2022-02-08_cterlesky_OFFICE LEASE TEMPLATE Nov-2021.docx

OFFICE LEASE AGREEMENT

CALGARY, ALBERTA

BETWEEN

Insert Name

(THE LANDLORD)

AND

Insert Name

(THE TENANT)

Lease Commencement:   _______________ 1, 202__

TABLE OF CONTENTS

Article	Description	Page

1.         Intent and Interpretation	1

1.1.   Net Lease	1

1.2.   Definitions	1

1.3.   Schedules	1

1.4.   Reliance	1

2.        GRANT AND TERM	2

2.1.   Premises	2

2.2.  Term	2

2.3.  Adjustment Of Term	2

2.4.  Common Areas	2

2.5.  Area Determination	2

3.         CONSTRUCTION	2

3.1.  Landlord’s Work	2

3.2.  Tenant’s Work	2

3.3.  Acceptance Of Premises	2

4.         RENT	3

4.1.  Covenant To Pay	3

4.2.  Net Rent	3

4.3.  Deposit	3

4.4.  Operating Costs And Taxes	4

4.5.  Payment Of Operating Costs And Taxes	4

4.6.  Postponement Of Taxes	4

4.7.  Allocation Of Taxes	5

4.8.  Business Tax And Other Taxes Of Tenant	5

4.9.  Assessment Notices	5

4.10  Rent Past Due	5

4.11  Utilities	5

4.12. Adjustment Of Areas	5

4.13. Other Taxes	6

5.         CONTROL OF DEVELOPMENT	6

5.1.  Landlord's Services	6

5.2.  Alterations By Landlord	6

6.        use and occupation	7

6.1.  Use And Conduct Of Business	7

6.2.  Nuisance	7

6.3.  Compliance With Laws	7

6.4.  Floor Loads	7

6.5.  Tenant Not To Overload Facilities	7

6.6.  Rules and Regulations	8

6.7.  Condition	8

6.8.  Sign And Directory	8

6.9.  Toxic Material	8

7.         ACCESS AND ENTRY	9

7.1.  Right Of Examination	9

7.2.  Right To Show Premises	9

7.3.  Entry Not Forfeiture	9

8.        MAINTENANCE, REPAIRS AND ALTERATIONS	9

8.1.  Maintenance By Landlord	9

8.2.  Maintenance By Tenant	10

8.3.  Tenant's Alterations	10

8.4.  Repair Where Tenant At Fault	11

8.5.  Removal Of Leasehold Improvements And Trade Fixtures	11

8.6.  Liens	12

8.7.  Notice By Tenant	12

9.         INSURANCE AND INDEMNITY	12

9.1.  Tenant's Insurance	12

9.2.  Landlord’s Insurance	13

9.3.  Indemnification Of The Landlord	14

9.4.  Loss Or Damage	14

9.5.  Increase In Insurance Premiums	14

9.6.  Cancellation Of Insurance	14

10.       DAMAGE AND DESTRUCTION	15

10.1. No Abatement	15

10.2. Damage To Premises	15

10.3. Right Of Termination	15

10.4. Destruction Of Building	16

10.5. Architect's Certificate	16

11.       ASSIGNMENT, SUBLETTING AND TRANSFERS	16

11.1. Assignments, Subleases And Transfers	16

11.2. Landlord's Right To Terminate	17

11.3. Conditions Of Transfer	17

11.4 .Change Of Control	18

11.5. No Advertising	18

11.6. Assignment By Landlord	18

12.       DEFAULT	18

12.1. Default And Remedies	18

12.2. Additional Rights On Termination	19

12.3. Landlord May Perform	19

12.4 Distress	20

12.5 Costs	20

12.6 SurvivalOf Obligations	20

13.       STATUS STATEMENT, ATTORNMENT AND SUBORDINATION	20

13.1. Status Statement	20

13.2. Subordination	20

13.3. Attornment	20

14.       EXPROPRIATION	21

14.1. Total Taking of Premises	21

14.2  Partial Taking Of Premises	21

14.3  Partial Taking Of Building	21

14.4  Surrender	21

14.5  Awards	21

15.      relocation	21

15.1  relocation	21

16.      GENERAL PROVISIONS	22

16.1. Force Majeure	22

16.2. Overholding	23

16.3. Waiver	23

16.4. Registration	23

16.5. Notices	23

16.6. Successors	24

16.7. Joint And Several Liability	24

16.8.  Captions And Section Numbers	24

16.9.  Extended Meanings	24

16.10 Partial Invalidity	24

16.11 Entire Agreement	24

16.12 Governing Law	24

16.13 Time Of The Essence	24

16.14 Quiet Enjoyment	24

16.15 Accord And Satisfaction	25

16.16 No Option	25

16.17 Acceptance Of Lease	25

SCHEDULE "A" -	LEGAL DESCRIPTION OF LANDS

SCHEDULE "B" -  	FLOOR PLAN OF PREMISES

SCHEDULE "C" -	DEFINITIONS

SCHEDULE "D" -	RULES AND REGULATIONS

SCHEDULE “E” -	LANDLORD’S WORK AND TENANT’S WORK

SCHEDULE "F" -	ADDITIONAL COVENANTS

SCHEDULE "G" -	AUTHORIZATION FORM

OFFICE LEASE AGREEMENT

THIS LEASE is dated the ____ day of, _________ 202__.

BETWEEN:

********

a body corporate having an office in the City

of , in the

(hereinafter called the “Landlord”)

OF THE FIRST PART

– AND –

TENANT name

a body corporate having an office in the City

of Calgary, in the Province of Alberta

