NET LEASE PSS INVESTMENTS I INC., TPP INVESTMENTS I INC., THE GREAT-WEST LIFE ASSURANCE COMPANY and LONDON LIFE INSURANCE COMPANY as Landlord AND CRANIUM TECHNOLOGIES LTD. as Tenant

 

(b)     modernization and Improvements to the Building,

9.2	Proceeds of Insurance

 

Landlord shall make all reasonable attempts to utilize the proceeds of insurance as well as to exercise any and all reasonable recourses available to Landlord against any contractor, builder, supplier or any third party in order to reduce Tenant's liability for repairs, maintenance, replacements, modernization and Improvements, provided however, that Tenant shall notwithstanding any such proceedings advance the amounts required to be paid by Tenant hereunder and to receive its proportion of any reimbursement so obtained by Landlord, and provided further that Tenant shall advance its proportionate share being the Proportion utilized in Article 2.1(10) of costs and expenses of any legal action as Landlord may institute against any such party.

 

Landlord shall have no obligation to litigate any such claim and may settle, compromise, consent to, waive or otherwise determine in its discretion any claim without notice to, consent or approval of Tenant.

 

9.3	Tenant's Responsibility

 

Tenant shall be solely responsible for any and all injury and damages suffered by Landlord and/or Tenant and/or co-tenants or other occupants of the Building and their respective officers, agents, employees, servants, visitors, contractors, subcontractors and suppliers, and for any and all injury or damage to the Building and/or to the Premises, and/or the Alterations, and/or the Improvements, and/or the furnishings, fixtures, partitions or any equipment or merchandise (including damage caused by the overflow or escape of water, steam, gas, electricity or other substance, or the falling of any substance), caused or occasioned by Tenant, or the officers, agents, employees, servants, visitors, contractors, subcontractors and suppliers of Tenant, and whether due to negligence or careless operation or otherwise. Any and all such injury and damages may be repaired by Landlord at the expense of Tenant.

 

 

9.4	Fire, Police and Health Departments' Regulations

 

Tenant shall not do, or permit anything to be done on or about the Premises or the Building or the Land which may injure or obstruct the rights of Landlord, or of co-tenants or other occupants of the Building, or of owners or occupants of adjacent or contiguous property, or do anything which is a nuisance, and Tenant shall not do or permit anything to be done on or about the Premises or the Building or the Land or bring or keep anything therein which will in any way conflict with the regulations of the Fire, Police, or Health Departments or with the rules, regulations, by-laws or ordinances of any governmental authority having jurisdiction over the Premises and/or the Building and/or the Land, all of which Tenant undertakes to abide by and conform to.

 

9.5	Fire Protection Equipment

 

Tenant specifically undertakes to install and maintain at its cost such fire protection equipment including, without limitation, emergency lighting as is deemed reasonably necessary or desirable by Landlord or any governmental or insurance body, and if so required by Landlord or any such body Tenant shall appoint a warden to coordinate with the fire protection facilities and personnel of Landlord.

 

9.6	Exhibitions, Signs or Advertisements Inside or Outside the Premises

 

No activity considered offensive or improper by Landlord shall be permitted by Tenant in or about the Premises, the Building or the Land, and no sign, advertisement, notice, awning or electrical display shall be placed on any part of the outside or inside of the Premises and/or the Building and/or the Land, or in any area near the same, except with the written consent of Landlord.

 

Landlord shall have the right in its absolute discretion to enter into the Premises or the Building or the Land and to remove and/or eliminate anything not in conformity herewith.

 

9.7	Supervision Fee for Tenant Repairs

 

Should Landlord deem it necessary to undertake any repairs or to do anything which is required to be undertaken or done by Tenant under this lease then Tenant shall pay to Landlord as a fee for supervision or carrying out of Tenant's obligation an amount as additional rent equal to 15% of the cost of the obligation, repairs or other work, carried out by or under the supervision of Landlord, which amount shall be in addition to the cost of such obligation or work and shall be collectable by Landlord from Tenant as if it were rental in arrears.

 

9.8	Privileges and Liens

 

Tenant shall require that any contractors, prior to effecting any work on the Premises, and if permitted under the governing law, provide Landlord with a waiver and release of any and all privileges or rights of privilege or liens that may then or thereafter exist for work done/or to be done or labour performed/or to be performed or material furnished/or to be furnished under any contract or subcontract; or in the event such waiver and release is not permitted or is not obtained, furnish adequate security acceptable in all respects to Landlord to guarantee the payment in full for all such work, labour or materials.

 

In any event, any mechanics' lien or privilege filed against the Premises or the Building for work claimed to have been done or materials furnished to Tenant shall be discharged by Tenant within 10 days thereafter at Tenant's expense. For the purposes hereof, the bonding of such lien by a reputable casualty or insurance company reasonably satisfactory to Landlord shall be deemed the equivalent of a discharge of any such lien. Should any action, suit or proceeding be brought upon any such lien for the enforcement or foreclosure of the same, Tenant agrees, at its own cost and expense, to defend Landlord therein, by counsel satisfactory to Landlord, and to pay any damages and satisfy and discharge any judgment entered therein against Landlord.

 

 

Tenant shall not leave the Premises unoccupied or vacant (and surrender of the keys shall not be necessary in order that the Premises may be deemed unoccupied or vacant) during the term of this lease. Acceptance of the surrender of this lease shall not be effective unless made in writing and signed by Landlord.

 

 

ARTICLE 11- ASSIGNMENT AND SUBLET TING

 

Tenant shall not be entitled to assign, transfer or encumber this lease, or any part thereof, or any of Tenant's title or interest therein or thereto, or sublet the whole or any part of the Premises or permit the Premises or any part thereto to be used by another without conforming to the terms of the next paragraph hereof, and in any event without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord's refusal of consent shall be deemed reasonable (without in any way restricting Landlord's right to refuse its consent on other reasonable grounds) where the assignee or sub-tenant proposed by Tenant is then a tenant of the Building and Landlord has or will have during the next ensuing 6 months suitable space for rent in the Building. The consent of Landlord to any such assignment, transfer, encumbrance, subletting and/or use shall not constitute a waiver of this Article, and shall not be deemed to permit any further assignment, transfer, encumbrance, subletting or use by another. Notwithstanding any such assignment, transfer, encumbrance, subletting and/or use, Tenant shall remain jointly and severally, without benefit of division or discussion, responsible for the payment of the rental and the performance of the other obligations of Tenant under this lease.

 

The following shall be deemed to be an assignment or sublease for the purpose of the lease and shall require the prior written consent of Landlord and the prior compliance with all of the provisions of this Article 11:

 

(1)	if any person other than Tenant has or exercises the right to occupy, manage or control the Premises or any part thereof, or any of the business carried on therein, other than subject to the direct and full supervision and control of Tenant; or

 

(2)	if effective control of Tenant is acquired or exercised by a person not having effective control of Tenant at the date of execution of the lease.

 

11.2	Advertising the Premises for Subletting

 

Tenant shall not print, publish, post, mail, display, broadcast or otherwise advertise or offer the whole or any part of the Premises for purposes of assignment, sublet, transfer or encumbrance, and shall not permit any broker or other party to do any of the foregoing, unless the complete text and format of any notice, advertisement or offer for any of the aforesaid purposes shall have first been approved in writing by Landlord. Without in any way restricting or limiting Landlord's right to refuse any text and format on other grounds, any text and format proposed by Tenant shall not contain any reference to the rental rate for the Premises.

 

11.3	Conditions Precedent to any Assignment or Subletting

 

As a condition precedent to any assignment of this lease or subleasing of the whole or any part of the Premises:

 

(1)	Tenant shall indicate to Landlord the bona fide assignee or sub-tenant and the specific terms and conditions of such proposed assignment or sublease; and

 

(2)	Tenant shall first offer to assign or sublease, as the case may be, to Landlord on the same terms and conditions and for the same rental as provided in this lease.

