant. Possession of the Premises shall not be given to Tenant until all of the foregoing has been delivered; notwithstanding any resulting delay in the delivery of possession of the Premises, there shall be no corresponding delay in the Commencement Date.

4.3  Acceptance of Premises

4.4  Licence to Use Common Facilities

4.5  Quiet Enjoyment

4.6  Fixturing of Premises

5.  RENT

5.1  Tenant to Pay

5.2  Rent and Management Fee

(a)  Tenant will pay to Landlord Basic Rent in equal monthly instalments in advance on the first day of each month during the Term.

(b)  In addition to Basic Rent, Tenant will pay to Landlord as Additional Rent: (i) all other amounts as and when the same shall be due and payable pursuant to the provisions of this Lease (all of which shall be deemed to accrue on a per diem basis); (ii) all other amounts payable pursuant to any other agreement or obligation between Landlord and Tenant (whether or not related to the Premises) as and when the same shall be due and payable; and (iii) the Management Fee. Tenant will promptly deliver to Landlord upon request evidence of due payment of all payments of Additional Rent required to be paid by Tenant hereunder, to the extent same are payable to other than Landlord.

(c)  Landlord has estimated that Tenant's obligations hereunder in respect of Operating Costs, the Management Fee and Realty Taxes for the year 2013 would be approximately Four Dollars and Nineteen Cents ($4.19) per square foot of the Rentable Area of the Premises, subject to adjustment at year-end in accordance with this Lease; it is understood that this estimate by Landlord is a bona fide estimate made as of January 1, 2013, but that it is not intended by Landlord to be relied upon by Tenant and is not binding and does not impose liabilities on Landlord or affect Tenant's obligations hereunder.

5.3  Deemed Rent and Allocation

(a)  If there is an Event of Default in payment of any Rent (whether to Landlord or otherwise) or any Sales Taxes as and when the same are due and payable hereunder, Landlord shall have the same rights and remedies against Tenant (including rights of distress and the right to accelerate Rent in accordance with Section 16.l ) upon the occurrence of such Event of Default as if such sum or sums were Rent in arrears under this Lease. All Rent and Sales Taxes shall, as between the parties hereto, be deemed to be Rent due or Sales Taxes due on the dates upon which such sum or sums were originally payable pursuant to Section 5.1 of this Lease.

(b)  No payment by Tenant or acceptance of payment by Landlord of any amount less than the full amount payable to Landlord, and no endorsement, direction or note on any cheque or other written instruction or statement respecting any payment by Tenant will be deemed to constitute payment in full or an accord and satisfaction of any obligation of Tenant and Landlord may receive any such lesser amount and any such endorsement, direction, note, instruction or statement without prejudice to any of Landlord's other rights under this Lease or at law, whether or not Landlord notifies Tenant of any disagreement with or non-acceptance of any amount paid or any endorsement, direction, note, instruction or statement received.

(c)  Tenant agrees that Landlord may, at its option, apply all sums received by Landlord in respect of Rent as Landlord shall determine, save and except for any amounts which are the subject of a bona fide dispute of which Tenant has delivered prior Notice to Landlord.

5.4  Monthly Payments of Operating Costs, Management Fee and Realty Taxes

 

5.5  Adjustments

(a)  All amounts of Rent payable for less than a full month or year or payable for any period not falling entirely within the Term shall be adjusted between Landlord and Tenant on a per diem basis.

(b)  All amounts of Rent determined or estimated as an amount per square foot shall be adjusted between Landlord and Tenant based on the determination or re-determination from time to time, of Rentable Area of the Premises or other areas within the Project. The effective date of adjustment shall be: (i) in the case of the initial leasing of the Premises, the Commencement Date; (ii) in the case of a reconfiguration of areas within the Project, the effective date of such reconfiguration; and (iii) in the case of error, the date upon which such error became known to the parties.

6.  TAXES

6.1  Payment of Taxes

6.2  Taxes Payable by Tenant

6.3  Determination of Tenant's Taxes

6.4  Business Taxes and Sales Taxes

(a)  Tenant will pay as and when the same are due and payable all taxes, if any, reasonably allocated by Landlord which are attributable to the personal property, trade fixtures, income, occupancy, sales or business of Tenant or any other occupant of the Premises and to the use of the Premises by Tenant or any other occupant, whether or not charged against Landlord or the Premises.

(b)  Tenant will pay to Landlord when due all Sales Taxes imposed on Landlord or Tenant, in respect of this Lease.

6.5  Tax Bills and Assessment Notices

(a)  copies of all assessment notices, tax bills and any other documents received by Tenant related to Realty Taxes chargeable against or in respect of the Premises or the Project; and

(b)  receipts for payment of Realty Taxes and business taxes, if any, payable by Tenant directly to the taxing authority pursuant hereto.

6.6  Contest of Realty Taxes

(a)  Realty Taxes, or the assessments in respect of Realty Taxes, which are the subject of any contest by Landlord shall nonetheless be payable by Tenant in accordance with the foregoing provisions hereof provided, however, in the event Tenant has paid any amount in respect of Realty Taxes in excess of, or less than, the amount ultimately found payable as a result of the disposition of any such contest, then the appropriate adjustments will be made and either Tenant will pay any deficiency to Landlord within thirty (30) days after delivery of written notice from Landlord in respect thereof or, to the extent Landlord receives a refund as a result of such adjustment, the appropriate amount (net of all costs incurred in obtaining such refund) of such refund shall be credited to the account of Tenant or paid to Tenant, net of any amounts then owing by Tenant to Landlord, where the Term has expired without renewal.