(hereinafter called the “Tenant”)

OF THE SECOND PART

ARTICLE 1

1.	Intent and Interpretation

Net Lease

The Tenant acknowledges and agrees that it is intended that this Lease shall be a completely carefree net lease to the Landlord, and that the Landlord shall not be responsible during the Term for any costs, charges, expenses or outlays of any nature whatsoever arising from or relating to the Premises, or the use and occupancy thereof, or the contents thereof or the business carried on therein, and the Tenant shall pay all charges, impositions, costs and expenses of every nature and kind relating to the Premises and the Development (subject to the payment by other tenants of the Development of their share of Operating Costs and Taxes) except as otherwise expressly set out in this Lease.

Definitions

For the purposes of this Lease, the words and phrases defined in Schedule “C” hereto shall have the meanings ascribed to them therein.

Schedules

Schedules “A”, “B”, “C”, “D”, “E”, “F” and “G” attached hereto are incorporated into and form an integral part of this Lease.

Reliance

All of the obligations of the Tenant pursuant to this Lease shall be construed as covenants and conditions which are to be fulfilled by the Tenant at the sole expense of the Tenant.  The Tenant acknowledges that the Landlord is executing this Lease in reliance upon each of the covenants and conditions agreed to by the Tenant and that each such covenant and condition is a material element inducing the Landlord to execute this Lease.

ARTICLE 2

2.	GRANT AND TERM

2.1.	Premises

In consideration of the observance and performance by the Tenant of its covenants and obligations under this Lease, the Landlord leases to the Tenant, and the Tenant leases from the Landlord, the portion of the ● floor of the Building that is shown outlined in heavy black on Schedule “B” hereto.  Subject to possible adjustment as hereinafter provided, the Rentable Area of the Premises is ● (●) square feet.

2.2.	Term

The Term of this Lease is ● (●) years, ● (●) months and ● (●) days commencing on the first (1st) day of ●, 20● and expiring on the last day of ●, 20●, subject to possible earlier termination as provided herein.

2.3.	Adjustment Of Term

If, on the Commencement Date, the Landlord’s Work has not been sufficiently completed to enable the Tenant’s Work to commence and be proceeded within an orderly manner and without undue interference caused by the conduct and completion of the Landlord’s Work, then the Landlord and Tenant agree to amend this Lease by postponing the first and last days of the Term by the number of days from the first day of the Term until the Landlord’s Work has been sufficiently completed as aforesaid.  Any dispute as to whether the Premises have been sufficiently completed or as to the number of days by which the first and last days of the Term shall be postponed shall be conclusively determined by the Architect.  If the last day of the Term is not the last day of a calendar month, the Landlord may make a further adjustment to the Term so that the Term is extended to expire on the last day of the calendar month during which the Term would otherwise expire and the Tenant shall pay Rent for the extended portion of that calendar month.

2.4.	Common Areas

The Tenant shall have the non-exclusive right to enjoy the Shared Common Areas and Facilities in common with the Landlord and other tenants of the Building, subject to the Rules and Regulations.

2.5.	Area Determination

In the event that any calculation or determination by the Landlord with respect to the area of the Building or any part thereof is disputed or called into question, it shall be calculated or determined by the Architect, whose certification shall be conclusive and binding on the parties hereto.

ARTICLE 3

3.	CONSTRUCTION

3.1.	Landlord’s Work

The Landlord shall complete the Landlord’s Work as outlined in Schedule “E” in a good and workmanlike manner and shall not be liable for any loss, injury, damage or inconvenience which the Tenant may sustain by reason of any delay in completing the Landlord’s Work.