 

11.4	Delays in Accepting Assignee or Subtenant

 

Landlord shall have a period of 30 days in which to accept the offer referred to in Article 11.3(2) and if not so accepted Tenant shall have a period of 60 days thereafter in which to assign or sublease on obtaining the prior written consent of Landlord as hereinabove provided to the party and in accordance with the terms and conditions so indicated to Landlord.

 

 

11.5	Transfer to Assignee or Subtenant

 

In the event that Tenant does not so assign or sublet within such 60 day period, Landlord's consent to such assignment or subleasing shall be deemed null and void and Tenant shall not be permitted to assign or sublet without again conforming to all of the express provisions hereof.

 

11.6	New Lease with Assignee

 

As an alternative to giving its consent to any sublease or assignment of lease, Landlord shall have the right to require the prospective sub-tenant or assignee to execute a new lease with Landlord under the same terms and conditions as contained in the offer from the bona fide assignee or sub-tenant, and in such event Tenant agrees to guarantee to Landlord (on Landlord's standard form of guarantee) the performance of all obligations of such sub-tenant or assignee under the new lease. Tenant agrees to pay to Landlord reasonable costs of administration incurred by Landlord to effect such new lease.

 

 

12.1	If the Premises shall be destroyed or damaged by fire or other casualty, insurable underfire and all risks insurance coverage, then:

 

	(1)	Premises Wholly Unfit for Occupancy and Not Repairable within 180 Days
		If in the opinion of Landlord the damage or destruction is such that the Premises are rendered wholly unfit for occupancy or it is impossible or unsafe to use and occupy them, and if in either event the damage, in the further opinion of Landlord (which shall be given by written notice to Tenant within 30 days of the happening of such damage or destruction) cannot be repaired with reasonable diligence within 180 days from the happening of such damage or destruction, either Landlord or Tenant may within 5 days next succeeding the giving of Landlord's opinion as aforesaid, terminate this lease by giving to the other notice in writing of such termination, in which event the term of this lease shall cease and be at an end as of the date of such destruction or damage and the rent and all other payments for which Tenant is liable under the terms of this lease shall be apportioned and paid in full to the date of such destruction or damage. In the event that neither Landlord nor Tenant so terminates this lease, rent shall abate from the date of the happening of the damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises;
	(2)	Premises Wholly Unfit for Occupancy and Repairable within 180 Days
		If the damage be such that the Premises are wholly unfit for occupancy, or if it is impossible or unsafe to use or occupy them but if in either event the damage, in the opinion of Landlord (which shall be given to Tenant within 30 days from the happening of such damage) can be repaired with reasonable diligence within 180 days of the happening of such damage, rent shall abate from the date of the happening of such damage until the damage shall be made good to the extent of enabling Tenant to use and occupy the Premises;
	(3)	Premises Partially Damaged and Repairable within 180 Days
		If in the opinion of Landlord, the damage can be made good as aforesaid within 180 days of the happening of such destruction or damage, and the damage is such that the Premises are capable of being partially used for the purposes for which leased, until such damage has been repaired, rent shall abate in the proportion that the part of the Premises rendered unfit for occupancy bears to the whole of the Premises.

12.3	Insurance Proceeds

 

In the event of the termination of this lease as hereinabove provided, all insurance proceeds excluding those relating to Tenant's property to the extent Tenant is not indebted to Landlord under the provisions of this lease, shall be and remain the absolute property of Landlord.

 

12.4	Repair of Alterations, Improvements of Tenant's Property

 

Nothing herein contained shall oblige Landlord to repair or reconstruct any Alterations, Improvements, or property of Tenant.

 

12.5	Where Tenant is at Fault

 

If any damage or destruction by fire or other cause to the Building or Premises, whether partial or not, is due to the fault or neglect of Tenant, its officers, agents, employees, servants, visitors or licensees, without prejudice to any other rights and remedies of Landlord and without prejudice to the rights of subrogation of Landlord's insurer:

 

(1)	Tenant shall be liable for all costs and damages,

 

(2)	the damages may be repaired by Landlord at Tenant's expense,

 

(4)	Tenant shall forfeit any abatement of rent provided in this Article 12 and rent shall not abate.

 

 

13.1     General Provisions

 

Save as set out in Article 12, there shall be no abatement from or reduction of the rent due hereunder nor shall Tenant be entitled to damages, costs, losses or disbursements from Landlord regardless of the cause or reason therefor (except where such cause or reason is Landlord's direct fault or negligence) on account of fire or other casualty. Neither shall there be any abatement or reduction of rent, or recovery by Tenant from Landlord on account of partial or total failure of, damage caused by, lessening of supply of, or stoppage of, heat, air-conditioning, electric light, power, water, plumbing, sewage, elevators, escalators or any other service, nor on account of any damage or annoyance occasioned by water, snow, or ice being upon or coming through the roof, skylight, trapdoors, windows, or otherwise, or by any defect or break in any pipes, tanks, fixtures, or otherwise whereby steam, water, snow, smoke or gas, leak, issue or flow into the Premises, nor on account of any damage or annoyance occasioned by the condition or arrangements of any electric or other wiring, nor on account of any damage or annoyance arising from any acts, omissions, or negligence of co-tenants or other occupants of the Building, or of owners or occupants of adjacent or contiguous property, nor on account of the making of Alterations, repairs, Improvements, or structural changes to the Building, or any thing or service therein or thereon or contiguous thereto provided the same shall be made with reasonable expedition.

 

Without restricting the foregoing, Landlord shall not be liable for any other damage to or loss, theft, or destruction of property, or death of, or injury to, persons at any time in or on the Premises or in or about the Building, howsoever occurring.

 

Notwithstanding the foregoing, liability of Landlord shall under no circumstances extend to any property other than normal office furniture which term, without limiting its normal meaning, shall not include securities, specie, papers, typewriters, electric computers, or other machines or other similar items.

 

 

13.2	Delay in Completion of Premises

 

Landlord shall not be liable for any damages suffered by Tenant should any delay in the completion of the Premises in any way delay or inconvenience the occupation thereof or the enjoyment of the Building or accessories or services.

 

13.3	Tenant Indemnification

 

Tenant covenants and agrees that it will protect, save and keep Landlord harmless and indemnified against any penalty or damage or charge imposed for any violation of any laws or ordinances occasioned by Tenant or those connected with Tenant, and that it will protect, indemnify, save and keep harmless Landlord against any and all damage or expense arising out of any accident or other occurrence on or about the Premises causing injury to any person or property (except to the extent Landlord may be otherwise liable therefor), and against any and all damage or expense arising out of any failure of Tenant in any respect to comply with and perform all the requirements and provisions of this lease.

 

13.4	Special Perm its

 

If any equipment, installation or apparatus to be used or installed by Tenant in the Premises requires a permit from any governmental authority, Tenant agrees to secure the required permit before installation at its expense and to file a copy of such permit with Landlord.

 

 

14.1	General Provisions

 

Landlord may, at any time and without liability to Tenant, enter the Premises to examine or to exhibit the same or to make Alterations and repairs, or for any purpose which it may deem necessary for the operation or maintenance of the Building or its equipment. During the last 9 months of the term of the lease or of its renewal, Tenant shall allow such person or persons as may be desirous of leasing the Premises to visit the same on business days between the hours of 9:00 a.m. and 5:00 p.m.

 

14.2	Alteration of Locks

 

Tenant shall install and maintain Landlord's building standard locking/keying system in the Premises and shall not alter any locks on any doors of the Premises without the prior written consent of Landlord. In no circumstances shall the locks on any doors alter the building standard locking/keying system to the intent that Landlord shall at all times have access to the Premises by way of the building standard key.