(b)  At Landlord's sole option, in lieu of including the same in Operating Costs, Tenant will pay, as Additional Rent, its share of the costs of investigating and contesting Realty Taxes and/or assessments on the following basis: (i) Proportionate Share; (ii) as allocated based on Realty Taxes payable by Tenant pursuant hereto; or (iii) based on any tax savings realized as a result of such investigation and contesting of Realty Taxes and/or assessments in respect thereof.

7.  OPERATING COSTS

7.1  Tenant's Payment of Operating Costs

 

7.2  Excess Costs

(a)  If, by reason of:

(i)  the particular use or occupancy of the Premises or any of the Common Facilities; or

(ii)  the requirement  for any services beyond  Building  standard  services, such as, without limitation, waste removal;

(b)  If Tenant or any other tenant of the Project, pursuant to its lease or otherwise by arrangement with Landlord, provides at its cost any goods or services the cost of which would otherwise be included in Operating Costs, or if any goods or services the cost of which is included in Operating Costs benefit any portion of the Project to a materially greater or lesser extent than any other portion of the Project, then either the denominator for determining a Proportionate Share, or alternatively the amount of Operating Costs, may be adjusted as determined by Landlord, at its option, to provide for the equitable allocation of the cost of such goods and services among the tenants of the Project.

8.  USE OF PREMISES

8.1  Permitted Use

(a)  Tenant covenants that it will not use and shall not cause, suffer or permit the Premises to be used for any purpose other than as described in subsection I (i) hereof. Tenant acknowledges that: (i) Landlord is making no representation or warranty as to Tenant's ability to use the Premises for its intended use; and (ii) prior to executing this Lease, Tenant will be required to  perform  such searches, and satisfy itself, that its use is permitted under all applicable Laws, and that Tenant will be able to, and will, at its sole cost and expense, obtain an occupancy permit.

(b)  Tenant acknowledges that Landlord has granted exclusive covenants  and may grant other exclusive covenants to tenants of the Project and accordingly, Tenant covenants that it shall carry on only the business permitted to be carried on in the Premises as and to the extent set out in subsection 1(i) of this Lease and in no other manner whatsoever.

8.2  Conduct of Business

8.3  Tenant's Fixtures

8.4  Signs

8.5  Prohibited Uses

(a)  any retail or wholesale sales activities;

 

(b)  any auction;

(c)  any sale of tickets for theatre or other entertainment events or lottery tickets;

(d)  any use which would result in people waiting in Common Facilities to enter the Premises or any other type of business or business practice which would, in the sole opinion of Landlord, tend to lower the character or image of the Project or any portion thereof;

(g)  any use which might:

(i)  result in an actual or threatened cancellation of or adverse change in any policy of insurance of Landlord or others on or related to the Project or any part or contents thereof; or

(ii)  be prohibited by any policy of insurance of Landlord or any others in force from time to time in respect of the Project or any part or contents thereof.

8.6  Waste Removal

8.7  Waste and Nuisance

(a)  Tenant will not cause, suffer or permit any waste or damage to the Premises or Leasehold Improvements, fixtures or equipment therein nor permit any overloading of the floors thereof and shall not use or permit to be used any part of the Premises for any dangerous, noxious or offensive activity or any activity which involves dangerous, noxious or offensive goods and shall not do or bring anything or permit anything to be done or brought on or about the Premises or the Project which results in undue noise, odour or vibration or which Landlord may reasonably deem to be a nuisance or annoyance (including, for greater certainty, labour disturbances) to any other tenants or any other Persons permitted to be on the Project (collectively "Nuisance"). If Landlord determines that any Nuisance exists on or emanates from the Premises, Tenant will, forthwith on notice, remedy the same. Tenant will take every reasonable precaution to protect the Premises and the Project from risk of damage by fire, water or the elements or any other cause.

(b)  Tenant will not, and shall not permit anyone else to, place anything on the roof of the Building or go on to the roof of the Building for any purpose whatsoever, without Landlord's prior written approval, which may be arbitrarily withheld in Landlord's sole discretion.

(c)  Tenant will not use any advertising, transmitting or other media or devices which can be heard, seen, or received outside the Premises, except for usual business communications such as facsimile transmission, e-mail and internet use provided the same do not interfere with any communications or other systems outside the Premises.

8.8  Compliance with Laws

(a)  Tenant will use the Premises, and shall perform all maintenance, repairs and replacements thereto, in such manner as shall be required by or in compliance with all applicable Laws.

(b)  Tenant will provide Landlord with evidence satisfactory to Landlord acting reasonably that Tenant has obtained and is complying with the terms of all applicable licences, approvals and permits from time to time.

8.9  Telecom and Wireless Services

 

8.10  Deliveries

8.11 Environmental

(a)  Tenant covenants with Landlord that Tenant:

(i)  will be responsible for Hazardous Substances (including the Remediation (as hereinafter defined) thereof) introduced on the Lands by Tenant and/or Tenant's Parties during the Term of this Lease and during any period of time prior to the Commencement Date during which Tenant or any Tenant's Parties occupied or had use of all or any portion of the Project for any purpose and during any period of time following the Expiry Date that Tenant and/or Tenant's Parties use or occupy the Project, or any portion thereof, for any purpose;

(ii)  will not use or permit or suffer the use of the Premises or any part of the Project to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process any Hazardous Substance or permit the release of any Hazardous Substances from the Premises except in strict compliance with all Environmental Laws including, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E-19 and all other Environmental Laws in respect of environmental, land use, occupation, or health and safety matters. In the event Tenant fails to comply with any such Environmental Laws, Landlord may, but shall not be obligated to, do such things as necessary to effect such compliance, and all costs and expenses incurred by Landlord in so doing, together with an administration charge equal to fifteen percent (15%) of such costs and expenses, shall be payable forthwith by Tenant to Landlord as Additional Rent;