3.2.	Tenant’s Work

Upon completion of the Landlord’s Work, the Tenant shall actively commence and thereafter diligently conduct and complete all of the Tenant’s Work in accordance with the requirements and procedures set out in Schedule “E” hereto in a good and workmanlike manner.  Any defects or deficiencies in the Tenant’s Work shall be immediately rectified whenever they occur and, in any event, when the Tenant is required to do so by the Landlord.

3.3.	Acceptance Of Premises

The Tenant shall be deemed to have examined the Premises before taking possession and such taking of possession shall be conclusive evidence as against the Tenant that at the time thereof the Premises were in good order and satisfactory condition save only for deficiencies of which notice is given to the Landlord within thirty (30) days after the Commencement Date.  The Tenant acknowledges and agrees that there is no promise, representation or undertaking by or binding upon the Landlord with respect to any alteration, remodeling, decorating of, or installation of equipment or fixtures in the Premises except such, if any, as are expressly set forth in this Lease.  In the case of any such express provisions, then unless the same provide for completion of the alteration, remodeling, decorating or installation after the Tenant is in possession of the Premises, such taking of possession shall constitute conclusive evidence against the Tenant that the said alteration, remodeling, decorating or installation has been satisfactorily completed.  The certificate of the Architect that the Landlord has fulfilled its obligations in respect of the Premises for the completion of the Landlord’s Work shall bind the parties hereto in any event.

ARTICLE 4

4.	RENT

4.1.	Covenant To Pay

Except as may be provided in Section 4.2, the Tenant shall pay Rent from the Commencement Date without prior demand and without any deduction, abatement, set-off or compensation.  If the Commencement Date is not the first day of a calendar month, or if the period of time from the Commencement Date to the end of the first Fiscal Year is less than twelve (12) calendar months, or if the period of time from the last Fiscal Year end during the Term to the end of the Term is less than twelve (12) calendar months, then Rent for such periods shall be prorated on a per diem basis, based upon a period of three hundred sixty-five (365) days.

On or before the Commencement Date the Tenant shall deliver to the Landlord an executed authorization form as attached hereto as Schedule “G” and a voided cheque to enable the Landlord to draw or issue a debit to the Tenant’s designated bank account at the designated branch of the Tenant’s bank or financial institution.  Each monthly debit shall be made on the first day of the month and be in an amount equal to the monthly installments of Rent including ancillary agreements such as, without limitation, parking or storage agreements, as it may be adjusted from time to time in accordance with the terms of this Lease.  Should the Tenant change banks or financial institutions or branches within the same bank or financial institution during the Term of this Lease the Tenant shall deliver a new executed authorization form and voided cheque to enable the Landlord to draw or issue a debit to the new account of the Tenant for the payment of Rent.  If agreed to by Landlord the Tenant may provide the Landlord with a series of post-dated cheques to cover the monthly installments of Rent payable to the Landlord during such Fiscal Year or portion thereof.

4.2.	Net Rent

The Tenant shall pay Net Rent in respect of the following period(s), the following annual amount(s), monthly installment(s) and annual rate(s) calculated on the basis of the Rentable Area of the Premises:

Net Rent shall be payable in advance and without notice in monthly installments as set out above on the Commencement Date and on the first (1st) day of each calendar thereafter during the Term.  As soon as reasonably possible after completion of construction of the Premises, the Landlord or the Architect shall measure the Premises and calculate the exact Rentable Area of the Premises and the Rent payable to the Landlord shall be adjusted accordingly retroactive to the Commencement Date.

4.3.	Deposit

The Landlord acknowledges receipt from the Tenant of the sum of ● dollars ($●) which shall be held by the Landlord, without liability for interest, as security for the observance and performance by the Tenant of its covenants and obligations under this Lease.  Any portion of the security deposit may be applied by the Landlord towards the payment of overdue or unpaid Rent and may also be applied as compensation to the Landlord for any loss or damage sustained by the Landlord by reason of the breach or non-observance by the Tenant of any terms, covenants and conditions of this Lease to be observed or performed by the Tenant, provided that in all cases the Landlord's other rights and remedies both in law and hereunder are reserved, and the Tenant's liability hereunder shall not be limited to the amount of the security deposit.  If during the Term any portion of the security deposit is so applied, then the Tenant shall forthwith upon written demand from the Landlord deliver to the Landlord a sufficient amount in cash or by certified cheque to restore the security deposit to its original amount.  Provided that the Tenant observes and performs all of its covenants and obligations under this Lease including, without limitation, its obligation to surrender the Premises to the Landlord in the condition and state of repair required by this Lease, the Landlord shall refund to the Tenant forthwith after the Expiry Date any portion of the security deposit then remaining.  If the Landlord sells its interest in the Development and transfers the security deposit to the purchaser, the Landlord shall be discharged from all liability to the Tenant with respect to the security deposit.