 

 

15.1	General Provisions

 

Tenant shall promptly and at its expense execute and comply with all laws, rules, orders, ordinances and regulations of the Municipal, Provincial and Federal authorities and of any department or bureau of any of them, and of any other governmental authority having jurisdiction over the Premises, Tenant's occupancy of the Premises or Tenant's business conducted thereon.

 

 

16.1	Landlord's Insurance

 

Landlord shall take out and keep in force throughout the term, upon such terms and conditions and in such amounts as would be maintained by a prudent owner of a property similar to the Building, the following insurance:

 

(1)	public liability and property damage liability insurance with respect to the Building;

 

(2)	fire and standard extended perils or "all risks" coverage and boiler and machinery insurance on all real and personal property owned by Landlord or for which it is legally responsible comprising or located upon the Building; and

 

 

(3)	such other forms of insurance as Landlord or its mortgagee, debenture holder or other secured creditor may from time to time consider advisable.

 

At the request of Tenant and at its expense, if any, Landlord will endeavour to obtain a waiver of the insurer's right of subrogation as against Tenant under the policies described in (2) above, provided that such waiver is obtainable by Landlord from its insurers. Notwithstanding such a waiver and any of the other provisions of this Article 16.1, Landlord shall retain all of its rights as against Tenant arising out of loss or damage to property of Landlord up to a limit of $250,000 or the Landlord's deductible, whichever is less in any one occurrence.

 

For greater certainty, nothing herein shall be construed as requiring Landlord to insure Improvements or any property owned or brought onto the Building by Tenant whether affixed to the Building or not. Tenant acknowledges and agrees that, notwithstanding that Tenant shall be contributing to the cost of Landlord's insurance with respect to the Building, Tenant shall not have any insurable interest in, or any right to recover any proceeds under any of Landlord's policies.

 

16.2	Tenant not to Jeopardize Landlord's Insurance

 

Tenant shall neither do, permit nor omit to be done, anything in the Premises or the Building which might result in any increase in the premiums for Landlord's insurance coverage or which might result in actual or threatened reduction or cancellation of or material adverse change in such coverage.

 

Tenant shall pay any such increases in premiums forthwith upon demand as additional rent. In determining Tenants responsibility for any increased premiums, a statement by the party establishing the relevant insurance rate shall be conclusive evidence of the various components of such rate. If any insurance coverage with respect to the Building or any part thereof is actually, or threatened to be, either cancelled, reduced or materially adversely changed by the insurer by reason of the condition, use or occupancy of the Premises or any part thereof, or any act or omission of Tenant or any person for whom Tenant is in law responsible, and if Tenant fails to remedy the condition, use, occupancy, act or omission giving rise to such actual or threatened cancellation, reduction or change within 10 days after notice thereof from Landlord (or any shorter period which shall be 2 days less than the period allowed to Landlord in the notice from Landlord's insurer), Landlord may at its option either:

 

(1)	re enter and take possession of the Premises forthwith by leaving upon the Premises notice of its intention so to do and thereupon the provisions of this lease respecting Landlord's remedies shall apply; or

 

(2)	enter upon the Premises and remedy such condition, use, occupancy, act or omission and Tenant shall on demand pay Landlord for the remedy as additional rent. Tenant agrees that no such entry by Landlord shall be deemed re entry or a breach of any covenant of quiet enjoyment contained in this lease.

 

Tenant agrees that Landlord shall not be liable for any damage to any property located on the Premises as a result of any such entry or re-entry by Landlord.

 

I6.3	Tenants Insurance

 

16.3.1

Throughout the term, including renewal as applicable, and such other times as Tenant occupies the Premises or any part thereof, Tenant shall, at its expense, take out and keep in force the following insurance:

 

(1)

"all risks" insurance upon property of every kind owned by Tenant, or for which Tenant is legally liable, or installed by or on behalf of Tenant in the Building, including, without limitation, all Alterations and Improvements, in an amount of not less than the full replacement cost thereof without any deduction for depreciation, which amount shall be conclusively determined by Landlord in the event of any dispute with respect thereto. Such coverage shall insure against fire and all other perils as are from time to time included in the standard "all risks" coverage including, without limitation, sprinkler leakages (where applicable), and earthquake, flood and collapse, and shall be subject to a replacement cost endorsement and a stated amount co insurance clause. Loss shall be payable to Tenant and Landlord as their interests may appear;

 

 

(2)

comprehensive general liability insurance including but not limited to occurrence basis property damage, personal injury liability, blanket contractual liability, liquor liability if Tenant has a liquor license, non owned automobile liability and products and completed operations with respect to the Premises and Tenant's use of the Building, coverage to include the activities conducted by Tenant and any of its servants, agents, contractors, subcontractors and persons for whom Tenant is in law responsible, in any part of the Building. Such policies shall have inclusive limits of at least $5,000,000 for each occurrence involving bodily injury, death or property damage, or such higher limits as Landlord may reasonably require from time to time. Such policies shall also include Tenant's legal liability insurance under an "all risks" form for the whole replacement cost of the Premises, including loss of use thereof. Such policies shall also contain cross liability and severability of interest clauses, and Landlord shall be named as an additional insured as shall Tenant's contractors and subcontractor, where applicable;

 

(3)

business interruption insurance for a minimum period of 24 months in an amount that will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against in Articles 16.3.1(1) and 16.3.1(4)(b) or attributable to prevention of access to the Premises or Building as a result of any such perils, including extra expense insurance if applicable; and

 

(4)	if applicable, any other form of insurance in such amounts and against such risks as Landlord may reasonably require from time to time, including without limitation the following insurance:

 

(a)	plate glass insurance on all internal and external glass in or about the Premises; and

 

(b)

comprehensive boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amount not less than the full replacement cost of all Improvements and Alterations and providing coverage with respect to all objects introduced into the Building by or on behalf of Tenant and containing a joint loss endorsement or agreement.

 

16.3.2

Each of Tenants insurance policies as aforesaid or any other policies which Tenant may take out shall contain:

 

(1)	a waiver of any subrogation rights which Tenants insurers would have against Landlord or any person, firm or corporation for whom Landlord may in law or by agreement be responsible or for whom Landlord may have agreed to obtain such a waiver;

 

(2)	a provision that Tenant's insurance policy shall be primary and shall not call into contribution any other insurance available to Landlord;

 

(3)	a waiver, as respects the interest of Landlord, of any provision in any tenants' insurance policies with respect to any breach of any warranties, representations, declarations or conditions contained in the said policies; and

 

(4)	an undertaking by the insurers that no material change, cancellation or termination of any policy will be made unless Landlord has received at least 30 days' prior written notice thereof, delivered in accordance with the provisions of this lease.

 

 

16.3.3

All policies shall be taken out with such insurers and shall be in such form as are satisfactory from time to time to Landlord. Tenant shall deliver to Landlord certificates of insurance in the form designated by Landlord within 30 days after the placement or renewal of such insurance, and shall from time to time furnish to Landlord upon demand similar certificates confirming the renewal or continuation in force of Tenant's insurance.

 

16.3.4

Tenant hereby releases Landlord and its servants, agents, employees, contractors and those for whom Landlord is in law responsible from all losses, damages and claims of any kind in respect of which Tenant is required to maintain insurance or is otherwise insured.

 

16.4	Landlord's Right to Place Tenant's Insurance

 

If Tenant at any time fails to take out and keep in place any insurance required by or pursuant to this lease or to deliver to Landlord satisfactory proof of the good standing of any such insurance, Landlord shall, without prejudice to any of its other rights hereunder, have the right but not the obligation to effect such insurance on behalf of Tenant, and the cost thereof together with all reasonable expenses incurred by Landlord shall be paid by Tenant to Landlord upon demand as additional rent.