(iii)  will not permit any Tenant's Parties to engage in any activity on or about the Project, or permit any Person to engage in any activity on or about the Premises, which may reasonably be anticipated to lead to a violation of any Environmental Laws;

(iv)  will deliver prompt Notice to Landlord, and any Authority, of the actual, alleged or suspected release of any Hazardous Substances from the Premises;

(v)  will forthwith deliver to Landlord any environmental site assessment, audit or report relating to the Premises conducted by or on behalf of Tenant, at Tenant's request, from time to time;

(vi)  will forthwith deliver to Landlord Notice of receipt by Tenant of:

(A)  any order from any Authority regarding: (1) the breach by Tenant or any Tenant's Parties with any Environmental Laws; or (2) the presence of Hazardous Substances, the Remediation of which is Tenant's responsibility pursuant to this Lease; or (3) the conduct by Tenant of its business  on the Premises;

(B)  any directive resulting from an inspection of the Premises or Tenant's operations thereon by any Authority;

(C) any notices from any Authority relating to the presence of Hazardous Substances, the Remediation of which is Tenant's responsibility pursuant to this Lease;

(D) any other notice from any Authority relating to non-compliance by Tenant or the Premises with any applicable Laws in connection with the conduct by Tenant of its business on the Premises,

 

collectively, an "Order", which Notice shall be accompanied by a duplicate copy of such Order.  To the extent to which such Order requires compliance or any other action by Tenant: (I) Tenant will, at its sole cost and expense, prepare and submit for approval all necessary studies, plans and proposals required to comply with such Order and will provide all bonds and other security, if any, required by the Authority having issued the Order; (II) Tenant will keep Landlord advised in writing on a weekly basis of Tenant's progress in complying with such Order; and (III) notwithstanding anything contained in the foregoing to the contrary, if Landlord determines, in its sole discretion, that Landlord or the Premises or any Person thereon, or the reputation of Landlord or of the Premises or of such other Persons, is or are placed in jeopardy as a result of Tenant's non­ compliance with such Order, Landlord may, at its option, undertake itself to comply with such Order, and all costs and expenses incurred by Landlord in so doing, together with an administration charge equal to fifteen percent ( 15%) of such costs and expenses, shall be payable forthwith upon demand by Tenant to Landlord as Additional Rent;

(vii)  will authorize and permit Landlord to make enquiries from time to time of any Authority with respect to Tenant's compliance with any Laws and Tenant covenants and agrees that Tenant will, upon receipt of Landlord's request therefor, provide to Landlord such written authorization as Landlord may reasonably require in order to facilitate the procurement of such information; and

(viii)  will maintain all environmental site assessments, audits, reports, Orders and all information relating to or produced in regard to the Remediation (as hereinafter defined) strictly confidential and shall not divulge the contents thereof to any Person (including without limitation any governmental Authority), save and except that Tenant may divulge the contents thereof: (A) as required by Law; (B) to Tenant's professional advisers and lenders on a need-to-know basis; or (C) with the prior written consent of Landlord, which consent may be unreasonably withheld.

(b)  Landlord will be entitled at any time or times to enter the Premises to inspect same and to conduct such other investigations as in its sole discretion it deems necessary for the purpose of satisfying itself as to compliance by Tenant with all Environmental Laws and with all provisions of this Section 8.1 1. Without limiting the generality of the foregoing, Landlord has the right to remove samples from the Premises, interview Tenant's employees and conduct such physical inspections of the Premises and examination of such documentation relating to the Premises (which documentation Tenant agrees to make available at the Premises) and Tenant's compliance with the provisions of this Section 8.1 1 as Landlord may deem necessary. All such information shall be used by Landlord solely for the purpose of ensuring compliance by Tenant with the provisions of this Section 8.1 1 and, otherwise, such information shall (except to the extent disseminated to or amongst Landlord's subsidiaries, assigns, affiliates, agents, property managers and base Building engineers and consultants) be kept strictly confidential.