4.4.	Operating Costs And Taxes

The Tenant shall pay to the Landlord the Tenant's Proportionate Share of Operating Costs and Taxes in the manner provided in Article 4.5.

4.5.	Payment Of Operating Costs And Taxes

Prior to the commencement of the first Fiscal Year and prior to the commencement of each subsequent Fiscal Year during the Term, the Landlord shall estimate the Operating Costs and Taxes for such Fiscal Year and determine the Tenant’s Proportionate Share thereof.  After the Landlord provides the Tenant with written notification of such estimate (which estimate may be amended from time to time during the Fiscal Year) and the amount of the Tenant’s Proportionate Share of Operating Costs and Taxes for such Fiscal Year, the amount so estimated together with applicable GST shall be payable by the Tenant in equal monthly installments in advance over the Fiscal Year in question, each such installment being payable on the first day of each month by way of the post-dated cheques required by Section 4.1(b) hereof.

Within one hundred fifty (150) days following the end of each Fiscal Year for which the Landlord has estimated Operating Costs and Taxes, the Landlord shall calculate the actual amount of Operating Costs and Taxes for such Fiscal Year and the Tenant’s Proportionate Share thereof, and make available to the Tenant for examination a statement or report, certified to be correct by the Landlord’s accountant, showing in reasonable detail the information relevant and necessary for the exact calculation of Operating Costs and Taxes for the Fiscal Year and the Tenant’s Proportionate Share thereof.  If the Tenant has overpaid its Proportionate Share of Operating Costs and Taxes, the Landlord shall refund any excess paid but, if any balance remains unpaid, the Tenant shall pay such remaining balance within thirty (30) days after receiving the Landlord’s statement or report.  If, for any reason, the Tenant’s Proportionate Share of Operating Costs and Taxes is not finally determined within one hundred fifty (150) days following the end of any Fiscal Year, the parties shall make the appropriate re-adjustment when the Tenant’s Proportionate Share of Operating Costs and Taxes becomes finally determined by the Landlord.  The obligation of the parties to observe and perform this covenant shall survive the expiration or earlier termination of the Term.

Neither party may claim re-adjustment in respect of the Tenant’s Proportionate Share of Operating Costs or Taxes based upon any error of estimation, determination or calculation thereof unless claimed in writing prior to the expiration of twelve (12) months after the end of the Fiscal Year to which the Operating Costs and Taxes relate.  Any report of the Landlord’s accountant as to the Operating Costs, Taxes or the Tenant’s Proportionate Share thereof shall be conclusive as to the amount and the Tenant’s Proportionate Share thereof for any Fiscal Year to which such report relates.  Pending receipt of any such report, the Tenant shall, in cases of dispute, make payment in accordance with the statement or report provided by the Landlord.

The failure of the Landlord to prepare or provide the Tenant with any written statement of estimated or actual Operating Costs and Taxes and the Tenant’s Proportionate Share thereof shall not prejudice the Landlord’s right to subsequently prepare or provide the Tenant with such statement.  The provision of any such statement to the Tenant shall not affect the Landlord’s right to subsequently prepare and provide the Tenant with an amended or corrected statement.

4.6.	Postponement Of Taxes

The Landlord may postpone payment of and contest any Taxes payable by it in the first instance and appeal any assessments with respect thereto, withdraw any such contest or appeal, and agree with the taxing authorities on any settlement or compromise with respect to Taxes.  The Tenant will cooperate with the Landlord in respect of any such contest or appeal and will provide the Landlord with all relevant information, documents and consents required by the Landlord in connection with any such contest or appeal.  The Tenant will not contest any Taxes or appeal any assessments related thereto without the Landlord’s prior written consent.

4.7.	Allocation Of Taxes

Notwithstanding any other provision of this Lease, if the Landlord obtains a written statement from the assessment or taxing authorities indicating that as a result of any construction or installation of Leasehold Improvements in the Premises, or the business conducted in the Premises, or any act or election of the Tenant, the Taxes payable by the Tenant pursuant to Sections 4.4 and 4.5 do not accurately reflect the Tenant’s proper share of Taxes, the Landlord may require the Tenant to pay such greater or lesser amount as is determined by the Landlord, acting reasonably.