 

 

17.1	General Provisions

 

This lease and all rights of Tenant hereunder shall be subject and subordinate at all times to any and all underlying leases, mortgages, hypothecs or deeds of trust affecting the Building and/or the Land which have been executed or which may at any time hereafter be executed, and any and all extensions and renewals thereof and substitutions therefor. Tenant agrees to execute any instrument or instruments which Landlord may deem necessary or desirable to evidence the subordination of this lease to any or all such leases, mortgages, hypothecs or deeds of trust.

 

17.2	Landlord's Default under any Underlying Lease, Mortgage, Hypothec or Deed

 

Tenant covenants and agrees that, if by reason of a default upon the part of Landlord as lessee under any underlying lease in the performance of any of the terms or provisions of such underlying lease or by reason of a default under any mortgage, hypothec or deed of trust to which this lease is subject or subordinate, Landlord's estate is terminated, it will attorn to the lessor under such underlying lease or the acquirer of the Building pursuant to any action taken under any such mortgage, hypothec or deed of trust, and will recognize such lessor or such acquirer, as Tenant's Landlord under this lease.

 

Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this lease or to surrender possession of the Premises in the event any such proceeding to terminate the underlying lease is brought by the lessor under any such underlying lease or any such action is taken under any such mortgage, hypothec or deed of trust and agrees this lease shall not be affected in any way whatsoever by any such proceedings.

 

17.3	Request from Landlord to Tenant for Written Statement

 

Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Landlord or of the lessor under any such underlying lease, or of the holder of any such mortgage, hypothec or deed of trust, any instrument which may be necessary or appropriate to evidence such attornment.

 

Tenant will upon request of Landlord furnish to the lessor under any underlying lease and/or to each creditor under a mortgage, hypothec or deed of trust a written statement that this lease is in full force and effect and that Landlord has complied with all its obligations under this lease and shall furnish any other reasonable written statement, including current financial statements, document or estoppel certificate requested by any such creditor.

 

 

17.4	Certificate from Tenant

 

Tenant, at any time and from time to time, upon not less than 10 days prior written notice from Landlord, will execute, acknowledge and deliver to Landlord and, at Landlord's request, addressed to any prospective purchaser, ground or underlying lessor or mortgagee of the Building, a certificate of Tenant stating:

 

(1)	that Tenant has accepted the Premises, or, if Tenant has not done so, that Tenant has not accepted the Premises and specifying the reasons therefor;

 

(2)	the commencement and expiration dates of this lease;

 

(3)	that this lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications;

 

(4)	whether or not there are then existing any defences against the enforcement of any of the obligations of Tenant under this lease and, if so, specifying the same;

 

(5)	whether or not there are then existing any defaults by Landlord in the performance of its obligations under this lease, and, if so, specifying the same;

 

(6)	the dates, if any, to which the rent and other charges under this lease have been paid; and

 

(7)	any other information, including current financial statements, which may reasonably be required by any such persons.

 

It is intended that any such certificate of Tenant delivered pursuant to this Article 17.4 may be relied upon by any prospective purchaser, ground or underlying lessor or mortgagee of the Building.

 

17.5	Assignment by Landlord

 

Landlord shall have the right to assign the lease or its right to rent and additional rent to a lending institution as collateral security for a loan, and in the event that such an assignment is given and executed by Landlord this lease shall not be cancelled or modified for any reason whatsoever, except as provided for, anticipated or permitted by the terms of this lease or by law without the consent in writing of such lending institution. Tenant agrees that it will, if and whenever required by Landlord, within 15 days of such written request forwarded to Tenant by registered mail consent to and become a party to any instrument or instruments permitting a mortgage, trust deed or charge to be placed on the Building or Premises or any part thereof as security for any indebtedness covered by the trust deed, mortgage or charge. Landlord is hereby irrevocably appointed and constituted Tenant's representative for the purpose of signing such document on behalf of Tenant.

 

 

18.1	General Provisions

 

If the whole or any part of the Premises, or the whole of the Building, or so much thereof as shall in the opinion of Landlord, render it commercially undesirable to continue operation of the Building, be expropriated, condemned or taken by any competent authority for any purpose whatsoever, Landlord shall have the right, at its discretion, to terminate this lease upon notice in writing to Tenant of at least 30 days. Tenant shall have no claim in damages or otherwise against Landlord relating to or arising out of the expropriation or condemnation, or arising out of the cancellation of this lease, nor shall Landlord be obliged to contest any expropriation proceedings.

 

 

19.1	General Provisions

 

Failure of Landlord to insist upon strict performance of any of the covenants or conditions of this lease or to exercise any right or option herein contained shall not be construed as a waiver or relinquishment of any such covenant, condition, right or option, but the same shall remain in full force and effect. Tenant undertakes and agrees, and any person claiming to be a subtenant or assignee undertakes and agrees, that the acceptance by Landlord of any rent from any person other than Tenant shall not be construed as a recognition of any rights not herein expressly granted, or as a waiver of any of Landlord's rights, or as an admission that such person is, or as a consent that such person shall be deemed to be, a subtenant or assignee of this lease, irrespective of whether Tenant or said person claims that such person is a subtenant or assignee of this lease. Landlord may accept rent from any person occupying the Premises at any time without in any way waiving any right under this lease.

 

 

 

20.1       By Landlord to Tenant

 

Any notice, demand or request required or contemplated by any provision of this lease to be given by Landlord to Tenant shall be deemed to be duly given when delivered personally on Tenant, or when left upon the Premises, or when mailed by prepaid registered mail, addressed to Tenant at the Premises and, except in the case of interruption of postal service, shall be deemed delivered on the fifth day after mailing or the date of actual delivery.

 

20.2	Tenant's Domicile

 

Tenant elects domicile at the Premises for the purpose of service of all notices, writs of summons or other legal documents in any suit at law, action or proceeding which Landlord may take.

 

20.3	By Tenant to Landlord

 

Any notice, demand or request required or contemplated by any provision of this lease to be given by Tenant to Landlord shall be duly given when personally delivered or mailed by prepaid registered mail to Landlord at c/o GWL Realty Advisors Inc., Suite 220, 1949 Upper Water Street, Halifax, Nova Scotia, B3J 3N3, Attention: Senior Property Manager; with a second copy to c/o GWL Realty Advisors Inc., 2001 University Street, Suite 1820, Montreal, Quebec, H3A 2A6, Attention: Vice President, Asset Management. Service of any such notice, demand or request shall, except in the case of interruption of postal service, be deemed complete on the fifth business day after mailing or the date of actual delivery.

 

20.4	Prior to Commencement Date

 

Prior to the Commencement Date of this lease, any notice or demand shall be deemed to be duly given by Landlord to Tenant when delivered personally to Tenant, or when mailed to Tenant at its principal place of business in the City of Halifax, or at its mailing address as made known by Tenant to Landlord.

 

ARTICLE 21- LANDLORD AND TENANT  21.1 Definition of Landlord

 

The term "Landlord", as used in this lease, means only the owner for the time being of the Building or the lessee of a lease of the whole Building, so that in the event of any sale or sales or transfer or transfers of the Building, or the making of any lease or leases thereof, or the sale or sales or the transfer or transfers or the assignment or assignments of any such lease or leases, Landlord shall be and hereby is relieved of all covenants and obligations of Landlord hereunder and it shall be deemed and construed without further agreement between the parties, or their successors in interest, or between the parties and the transferee or acquirer at any such sale, transfer or assignment, or lessee on the making of any such lease, that the transferee, acquirer or lessee has assumed and agreed to carry out any and all of the covenants and obligations of Landlord hereunder to Landlord's exoneration, and Tenant shall thereafter be bound to and shall attorn to such transferee, acquirer or lessee, as the case may be, as Landlord under this lease.