(c)  At any time during the Term: at Landlord's written request therefor (accompanied by particulars substantiating such request); at the request of any Authority; if required by Laws; if required as a result of any deposit, spill, discharge or other release of Hazardous Substances or other breach of the provisions of this Section 8.1 1, and at least three (3) months prior to the expiry or sooner surrender (to which surrender the parties have granted their mutual written consent) of the Term, Tenant will, at its sole cost and expense, obtain an intrusive environmental site assessment of the Premises and/or an intrusive environmental audit of the operations of the Premises (collectively, "Assessment") from an independent and qualified environmental consultant approved by Landlord in writing in advance ("Approved Consultant") and shall deliver to Landlord a duplicate copy of any reports produced by the Approved Consultant in connection with the Assessment, including a reliance letter in favour of Landlord providing reliance for Landlord on the work completed by the Approved Consultant as if Landlord itself had retained the Approved Consultant ("Reliance Letter"). If this Lease is terminated prior to the expiry of the Term in accordance with the provisions of Article 16 of this Lease, Landlord, at its option (acting in its sole and absolute discretion), as soon as reasonably possible following any such termination, may itself obtain the Assessment from its environmental consultant ("Landlord Consultant") and all costs and expenses incurred by Landlord in so doing, together with an administration charge equal to fifteen percent (15%) of such costs and expenses, shall be payable forthwith by Tenant to Landlord as Additional Rent. If any Assessment reveals the existence of any Hazardous Substances for which Tenant is responsible hereunder at the Premises or on or about the Project or the Lands or which emanates therefrom onto any adjacent property, then Tenant will, at its sole cost and expense, be required to remove same to the satisfaction of the Approved Consultant or Landlord's Consultant, as the case may be, and to the satisfaction of Landlord, in their sole and absolute discretion (the "Remediation"). In completing the Remediation, Tenant will act diligently and expeditiously and in a good and workmanlike manner, in accordance with the applicable provisions of this Lease and all applicable Laws, and in such manner so as to minimize interference with the use and operation of the Project by Landlord and the other tenants and occupants thereof. If such Remediation cannot reasonably be completed prior to the expiry or sooner surrender of the Term, or if such Remediation is being completed following the earlier termination of the Term (whether or not such Remediation is being completed by Tenant or Landlord), the provisions of subsection 11.4(b) of this Lease shall apply. Tenant will compensate Landlord, its successors and assigns, for any demolition or destruction of, on, under or to the Project which results from the Remediation and Tenant will, at its sole cost and expense, repair or replace the Premises or any buildings or other leasehold improvements in or on the Premises or the Project and any demolished or destroyed property on, under or attached to the Premises or any portion of the Project following such Remediation, including the removal, treatment, disposal, restoration and replacement of the soil or any other part of the Project as may be required by Landlord, or any Authority pursuant to any Environmental Laws and shall restore the Project to the condition in which it existed prior to the commencement of such Remediation (and, otherwise, to the condition in which the Project existed prior to the contamination for which such Remediation is required) using building materials of like kind and quality but which, in any event, must be acceptable to Landlord, acting reasonably. Prior to commencing any Remediation, Tenant will provide Landlord with a written scope of work (prepared by Tenant at its expense) for Landlord's written approval, not to be unreasonably withheld, and Tenant will deliver to Landlord any related bonds or other financial assurances as may be required by Landlord in connection therewith. Landlord shall be entitled to have Landlord Consultant attend during the Remediation (and any testing, inspections, surveys and studies in connection therewith) and Landlord shall be entitled to itself take duplicate samples of any material being sampled, all at Tenant's sole cost and expense. Tenant will provide duplicate copies to Landlord of any inspection, investigation or assessment reports conducted or prepared in connection with the Remediation and same shall be accompanied by a Reliance Letter. In the event of any dispute hereunder between Landlord Consultant and the Approved Consultant, the opinion of Landlord Consultant shall be final and binding upon the parties.

 

(d)  Tenant will not be permitted to carry out any type of risk assessment of the Premises or the Project as purported compliance with the requirements of this Section 8.11 and this subsection 8.11(d) supersedes any other provision of this Lease to the contrary.

(e)  Any Hazardous Substances on or about the Premises for which Tenant is liable pursuant to this Section 8.1 1 will remain the sole and exclusive property of Tenant and will not become the property of Landlord, notwithstanding the degree of affixation to the Premises. This affirmation of Tenant's interest in the Hazardous Substances or the goods containing the Hazardous Substances shall not, however, prohibit Landlord from dealing with such material as otherwise provided for in this Lease.

  (f)      Tenant has completed the environmental questionnaire attached hereto as Schedule "D" and agrees to forthwith advise Landlord, in writing, of any amendments thereto.

  (g) Wherever in this Section 8.11, reference is made to, or an obligation or restriction is imposed on, Tenant, same shall be deemed to include Tenant and/or any Tenant's Parties.

9.1  Utilities, Heating and Air Conditioning

(a)  Subject to interruption beyond its control, Landlord will provide all utility services for the normal use of the Premises, as determined by Landlord, acting reasonably. All expenses relating to such usual use will, except to the extent otherwise expressly provided herein, form part of Operating Costs and will be payable by Tenant in accordance with the applicable provisions of this Lease.

(b)  As at the date hereof, gas and hydro supplied to the Premises are measured by separate meters and Tenant will pay to Landlord or to the supplier of such utilities, as Landlord directs, the cost of such gas and hydro consumption in the Premises, as Additional Rent, on the basis of such actual consumption.

(c)  Tenant's use of any utilities shall not exceed the available capacity of the existing systems from time to time. If Tenant desires at any time to obtain any such utilities or HVAC in excess of such available capacity, Tenant may supply and install at its expense any special wires, conduits or other equipment necessary to provide such additional capacity subject to the prior written consent of Landlord. If consumption  of utilities on the Premises  should, at any time, overload the available capacity of the existing systems, Tenant will be responsible for all costs incurred by Landlord in respect of same and Tenant agrees to indemnify and save harmless Landlord from and against any and all costs, losses, claims, expenses, damages and liability whatsoever incurred by Landlord as a result of the overloading of such systems.

(d)  Tenant and Tenant's Parties agree to co-operate with any commercially reasonable practices or procedures that Landlord or any governmental or public authority may from time to time recommend or introduce in order to conserve or reduce consumption of energy or otherwise control other Operating Costs or utility consumption, including, without limitation, participating in all Building recycling, energy reduction and water conservation programs (such as, by way of example, keeping window coverings drawn, turning off lights in unoccupied areas and raising/lowering temperatures to accommodate utility demand reductions) as may be determined by Landlord from time to time.

(e)  To the extent any utility is not measured by way of separate meters Landlord, acting reasonably, shall allocate the cost of same among the various users thereof and such allocation by Landlord shall be final and binding upon Tenant.  If Landlord, acting reasonably, determines Tenant to be an excess consumer of any such utility (not separately metered) in the Premises, at Landlord's option, Tenant will install at its expense a separate meter or check meter to measure the consumption of same, the type of meter and location to be as determined by Landlord. Whether or not there are separate meters or checks meters measuring the utilities consumed in the Premises, Landlord, acting reasonably, may charge (and Tenant will pay for) such utilities based on Landlord's estimate or Tenant's Proportionate  Share.

 

(f)  Tenant will operate the HVAC equipment within or serving the Premises ("HVAC Units") in such manner so as to maintain such reasonable conditions of temperature, air circulation and humidity within the Premises, as determined by Landlord. Tenant will comply with all rules and regulations as Landlord shall make from time to time respecting the maintenance, repair and operation of all such HVAC Units.

(g) Landlord will be responsible for quarterly inspection and general maintenance of the HVAC Units, the costs for which shall be included in Operating Costs. For greater certainty, all repairs which are from time to time necessitated to the HVAC Units, as determined by Landlord, shall be completed by Tenant at its expense using reputable contractors which have  received  the prior written approval of Landlord  and otherwise, shall be completed in accordance with the applicable provisions of this Lease. Any replacement of the HVAC Units which may from time to time be required, as determined by Landlord, shall be completed by Landlord, the costs for which shall be included in Operating Costs, except to the extent to which such replacements are necessitated due to the act or omission of Tenant or Tenant's Parties, in which event Tenant will be responsible for the cost of same, plus fifteen percent (15%) of such cost as Landlord's overhead, as Additional Rent, payable to Landlord forthwith upon demand therefor.

9.2  Exclusive Supplier

10.2  Approval of Repairs and Alterations

(a)  Tenant will not make any repairs, replacements, changes, additions, improvements or alterations (collectively "Alterations") to the Premises, the Building or elsewhere on the Project without Landlord's prior written consent, which consent shall not be unreasonably withheld unless such proposed Alterations might: (i) in any way affect the roof or structure of the Building or the demising walls or entrances of the Premises or the base Building standard mechanical, electrical, utility, sprinkler, communications or other similar systems within the Premises or the Project; (ii) in the opinion of Landlord, detrimentally affect the appearance or quality of the Premises or the portion of the Project in which the Premises are located, or impair the value or usefulness of the Premises or the Project; or (iii) in any way affect the coverage of the Project for zoning purposes, or parking requirements for the Project, in any of which cases such consent may be withheld unreasonably  and in Landlord's sole discretion.

(b)  With its request for Landlord's consent, Tenant will submit to Landlord details of the proposed Alterations including permit-ready plans and specifications prepared by qualified architects or engineers. Such Alterations will be completed in accordance with the permit-ready plans and specifications approved in writing by Landlord  (and,  where  applicable,  by  Landlord's  insurers) and in accordance with the Tenant Design Criteria Manual, if any, for the Project.

 

(c)  All Alterations will be planned and completed in compliance with all Laws and, prior to commencing any Alterations Tenant will: (i) at its expense, obtain, and deliver to Landlord copies of, all necessary permits and licences; and (ii) deliver to Landlord certificates of insurance from all contractors and sub-contractors engaged to perform such Alterations evidencing insurance coverage satisfactory to Landlord, acting reasonably, which coverage shall include commercial general liability insurance for bodily injury and property damage on an occurrence basis with coverage for any one occurrence or claim of not less than Five Million Dollars ($5,000,000.00) per occurrence, naming Tenant, Landlord, and any others designated by Landlord, as additional insureds. Tenant hereby agrees that neither Landlord, nor any Landlord's Parties, shall be liable for any Liabilities whatsoever, howsoever incurred by Tenant as a result of any delays in commencing and/or completing Alterations as a result of delays incurred in  receiving required permits therefor.

(d)  Tenant will, prior to the commencement of any such Alterations, furnish to Landlord at Tenant's expense such evidence as reasonably required by Landlord of the projected cost of Alterations and Tenant's ability to pay for same as and when due, together with such indemnification against costs, liens and damages as Landlord, acting reasonably, requires including, if required by Landlord, a performance bond in such terms and issued by such company as shall be acceptable to Landlord in its sole discretion in an amount at least equal to the estimated cost of such Alterations, guaranteeing completion of such Alterations within a reasonable time, free and clear of any liens or encumbrances.

(e)  All Alterations will be performed at Tenant's cost, promptly and in a good and workmanlike manner and in compliance with Landlord's rules and regulations by competent contractors or workmen who will be approved by Landlord, acting reasonably, and who shall, if necessary to avoid labour disruption, be compatible with the labour affiliation, if any, of Landlord's contractors and workers working in the Building.

(f)  Unless expressly authorized by Landlord in writing to the contrary, all Alterations which, under applicable Laws, may not be undertaken without a building permit, or which might affect the roof or structure or any base Building standard mechanical, electrical, utility, sprinkler, communications or other similar systems within the Premises or the Project (any of which is hereby termed a "Major Alteration") will, at Landlord's option, be performed at Tenant's expense by Landlord or by contractors designated by Landlord and under Landlord's supervision and under the supervision of a qualified architect or engineer approved by Landlord, in advance. For each Major Alteration, Tenant will pay to Landlord forthwith upon request the aggregate of:

(i)  the sum of all out-of-pocket amounts paid or payable by Landlord in connection with such Major Alterations including, without limitation, the cost of such Major Alterations and all costs incurred by any contractors, architects and/or engineers engaged by Landlord to perform and/or supervise such Major Alterations, prepare and/or review plans, drawings and specifications for such Major Alterations, all of whose costs shall be reasonably competitive in the marketplace for comparable services, comparably performed;

(g)  All Alterations (including Major Alterations), the makng of which might disrupt other tenants or occupants of the Project or the public, shall be performed outside of the hours from 7:00 a.m. to 6:00 p.m. Monday through Friday.