 

21.2	Tenant Partnership

 

If Tenant shall be a partnership (hereafter referred to as the "Tenant Partnership"), each person who is presently a member of Tenant Partnership, and each person who becomes a member of any successor Tenant Partnership hereafter, shall be and continue to be liable for the full and complete performance of, and shall be and continue to be subject to, the terms and provisions of this lease, whether or not he ceases to be a member of such Tenant Partnership or successor Tenant Partnership.

 

 

21.3	Relationship between Landlord and Tenant

 

It is understood and agreed that nothing contained in this lease nor in any acts of the parties hereto shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant.

 

 

22.1	General Provisions

 

As part of the consideration for the granting of this lease, Tenant represents and warrants to Landlord that no broker or agent (other than any broker or agent authorized in writing by Landlord) negotiated or was instrumental in negotiating or consummating this lease. Any broker or agent of Tenant shall be paid by Tenant.

 

 

23.1	To Secure Payment of Rent

 

Tenant covenants with Landlord to furnish the Premises with and maintain therein a sufficient quantity of furniture, fixtures and other effects to secure the payment of 6 months' rent.

 

ARTICLE 24- EXPIRATION OF THE TERM OF THE LEASE  24.1 Tenant's Notice to Landlord

 

Tenant shall give Landlord 9 months' written notice prior to the date of expiration of this lease of its intention to vacate the Premises, failing which Landlord may at its option give written notice to Tenant within a period of not less than 30 days before the date of expiration of this lease that this lease is renewed for a further period of 12 months from the said date of expiration under the same terms and conditions as herein set forth. If neither of the notices hereinabove described is given the present lease shall terminate ipso facto and without notice or demand on the date stated in Article 4.1 of this lease and any continued occupation of the Premises by Tenant shall not have the effect of extending the period or of renewing the present lease for any period of time, the whole notwithstanding any provisions of law and Tenant shall be presumed to occupy the Premises against the will of Landlord who shall thereupon be entitled to make use of any and all remedies by law provided for the expulsion of Tenant and for damages, provided, however, that Landlord shall have the right at its option in the event of such continued occupation by Tenant to give to Tenant at any time written notice that Tenant may continue to occupy the Premises under a tenancy from month to month in consideration of a rental equal to that provided in Article 5.1 hereof plus 50% thereof, payable monthly and in advance and otherwise under the same terms and conditions as are herein set forth.

 

24.2	Tenant's Credit Rating

 

Landlord shall have the right at its sole option and discretion to refuse any renewal of this lease where Tenant's credit rating is not at least as good at the time of such renewal as it was at the commencement of the term of this lease; the obligations to prove such credit rating to the entire satisfaction of Landlord at either or both of such times, to be incumbent on Tenant.

 

 

25.1	General Provisions

 

If and to the extent that either Landlord or Tenant shall be unable to fulfill or shall be delayed or restricted in the fulfillment of any obligation under this lease, other than the payment by Tenant of any annual rent or additional rent, by reason of unavailability of material, equipment, utilities, services or labour required to enable it to fulfill such obligation or by reason of any statutory or regulatory or other legal requirement, or by reason of it not being able to obtain any permission or authority required pursuant to any applicable law or by reason of any other such cause beyond its control and not the fault of the party being delayed and not avoidable by the exercise of reasonable foresight (excluding the inability to pay for the performance of such obligation), then the party being delayed shall be entitled to extend the time for fulfillment of such obligation by a time equal to the duration of such delay or restriction, and the other party shall not be entitled to any compensation for any loss, inconvenience, nuisance or discomfort occasioned thereby. The party delayed will, however, use its best efforts to fulfill the obligation in question as soon as is reasonably practicable by arranging an alternate method of providing the work, services or materials being delayed subject, in the case of performance by Tenant, to the approval of Landlord in its sole and absolute discretion. In any event, the provisions of this Article 25.1 shall not apply to permit any delay in any payment by Tenant of any annual rent or additional rent.

 

 

 

26.1	General Provisions

 

This lease shall be construed and governed by the laws of the Province of Nova Scotia. Should any provisions of this lease and/or of its conditions be illegal or not enforceable under the laws of such Province it or they shall be considered severable and the lease and its conditions shall remain in force and be binding upon the parties as though the said provision or provisions had never been included.

 

 

27.1	General Provisions

 

Tenant acknowledges that the execution of this lease shall constitute a conclusive presumption that all agreements and representations of every kind whatsoever, written or oral, previously entered into or made by the parties hereto or their agents, shall be solely those set forth in this lease.

 

27.2	Amendments of Lease

 

This lease may not be amended save by written instrument duly executed by both Landlord and Tenant and the acceptance by Landlord of any plan, drawing, specification and/or notice and/or the consent of Landlord to any such plan, drawing, specification and/or notice, shall not be deemed to be an amendment to this lease without the express written undertaking and consent of Landlord that such acceptance and/or consent is to constitute an amendment.

 

ARTICLE 28- RULES AND REGULATIONS 28.1 Acts to Injure Premises or Persons

 

Tenant shall not perform any acts or carry on any practices which may injure the Premises or be a nuisance or menace to other tenants, or make or permit any improper noises in the Building and shall forthwith upon request by Landlord discontinue all acts or practices in violation of this clause and repair any damage or injury to the Premises caused thereby.

 

28.2	Preservation of Good Order and Cleanliness

 

Tenant shall not cause unnecessary labour by reason of carelessness and indifference to the preservation of good order and cleanliness in the Premises and in the Building.

 

28.3

Animals

 

No animals shall be brought or kept in or about the Building. 28.4 Canvassing

 

Canvassing, soliciting and peddling in the Building is prohibited and Tenant shall co-operate to prevent the same.

 

28.5	Sidewalks, Entries, Passages, Elevators, etc.

 

The sidewalks, entries, passages, elevators and staircases shall not be obstructed or used by Tenant or its clerks, servants, agents, visitors or licensees for any other purpose than ingress to and egress from the offices. Nothing shall be thrown by Tenant, its clerks, servants, agents, visitors or licensees, out of the windows or doors, or into the entries, passages, elevators or staircases of the Building. Landlord reserves entire control of the sidewalks, entries, elevators, staircases, corridors and passages which are not expressly included within this lease, and shall have the right to make such repairs, replacements, Alterations, additions, decorations and Improvements and to place such signs and appliances therein, as it may deem advisable, provided that ingress to and egress from the Premises is not unduly impaired thereby.

 

 

28.6	Advertising

 

Landlord shall have the right to prohibit any advertising of or by Tenant, which in its opinion, tends to impair the reputation of the Building or its desirability as a building for offices or for financial, insurance and other institutions and businesses of a like nature. Upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising.

 

28.7	Signs or Advertisements on the Building

 

No sign, advertisement or notice shall be inscribed, painted or affixed on any part of the outside or inside of the Building, except on the directories and doors of offices, and then only of such size, color and style as Landlord shall determine and approve.

 

28.8	Selling Articles or Carrying on Business other than that specifically provided for in Lease

 

Tenant shall not sell or permit the sale at retail, of newspapers, magazines, periodicals, theatre tickets, or such articles as are customarily sold in tobacco shops, soda fountains or lunch counters, or any other goods, wares or merchandise whatsoever, in or from Premises. Tenant shall not carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting or any similar business in or from the Premises for the service or accommodation of the occupants of any other portion of the Building, or the business of a public barber shop or a manicuring or chiropodist business, or any business other than that specifically provided for in this lease.

 

28.9	Workmen for Repairs

 

The workmen of Landlord must be employed by Tenant at Tenant's expense for lettering, interior moving and other similar work that may be done on the Premises.

 

28.10

Care of Premises

 

Tenant shall not mark, paint, drill into or in any way deface the walls, ceilings, partitions, floors, wood, stone or iron work, or any other appurtenance to the Premises.

 

28.11

Window Shades

 

Tenant shall not install window shades of any color other than the typical colors from time to time approved by Landlord. Tenant shall not install curtains or venetian blinds without the approval of Landlord. Tenant shall submit plans to Landlord for prior approval before installing curtains or blinds in the Premises.

 

28.12

Washrooms

 

The water and wash closets and urinals shall not be used for any other purpose than the purposes for which they were respectively constructed, and the expense of any breakage, stoppage or damage resulting from a violation of this rule by Tenant or its clerks, agents, servants, visitors or licensees, shall be borne by Tenant.

 

28.13

Apparatus Requiring Permit

 

If any apparatus used or installed by Tenant requires a permit as a condition for installation, Tenant must file such permit with Landlord.

 

28.14

Entering Building After Normal Office Hours

 

Landlord shall have the right to determine the business hours for the Premises. Until such time as Landlord may determine to the contrary, such business hours shall be between the hours of 7:00 a.m. and 6:00 p.m. on business days and between the hours of 7:00 a.m. and 12:00 noon on Saturdays. All persons entering and leaving the Building at any time other than within such business hours shall register in the books kept by Landlord at or near the night entrance. Landlord will have the right to prevent any person from entering or leaving the Building except during such business hours unless provided with a key to the Premises to which such person seeks entrance, or a pass issued and signed by Tenant upon the letterhead of Tenant and countersigned by Landlord. Any persons found in the Building at times other than such business hours without such keys or passes will be subject to the surveillance of the employees and agents of Landlord. This rule is made for the protection of Tenant, but Landlord shall be under no responsibility for failure to enforce it.

 

 

28.15

Safes and Heavy Equipment

 

Landlord shall have power to prescribe the weight and position of safes and other heavy equipment, which shall be placed and stand on such plant strips or skids as Landlord may prescribe, to distribute the weight properly. All damage done to the Building by taking in or moving out a safe or any other article of Tenant's equipment, or due to its being on the Premises, shall be repaired at the expense of Tenant. The moving of safes shall occur only during such hours as Landlord may from time to time establish and upon previous notice to Landlord, and the persons employed to move the safes in and out of the Building must be acceptable to Landlord. Safes will be moved through the halls and corridors only upon steel bearing plates. No freight or bulky matter of any description will be received into the Building or carried in the elevators, except during hours approved by Landlord.

 

28.16

Rules and Regulations for Security of Building

 

Tenant agrees to observe all reasonable rules and regulations regarding the security and protection of the Building and tenants thereof including without limitation the right of Landlord to search the person of and/or any article carried by any person entering or leaving the Building.

 

28.17

Further Rules and Regulations

 

Tenant covenants that the rules and regulations hereinabove stipulated, and such other and further rules and regulations as Landlord may make and communicate to Tenant, being in its judgment needful for the reputation, safety, care or cleanliness of the Building and Premises, or the operation, maintenance or protection of the Building and its equipment, or the comfort of the tenants, shall be faithfully observed and performed by Tenant, and by its clerks, servants, agents, visitors and licensees. Landlord shall have the right to change said rules and to waive in writing, or otherwise, any or all of the said rules in respect of any one or more tenants, and Landlord shall not be responsible to Tenant for the non-observance or violation of any of said rules and regulations by any other tenant or other person. The provisions of the rules and regulations shall not be deemed to limit any covenant or provision of this lease to be performed or fulfilled by Tenant.

 

28.18

Access to Loading Area

 

Landlord shall be entitled to control access to the truck loading area.

 

28.19

Keys

 

Landlord shall furnish Tenant, free of charge, with 2 keys for each corridor door entering the Premises, and additional keys will be furnished at a charge by Landlord equal to its cost, plus 15%, on an order signed by Tenant or Tenant's authorized representative. All such keys shall remain the property of Landlord. No additional locks shall be allowed on any door of the Premises without Landlord's written permission, and Tenant shall not make or permit to be made any duplicate keys, except those furnished by Landlord. Upon termination of this lease, or any renewal thereof, Tenant shall surrender to Landlord all keys for the Premises and give to Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Premises.

 

28.20

Graphics

 

Landlord shall provide and install, at Tenant's expense, all letters or numbers on doors to the Premises; all such letters and numbers shall be in the building standard graphics, and no others shall be used or permitted on the Premises. In addition, Landlord shall maintain a directory board in the lobby of the Building and provide reasonable identification of Tenant at Tenant's expense.

29.2	The Exercise of any Right of Landlord

 

The exercise by Landlord of any right it may have hereunder or by law shall not preclude the exercise by Landlord of any other right it may have hereunder or by law.

 

29.3	No Waiver by Landlord

 

Failure of Landlord to insist upon the performance of any covenant or condition of this lease or to exercise any right or option contained in this lease shall not be construed as a waiver or relinquishment of any such covenant, condition, right or option. No variation of any covenant or condition of this lease shall be valid unless in writing and signed by duly authorized persons on behalf of Landlord. The acceptance of rent from or the performance of any obligation by a person other than Tenant shall not be construed as an admission by Landlord of any right, title or interest of such person as sub-tenant, assignee, transferee or otherwise in the place of Tenant.

 

29.4	Landlord's Right to Enter Premises

 

Tenant further covenants and agrees that, on Landlord becoming entitled to re-enter upon the Premises under any of the provisions in this lease, Landlord, in addition to all other rights, shall have the right to enter the Premises as agent of Tenant, either by force or otherwise, without being liable for damages or loss therefor and to relet the Premises as the agent of Tenant, and to receive the rent therefor and, as the agent of Tenant, to take possession of any furniture or other property on the Premises and to sell the same at public or private sale without notice and to apply the proceeds of such sale and any rent derived from reletting the Premises upon account of the rent under this lease and Tenant shall be liable to Landlord for the deficiency, if any.

 

 

29.5	No Limitation on Right to Distrain

 

Tenant waives and renounces the benefit of any present or future statute taking away or limiting Landlord's right of distress and covenants and agrees that notwithstanding any such statute none of the goods and chattels of Tenant on the Premises at any time during the term shall be exempt from levy by distress for rent or any other charges; all goods and chattels brought by Tenant onto the Premises shall be the unencumbered property of Tenant and they shall not be subjected to any claim or other encumbrance at any time without the written consent of Landlord. If Tenant shall leave the Premises leaving any rent or other amounts owing under this lease unpaid, Landlord, in addition to any other available remedy, may seize and sell the goods and chattels of Tenant at any place to which Tenant or other person may have removed them in the same manner as if such goods and chattels had rem ained and been distrained upon the Premises.

 

 

30.1       Captions

 

The captions and headings appearing in this lease have been inserted as a matter of convenience and for reference only and, in no way define, limit or enlarge the scope or meaning of this lease, nor of any provision hereof.

 

30.2	No Registration

 

Tenant covenants that it will not register this lease or any notice thereof except in a form which shall be acceptable to Landlord.

 

30.3	Tenant's Acceptance of Lease

 

Tenant hereby accepts this lease of the above described Premises to be held by it as Tenant subject to the covenants, conditions and restrictions above and in the Schedules attached hereto set forth.

 

30.4	Acknowledgement of Authority

 

GWL Realty Advisors Inc. ("GWL") has executed this Lease as the agent for the Landlord. The covenants and agreements hereunder are the obligations of the Landlord only and are not obligations personal to or enforceable against GWL.