(h)  If Tenant performs any Alterations (including Major Alterations) without compliance with all of the foregoing provisions of this Article 10, Landlord, without prejudice to and without limiting Landlord's other rights pursuant to this Lease and at law, shall have the right to require Tenant to remove such Alterations forthwith and either restore the Premises (or Building or Project or portion thereof, as the case may be) to the condition in which they existed prior to such Alterations or to require Tenant to perform such Alterations in compliance with the foregoing provisions of this Article 10.

(i)  The opinion in wntmg of Landlord's Expert shall be binding on both Landlord and Tenant respecting all matters of dispute regarding any Alterations, including the state of completion and whether or not work is completed in a good and workmanlike manner and in accordance with plans and specifications for same as approved by Landlord (and/or Landlord's insurers, as applicable).

 

(k)  Tenant will ensure that all cabling installed in connection with any Alterations is appropriately labelled. For greater certainty, installation of flammable cabling shall be strictly prohibited.

(1)  Upon completion of Alterations, Tenant will deliver to Landlord evidence, satisfactory to Landlord, acting reasonably, that all building permits related to the Alterations have been properly satisfied and closed.

(m)  Tenant will (whether or not such consent is granted and without duplication of any costs set forth in subsection 10.2(f) above), pay to Landlord forthwith upon request all of Landlord's reasonable out-of-pocket costs incurred in:

(i)  dealing with Tenant's request for Landlord's consent to any Alterations; and

(ii)  inspecting and supervising any such Alterations including, without limitation, fees of architects, engineers and designers,

10.3  Notice by Tenant

10.4  Ownership of Leasehold Improvements

10.5  Construction Liens

(a)  Tenant will furnish to Landlord forthwith upon demand a statutory declaration or other evidence satisfactory to Landlord stating that there are no such encumbrances, and that all accounts for work, services and materials have been paid in full with respect to all Alterations, together with evidence in writing satisfactory to Landlord, acting reasonably, that all assessments under the Worker's Compensation Act have been paid. In addition to the foregoing, Tenant will also submit to Landlord, forthwith, any other information requested by Landlord, acting reasonably, regarding the supply of work, services and materials in connection with such Alterations including, without limitation, reasonable details of the costs actually expended by Tenant in the performance of such Alterations.

(b)  Notwithstanding anything contained herein, including without limitation the provisions relating to Landlord's approval of the plans and specifications pertaining to the Alterations and to any rights of Landlord to perform any Major Alterations or do any other thing on Tenant's behalf, and notwithstanding any notice which may be received by Landlord from any of Tenant's contractors or sub-contractors, Landlord shall not be liable, and no lien or other encumbrance shall attach to Landlord's interest in the Premises pursuant to the Construction Lien Act, in respect of materials supplied or work done by Tenant or on behalf of Tenant or related to the Alterations, and Tenant will so notify or cause to be notified all its contractors and sub-contractors. Tenant hereby acknowledges and agrees that the provision of any materials, work or services performed by Landlord at Tenant's expense in respect of any Alterations or pursuant to any provision hereof shall be deemed to be provided by Landlord on Tenant's behalf as Tenant's contractor.

(c)  Tenant will make all such payments and take all such steps as may be necessary to ensure that no lien or other charge or claim therefor or certificate of action in respect thereof (any of which is herein referred to as "Lien") is registered against the Project or any portion thereof or against either Landlord's or Tenant's interest therein as a result of any work done for, or services or material supplied to, Tenant, or in respect of the Premises. Tenant will cause any such registrations to be discharged or vacated within ten (10) days after notice from Landlord or after registration, whichever is earlier.

(d)  Tenant will indemnify and save harmless Landlord from and against any Liabilities arising in connection with any work done for or services or materials supplied to Tenant or in respect of the Premises.

(e)  If Tenant permits any such lien registration or fails to cause any such registration to be discharged or vacated as aforesaid then, in addition to any other rights of Landlord, Landlord may, but shall not be obliged to, discharge or vacate the same by paying into court the amount claimed to be due together with any other amounts and all amounts so paid and all costs incurred by Landlord, including legal fees and disbursements, in thus arranging for the discharging or vacating of any such Lien will be paid by Tenant to Landlord forthwith upon demand together with an administration fee calculated at fifteen percent (15%) of all such costs (excluding such amounts as are paid into court).

 

10.6  Landlord's Obligations

11.  END OF TERM

11.l  Vacating of Possession

(a)  Forthwith upon the expiry or earlier termination of the Term, Tenant will peaceably deliver to Landlord vacant possession of the Premises in the condition in which Tenant is required to keep the Premises during the Term pursuant hereto and will leave the Premises in a neat, clean and broom swept condition and Tenant will deliver to Landlord all keys for the Premises and all keys or combinations to locks on doors, safes or vaults in the Premises.

(b)  If Tenant does not remain in possession of the Premises beyond the expiry of the Term pursuant to the provisions of Section 11.4 below, Tenant covenants and agrees that if it fails to deliver vacant possession of the Premises to Landlord on or before the date of expiry or earlier surrender of this Lease in the manner prescribed under this Lease, then:

(i)  Landlord shall have the right, at Tenant's full cost and expense, to retake possession of the Premises and remove all persons, property and items therefrom and dispose of all property in such manner and for such or no consideration as Landlord desires, or to remove such property or any part thereof from the Premises to a place of storage, all in accordance with Section 11.2 below; and

(ii)  Tenant will indemnify and hold harmless Landlord and Landlord's Parties from any and all Liabilities whatsoever incurred as a result thereof (including, without limitation, any loss of rentals), and if legal action is brought for the recovery of possession of the Premises, Tenant win pay to Landlord, forthwith upon demand, any and all costs and expenses (including, without limitation legal fees on a substantial indemnity basis and expenses) incurred on account thereof, together with all damages for which Tenant may be liable.