 

30.5	Successors and Assigns

 

AND IT IS AGREED, that the provisions hereof shall be binding upon and enure to the benefit of the successors, legal representatives and assigns of the parties, except as may be hereinabove otherwise provided, and if there is more than one tenant, the covenants herein contained on the part of Tenant shall be construed as being several as well as joint, and where necessary, the singular number shall be taken to include the plural, and the neuter, the masculine and/or the feminine gender.

Notwithstanding anything herein to the contrary, Tenant will take possession of the Premises in their present as is" condition. Tenant shall be responsible at its own expense for any modifications or renovations within the Premises, subject to the prior approval of the Landlord and the general procedures outlined herein.

The Tenant will be given access to the Premises for the purpose of construction of its leasehold improvements and fixturing the Premises by no later than June 15, 2012, provided the Lease has been fully executed by both the Tenant and Landlord and Tenant has obtained Landlord's approval of Tenant's architectural, structural, mechanical and electrical plans and specifications, to the earlier of the day immediately preceding the Commencement Date (the "Fixturing Period"). The Tenant's occupation of the Premises during the Fixturing Period will be governed by all terms and conditions of the Lease, save and except that the Tenant will not be responsible for the payment of Basic Rent, but will be responsible for Additional Rent and Realty Taxes and will reimburse the Landlord for its utilities and any other services provided by the Landlord.

If Tenant is Cranium Technologies Ltd. or a Permitted Transferee, and is itself in occupation of the whole of the Premises throughout the Term in accordance with the Lease and if Tenant is not in default and has not been in default during the Term, and Tenant has delivered a written Notice to Landlord not more than twelve (12) months and not less than nine (9) months before the expiration of the Term that Tenant wishes to extend the Term, then Landlord shall extend the Term of the Lease for the entire Premises at the expiration of the Term for a period of two (2) years (the "Extended Term"). The Basic Rent rate for the Extended Term shall be the Fair Market Rent (as defined in the following sentence). "Fair Market Rent" shall be the prevailing net rental rate being quoted at the applicable time, for premises for tenants with comparable financial covenants in comparable buildings in an "A" Class building in the financial core in Downtown Halifax, which premises are comparable with respect to size, location, term and leasehold improvements. In no event, however, shall such rate be less than the Basic Rent payable during the 12 month period immediately preceding the commencement of the Extended Term. All other terms and conditions of the Lease will apply to the Extended Term, except that there will be no leasehold improvement allowance, no free rent, no Landlord's work and no further right to extend the Term. If the parties are unable to agree on the Basic Rent to be paid during the Extended Term within 60 days of the date of the Tenant's Notice, then this right to Extend the Term and the Extended Term shall be null and void and neither party shall have any rights or obligations towards the other arising therefrom. If the parties are able to agree upon a Basic Rent rate within such 60 day period, then Tenant shall sign Landlord's then current standard form of net lease for the Building to document the Extended Term or, at Landlord's option, a Lease Extension and Amending Agreement prepared by Landlord to reflect the terms of the Extended Term. It is understood and agreed that Tenant, in exercising this right, shall be deemed to be exercising a right to extend the Term for all space which Tenant is occupying in the Building.

 

ALL that certain block of land and land covered by water on the northeastern side of Upper Water Street in the Halifax Regional Municipality, Province of Nova Scotia shown as Block-IA on a plan (Servant, Dunbrack, McKenzie & MacDonald Limited Plan Number 14-309-0) of survey of Blocks IA, 2A, 4A, and 5, Resubdivision of Blocks 1, 2 and 4 and Lot P, Lands and Lands Covered by Water Conveyed to Purdy's Wharf Development Limited, City of Halifax and The Great-West Life Assurance Company signed by Terrance R. Doogue, N.S.L.S. dated April 27th, 1987 and described as follows:

 

BEGINNING on the northeastern official street line of Upper Water Street at a point distant 1,211.55 feet on a bearing N 19° 16' 15" W from Nova Scotia Coordinate Monument Number 4819;

 

THENCE N 49° 46' 23" W, 109.26 feet along the northeastern official street line of Upper Water Street to a southern corner of Block-2A;

 

THENCE N 43° 07' 13" E, 190.36 feet along a southeastern boundary of Block-2A to an eastern corner thereof;

 

THENCE N 46° 52' 47" W, 83.33 feet along a northeastern boundary of Block-2A to an angle therein;

 

THENCE N 43° 07' 13" E, 130.44 feet along a southeastern boundary of Block-2A to an angle therein;

 

THENCE N 88° 07' 13" E, 52.84 feet along a southern boundary of Block-2A to an angle therein;

 

THENCE S 46° 52' 47" E, 137.21 feet along a southwestern boundary of Block-2A to its intersection with the northwestern boundary of Block S;

 

THENCE S 48° 14' 10" W, 109.76 feet along the northwestern boundary of Block S to an angle therein;

 

THENCE S 41° 42' 49" E, 49.46 feet along the southwestern boundary of Block S to an angle therein;

 

THENCE S 48° 17' 06" W, 239.85 feet along the northwestern boundary of Block S to the place of beginning.

 

CONTAINING 52,142 square feet.

 

ALL bearings are Nova Scotia Coordinate Survey System Grid Bearings and are referred to Central Meridian, 64° 30' West.

 

A southeastern portion of the above described Lot IA as shown on the above referred to plan being subject to View Plane No. 2 restrictions, as defined by the Zoning By-Law of the Halifax Regional Municipality.

 

SUBJECT also to Easement P lying across the southern portion of the above described Block IA as shown and mathematically delineated on the above referred to plan and containing an area of 1,119 square feet. Said Easement P being the subject of an Agreement recorded at the Registry of Deeds Office for the County of Halifax in Book 4043 at Page 151.

 

EXCEPTING and reserving out of the foregoing Block IA that portion thereof described as Parcel C and more particularly described as follows:

 

ALL that certain parcel of land on the northeastern side of Upper Water Street in the Halifax Regional Municipality, Province of Nova Scotia shown as Parcel-C on a plan (Servant, Dunbrack, McKenzie & MacDonald Ltd. Plan No. 14-453-0) of survey of Blocks 2B and 2C and Parcels- A, B, and C, Subdivision of Block 2A, and Portions of Blocks IA & 3, Lands Conveyed to The Great-West Life Assurance Company and 123715 Canada Limited signed by Terrance R. Doogue, N.S.L.S. dated September 1st, 1989 and described as follows.

BEGINNING on the northeastern official street line of Upper Water Street at a southern corner of Parcel-B;

 

THENCE N 43° 07' 13" E, 10.00 feet along the southeastern boundary of Parcel-B to a western corner of Remaining Portion of Block-1A lands as conveyed to The Great-West Life Assurance Company and 123715 Canada Limited by Indenture recorded at the Registry of Deeds for the County of Halifax in Book 3706 at Page 762 (Portion thereof);

 

THENCE S 03° 19' 50" E, 13.78 feet along the western boundary of Remaining Portion of Block-1A to its intersection with the northeastern boundary of Upper Water Street;

 

THENCE N 49° 46' 23" W, 10.00 feet along the northeastern boundary of Upper Water Street to the place of beginning.

 

CONTAINING 50 square feet.

 

ALL bearings Nova Scotia Coordinate Survey System Grid Bearings and are referred to Central Meridian, 64° 30' West.

 

THE above described Parcel-C being part of Block IA as shown on the above referred to plan.

 

 

All that certain block of land on the northeastern side of a Service Road of the Cogswell Street Interchange in the Halifax Regional Municipality, Province of Nova Scotia, shown as Block 3 on a plan (Servant, Dunbrack, McKenzie & MacDonald Limited Plan Number 12-131-A) of survey of Blocks 1 to 4 inclusive, Lot C-1 and Parcel S Lands and Lands Covered by Water, Acquired by Purdy Brothers Limited and City of Halifax, signed by Roy A. Dunbrack, N.S.L.S. dated November 10, 1982 and described as follows:

 

BEGINNING on the official city street line (confirmed by City Council October 14, 1982) of the Service Road at the most southern corner of Lot C-1;

 

THENCE N 43° 07' 13" E, 300.72 feet along the southeastern boundary of Lot C-1 to the most western corner of Block 4;

 

THENCE S 46° 52' 47" E, 158.0 feet along the southwestern boundary of Block 4 to an angle therein;

 

THENCE S 01° 52' 47" E, 35.83 feet along the western boundary of Block 4 to a northwestern boundary of Block 2;

 

THENCE S 43° 07' 13" W, 295.24 feet along said boundary of Block 2 to the curved official city street line (confirmed by City Council October 14, 1982) of the Service Road;

 

THENCE northwesterly on a curve to the right which has a radius of 1,189.77 feet for a distance of 88.45 feet along said official city street line to a point of curvature thereon;

 

THENCE N 39° 40' 45" W, 96.01 feet along the aforementioned official city street line to the place of beginning.

 

CONTAINING a total area of 56,837 square feet, comprised of 37,657 square feet more or less of land area and 19,180 square feet more or less of land covered by water.

 

ALL bearings are Nova Scotia Coordinate Survey System Grid Bearings and are referred to Central Meridian, 64° 30' West.

 

ALL that certain volume of space, overlying Block 3, on the northeastern side of a Service Road of Cogswell Street Interchange in the Halifax Regional Municipality, Province of Nova Scotia, designated as Spatial Element SE-3A. Said Spatial Element SE-3A being bounded, by horizontal planes having geodetic elevations of 146.50 feet and 196.50 feet and by vertical planes which are coincident with the boundaries of Block 3 as said Block 3 is shown on a plan (Servant, Dunbrack, McKenzie & MacDonald Limited Plan Number 12-131-A) of survey of Blocks 1 to 4 inclusive, Lot C-1 and Parcel S Lands and Lands Covered by Water, Acquired by Purdy Brothers Limited and City of Halifax, signed by Roy A. Dunbrack, N.S.L.S. dated November 10,1982 and described as follows:

BEGINNING on the official city street line (confirmed by City Council October 14, 1982) of the Service Road at the most southern corner of Lot C-1;

 

THENCE N 43° 07' 13" E, 300.72 feet along the southeastern boundary of Lot C-1 to the most western corner of Block 4;

 

THENCE S 46° 52' 47" E, 158.0 feet along the southwestern boundary of Block 4 to an angle therein;

 

THENCE S 01° 52' 47" E, 35.83 feet along the western boundary of Block 4 to a northwestern boundary of Block 2;

 

THENCE S 43° 07' 13" W, 295.24 feet along said boundary of Block 2 to the curved official city street line (confirmed by City Council October 14, 1982) of the Service Road;

 

THENCE northwesterly on a curve to the right which has a radius of 1,189.77 feet for a distance of 88.45 feet along said official city street line to a point of curvature thereon;

 

THENCE N 39° 40' 45" W, 96.01 feet along the aforementioned official city street line to the place of beginning.

 

SAID Block 3 containing a total area of 56,837 square feet, comprised of 37,657 square feet more or less of land area and 19,180 square feet more or less of land covered by water.

 

ALL bearings are Nova Scotia Coordinate Survey System Grid Bearings and are referred to Central Meridian, 64° 30' West.

 

ALL elevations are geodetic elevations plus 100 feet, derived from monuments of Nova Scotia Coordinate Survey System.

 

EXCEPTING and reserving out of the foregoing Block 3 and Spatial Element SE-3A that portion thereof described as Parcel A and more particularly described as follows:

 

ALL that certain parcel of land on the northeastern side of Upper Water Street in the Halifax Regional Municipality, Province of Nova Scotia shown as Parcel-A on a plan (Servant, Dunbrack, McKenzie & MacDonald Ltd. Plan No. 14-453-0) of survey of Blocks 2B and 2C and Parcels-A, B, and C, Subdivision of Block 2A and Portions of Blocks IA & 3, Lands Conveyed to The Great-West Life Assurance Company and 123715 Canada Limited signed by Terrance R. Doogue, N.S.L.S. dated September 1st, 1989 and described as follows:

 

BEGINNING on the curved northeastern official street line of Upper Water Street at a western corner of Parcel-B lands as conveyed to The Great-West Life Assurance Company by Indenture recorded at the Registry of Deeds for the County of Halifax in Book 3833 at Page 621;

 

THENCE northwesterly on a curve to the right which has a radius of 1,189.77 feet for a distance of 10.00 feet along the curved northeastern official street line of Upper Water Street to the southern corner Remaining Portion of Block-3 lands as conveyed to The Great-West Life Assurance Company by Indenture recorded at the Registry of Deeds for the County of Halifax in Book 3833 at Page 621;

 

THENCE N 89° 42' 40" E, 13.74 feet along the southern boundary of Remaining Portion of Block-3 to its intersection with the northwestern boundary of the aforementioned Parcel-B;

 

THENCE S 43° 07' 13" W, 10.00 feet along the northwestern boundary of Block-B to the place of beginning.

 

CONTAINING 50 square feet.

 

ALL bearings are Nova Scotia Coordinate Survey System Grid Bearings and are referred to Central Meridian, 64° 30' West.

 

THE above described Parcel-A being part of Block 3 and Spatial Element SE-3A as shown on the above referred to plan.

1.

LIGHTING

 

One 20" x 60" recessed fluorescent light fixture is provided at as per an 8 foot centre line spacing located on a standard ceiling grid. Any installation of light fixtures shall be at Tenant's expense.

 

2.	HEATING AND AIR-CONDITIONING SERVICES

 

Each floor is air-conditioned by a separate recirculation type variable air volume unit located in the core area. The air is introduced through lighting troffers. Perimeter and interior areas are divided into zones, each with automatic controls.

 

The perimeter of each floor is heated by hot water radiation, with continuous cabinets. One thermostat is provided on average for each bay to automatically control perimeter space conditions. Interior space is provided with one thermostat for each 2,000 square feet of area to control the variable air volume boxes and maintain proper temperature.

 

The installation of interior heating, ventilation and air-conditioning services and any relocation of exterior wall heating, ventilation and air- conditioning services to accommodate Tenant's partition requirements or any special requirement such as exhaust for printing machines, air circulation for boardrooms, computer rooms, or reception areas shall be at Tenant's expense.

 

3.	SPRINKLER SYSTEM

 

The building is fully sprinklered according to standards of the Nova Scotia Fire Marshall and the Fire Department of the Halifax Regional Municipality. Should changes be required to the Building Standard system due to the Tenant's partition layout, then the charges and/or additional sprinklers shall be at the Tenant's expense.

 

4.	ELECTRICAL SERVICE

 

Electrical power is provided for Tenant's electrical service requirements at junction boxes within the suspended ceiling on each floor

 

5.	TELEPHONE SERVICE

 

Conduit to receive telephone circuits will be provided from each bay to the central core of each floor.

 

6.	TOILET ROOMS

 

One Men's and one Women's toilet room are provided on each floor, fully furnished and fixtured according to Building Standards. Any additional plumbing shall be at the Tenant's expense.

 

7.	DEMISING WALLS AND ENTRANCE DOORS

 

Demising Walls and Partitions are not provided on a single tenant floor. On multiple tenant floors, demising walls and corridor walls are to be provided in Building Standard drywall and steel stud construction, to underside of slab with sound baffle. A Building Standard, full height, wood grain, solid core entrance door plus hardware is provided.

 

8.

FLOORING

 

Smooth finish concrete floor.