11.2  Removal of Trade Fixtures

 

11.3  Removal of Leasehold Improvements

(a)  Prior to expiry or forthwith on the earlier termination of this Lease, Tenant will, at its sole cost and expense: (i) remove from the Premises such of the Leasehold Improvements as required by Landlord to be removed; (ii) restore tbe Premises to base Building condition (or to such other condition as is determined by Landlord at such time); and (iii) repair any damage caused thereby ("Restoration"). All Restoration completed by Tenant shall be completed in accordance with the Tenant Design Criteria Manual, if any, for the Project, or Landlord's reasonable requirements.

(b)  At Landlord's option, Landlord shall have the right, at Tenant's cost to be paid forthwith upon demand as an Excess Cost hereunder, to perform such Restoration.

(c)  Tenant will co-operate with Landlord in its completion of a move-out inspection prior to the expiry or earlier termination of this Lease and will perform all Tenant's obligations pursuant hereto, disclosed thereby.

(ii)  If Tenant remains in possession of all or any part of the Premises after the expiry of the Term without the express written consent of Landlord, Landlord's acceptance of Rent after the expiry of the Term shall not constitute Landlord's consent to such overholding and, in such case and until such time as the parties enter into a written agreement which provides otherwise, Tenant will be required to pay a monthly Rent calculated at two hundred percent (200%) of an amount determined by taking 1/12 of the Last Year's Rent.

12.  DAMAGE AND DESTRUCTION

12.2  Damage to Premises

(a)  If there is damage and/or destruction to the Premises and/or a release of Hazardous Substances on the Premises ("Damage") such as to render the whole or any part of the Premises unusable or inaccessible for the purpose of Tenant's use and occupancy thereof, Landlord shall deliver to Tenant, within sixty (60) days following the occurrence of such Damage, the Expert's written opinion ("Opinion") as to the actual repair time ("Actual Repair Time"), being the amount of time it will take to repair, reconstruct or Remediate, as the case may be, such Damage, to the extent of Landlord's obligations hereunder, employing normal construction/remediation methods (without overtime or other premium), following Landlord's receipt of all permits required for such repair, reconstruction or Remediation.

(b)  If this Lease is not terminated as herein in this Article 12 provided, Landlord shall diligently proceed to perform such repairs and/or reconstruction and/or Remediation (collectively, "Landlord's  Reconstruction  Work")  to  the Premises  to  the extent of its express  obligations pursuant to this Lease and Tenant, commencing as soon as is practicable but without interfering with Landlord's Reconstruction Work, shall diligently proceed to perform such repairs and/or reconstruction and/or Remediation as are Tenant's responsibility pursuant hereto (collectively, "Tenant's Reconstruction Work"). In any event, within thirty (30) days after Landlord has completed the Landlord's Reconstruction Work to the Premises to the point where Tenant could commence Tenant's Reconstruction Work or commence the conduct of business on the Premises, Tenant will complete Tenant's Reconstruction Work to the Premises and shall fully fixture (if applicable) the Premises and recommence the operation of Tenant's business as permitted and required pursuant hereto.

(i)  according to the Opinion, the Actual Repair Time exceeds one hundred eighty (180) days; or

(ii)  at the time of occurrence of such Damage Tenant was not in actual physical occupancy of the whole of the Premises for the active and diligent conduct of business therefrom, or

(iii)  such Damage occurs within one ( 1) year prior to the expiry of the Term and either there are no remaining rights in favour of any party hereto to extend or renew this Lease or any party hereto having the right to renew or extend this Lease fails to do so within fifteen (15) days following the occurrence of such Damage (it being acknowledged that any express notice provisions for same would thereby be waived), or

(iv)  the cost of the Landlord's Reconstruction Work to the Premises exceeds by twenty-five percent (25%) or more the amount of insurance proceeds, if any, made available to Landlord therefor,

(1)  Landlord may elect, by Notice to Tenant, and,

(2) in the case of subsection 12.2(c)(iii) above only, Tenant may elect, upon Notice to Landlord,

(d)       If the Damage is such as to render the whole or any part of the Premises unusable or inaccessible in whole or in part for the purpose of Tenant's use and occupancy, as permitted hereby, and if immediately prior to the occurrence of such Damage, Tenant was using substantially all of the Premises for the purposes as permitted by and as otherwise required pursuant to the terms of this Lease, then the Rent payable hereunder shall abate from the date of such Damage, to the extent that Tenant's use and occupancy of and/or ability to access the Premises is in fact thereby diminished, which determination shall be made by the Expert, until the earlier of: (i) the thirtieth (30th) day after the Premises are ready for Tenantto commence Tenant's Reconstruction Work, as determined by Landlord; and (ii) the date on which Tenant first commences the conduct of business in any part of the Premises which had been Damaged following the date of the occurrence of such Damage.

 

12.5  Determination of Matters

13.  INSURANCE AND INDEMNITY

13.l  Landlord's Insurance

13.2  Tenant's Effect On Landlord's and Other Insurance

(i)  provide that the insurance shall not be cancelled without Tenant's insurer endeavouring to deliver to Landlord at least thirty (30) days' prior written notice ("Cancellation Notice"); notwithstanding the foregoing, in any case where Tenant's insurer will not agree to endeavour to deliver  a Cancellation Notice directly to Landlord, by its execution and delivery of this Lease, Tenant hereby covenants and agrees to deliver to Landlord a copy of any Cancellation Notice issued to Tenant by its insurer immediately upon receipt thereof, or immediate Notice of any cancellation which is otherwise authorized by Tenant;

(ii)  be placed with a company licensed to sell commercial insurance in Canada and in the province in which the Premises are located; and

(e)  Without limiting the generality of Section 13.5 below, Tenant acknowledges and agrees that, if it fails to obtain and maintain in force any of the insurance policies set out in this Section 13.3, then Tenant will indemnify and hold harmless Landlord and Landlord's Parties in respect of any such losses arising therefrom.

13.4  Consequential Damage

13.5  Indemnity of Landlord

(b)  For greater certainty, it is agreed that it shall be reasonable for Landlord to withhold its consent to a Transfer, if:

(c)  Notwithstanding the foregoing, provided the Tenant is the Tenant named in this Lease and there has been no prior Transfer and, further, provided there is no Uncured Event of Default, then Tenant will be permitted to assign this Lease or sublet the Premises in whole or in part (a "Permitted Transfer") on prior Notice to Landlord accompanied by any information which may be required for Landlord to consider the Financial Covenant (as hereinafter defined), but without the prior written consent of Landlord, to:

(a)  All requests to Landlord for consent to any Transfer shall be made to Landlord in writing together with:

(i)  a copy of the agreement pursuant to which the proposed Transfer will be made; and

(ii)  such information in writing as a landlord might reasonably require respecting a proposed Transferee and which might be required to provide Landlord with all the information necessary to determine whether or not the provisions of subsection 14.l(b) above have been complied with, and which information shall include, without limitation, the name, business and home addresses and telephone numbers, business experience, credit information and rating, financial position and banking and business references and description of business to be conducted by the Transferee on the Premises and parking requirements for such business.

(ii)  agree, confirm and acknowledge that Tenant will not agree to any amendment, surrender or early termination of this Lease and will not prepay any Rent by more than one ( 1) month beyond the specific terms hereof, without the prior written consent of any mortgagee or assignee of Landlord to which the Status Statement is given.

(c)  It is hereby understood and agreed that the Status Statement is intended to be relied upon by Landlord or an actual or prospective lender, purchaser and assignee of any interest of Landlord under this Lease or in the Project.

15.2  Subordination

17.4  Use of Common Facilities

 

17.5  Rules and Regulations

(a)  Attached hereto as Schedule "E" are the current rules and regulations for the Project. Landlord may, from time to time, amend such rules and regulations  and/or make any further rules and regulations for the management and operation of the Project as Landlord shall determine, and Tenant and Tenant's Parties shall be bound by and shall comply with all of such rules and regulations attached hereto and any amended and further rules and regulations of which notice is given to Tenant from time to time and all of such rules and regulations shall be deemed to be incorporated into and form a       of this Lease.

(b)  To the extent that any future or other rules and regulations conflict with any express provision of this Lease, the express provision of this Lease shall prevail. The imposition of any rules and regulations shall not create or imply any obligation of Landlord to enforce them or create any liability of Landlord for their non-enforcement or otherwise.

17.6  Access to Premises and Suspension of Utilities

(a)  Landlord, without limiting any other rights Landlord may have pursuant hereto or at law, shall have the right, but not the obligation, to enter the Premises at any time on reasonable notice, (except in the case of a real or perceived emergency when no notice shall be required) and for any of the following purposes:

(i)  to examine the Premises to view the state of repairs, condition and use thereof, and to perform any maintenance, repairs and alterations to the same or any part thereof as may be required or permitted by this Lease and to perform any maintenance, repairs and alterations to the Project and to any mechanical, electrical, HVAC equipment and services located therein serving the Premises or any other part of the Project, and for all of such purposes, Landlord may take such material and equipment into the Premises as Landlord may require;

(ii)  to protect the Premises or any part of the Project in respect of any construction or other work being performed in premises adjoining or in the vicinity of the Premises or the Project;

(b)  Landlord shall have the right to run through or locate in the Premises conduits, wires, pipes, ducts and other elements of any systems for utilities, HVAC, telephone and other communications systems and any other such systems to serve the Premises or the Project or any parts thereof and Landlord shall have access for itself and those designated by it to the Premises for the purpose of inspecting, maintaining, repairing, replacing, altering such conduits, wires, pipes, ducts and other elements of any such systems and any services in respect of any of the same. Notwithstanding the foregoing, the Rentable Area of the Premises shall be deemed not to be reduced or otherwise affected as a result of any of such systems being located on or running through the Premises. Landlord shall also have access to the Premises for other tenants of the Project and for itself and those designated by it to inspect services and/or to perform such work in respect of the Project as Landlord shall deem necessary.

(a)  If the whole or any part of the Premises shall be expropriated (which term shall for the purposes of this Article 18 include expropriation, condemnation or sale by Landlord to an authority with the power to expropriate, condemn or take) by any competent authority, then: (i) Landlord and Tenant will co-operate with each other in respect of such expropriation so that Tenant may receive the appropriate award to which it is entitled in law for relocation costs and business interruption and so that Landlord may receive the maximum award to which it may be entitled in law for all other compensation arising from such expropriation, including, without limitation, all compensation for the value of Tenant's leasehold interest in the Premises, all of which shall be the property of Landlord, and all of such Tenant's rights in respect of such expropriation, excluding only rights in respect of relocation costs and business interruption, shall be and are hereby assigned to Landlord; to give effect to such assignment to Landlord, Tenant will execute such further documents as are necessary, in Landlord's opinion, to effect such assignment, within ten (10) days after demand; and (ii) this Lease shall continue in full force and effect in accordance with its terms unless and until the date on which this Lease is terminated as a result of such expropriation;

19.  MISCELLANEOUS

19.1  Notices

19.2  Planning Act

19.3  Complete Agreement

19.4  Time of the Essence

4141 Sladeview Crescent

 

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