4.8.	Business Tax And Other Taxes Of Tenant

The Tenant shall pay all Business Tax when due.  If Business Tax or any portion thereof is payable by the Landlord to the relevant taxing authority, the Tenant shall pay the amount thereof to the Landlord or as the Landlord directs prior to the due date for payment thereof.  If no separate tax bills for Business Tax are issued with respect to the Tenant or the Premises, the Landlord may allocate Business Tax charged, assessed or levied against the Development or any part thereof to the Tenant on such equitable basis as the Landlord, acting in a commercially reasonable manner, determines from time to time.

4.9.	Assessment Notices

The Tenant shall promptly deliver to the Landlord copies of all assessment notices, tax bills and other documents received by the Tenant relating to Taxes and Business Tax and receipts for payment of Taxes and Business Tax payable by the Tenant.

4.10.	Rent Past Due

All Net Rent, Operating Costs, Taxes and GST not paid when due shall bear interest from the date on which the same became due until the date of payment at a rate of interest that is five (5%) percent per annum in excess of the minimum annual interest rate for commercial demand loans charged by any Canadian chartered bank from time to time designated by the Landlord.

4.11.	Utilities

Subject to the following provisions of this Section 4.11(a), the Tenant shall pay to the Landlord the Tenant’s Proportionate Share of the cost of all gas, electricity, water, steam and other utilities used or consumed in, on or in respect of the Development. Charges for utilities shall be payable in advance on the first day of each calendar month in the amount determined by the Landlord.  If the Landlord elects to estimate the Tenant’s Proportionate Share of the cost of utilities payable by the Tenant during a Fiscal Year, then the payment of Rent pursuant to Section 4.1(b) shall cover the monthly installments for utilities.  Notwithstanding the preceding provisions of this Section 4.11(a), the Landlord shall be entitled to allocate to the Premises an additional charge, as determined by the Landlord's engineer, for any supply of utilities to the Premises considered by the Landlord or the Landlord’s engineer to be excessive.  If any utility rates or charges are increased or decreased during the Term, such charges shall be equitably adjusted and the decision of the Landlord, acting in a commercially reasonable manner, shall be final and binding with respect to any such adjustment.

The Landlord shall have the exclusive right to replace bulbs, tubes and ballasts in the lighting system in the Premises, on either an individual or a group basis.  The Tenant shall pay the cost of such replacement on the first day of each calendar month or, at the option of the Landlord, upon demand.

The Tenant shall pay the cost of installing and maintaining any meters installed at the request of the Landlord or the Tenant to measure the usage of utilities in the Premises.

4.12.	Adjustment Of Areas

The Landlord may, from time to time, remeasure the area of the Premises and recalculate the Rentable Area of the Premises and may readjust the Net Rent and/or the Tenant's Proportionate Share of Operating Costs and Taxes accordingly.  The effective date of any such readjustment shall:

in the case of an adjustment to the Rentable Area of the Premises resulting from a change in the aggregate area of all rentable premises on the floor of the Building on which the Premises are situated, be the date on which such change occurred; and

in the case of a correction to any measurement or calculation error, be the date on which such error was introduced in the calculation of Rent.

4.13.	Other Taxes

In addition to all other amounts payable by the Tenant hereunder, the Tenant shall pay to the Landlord  an amount equal to any and all goods and services taxes, sales taxes, value added taxes, business transfer taxes, and any other taxes imposed on the Landlord with respect to Rent payable by the Tenant under this Lease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer tax, or otherwise (herein collectively called "GST"), it being the intention of the parties that the Landlord shall be fully reimbursed by the Tenant with respect to any and all GST at the full tax rate applicable from time to time in respect of the Rent or the rental of space.  The amount of GST so payable by the Tenant shall be calculated by the Landlord in accordance with applicable legislation and shall be paid to the Landlord at the same time as the amounts to which such GST applies are payable to the Landlord under the terms of this Lease or upon demand at such other time or times as the Landlord from time to time determines.  Notwithstanding any other provision of this Lease, the GST payable by the Tenant hereunder shall be deemed not to be Rent, but the Landlord shall have all of the same remedies for and rights of recovery of such amounts as it has for recovery of Rent under this Lease.

ARTICLE 5

5.	CONTROL OF DEVELOPMENT

5.1.	Landlord's Services

The Landlord shall provide climate control to the Premises during Normal Business Hours to maintain a temperature adequate for normal occupancy, except during the making of repairs, alterations or improvements, provided that the Landlord shall have no liability for failure to supply climate control to the Premises when prevented from doing so or for causes beyond the Landlord's reasonable control.  Any rebalancing of the climate control system in the Premises necessitated by the installation of partitions, equipment or fixtures by the Tenant or by any use of the Premises not in accordance with the design standards of such system will be performed by the Landlord at the Tenant's expense.

Subject to the Rules and Regulations, the Landlord shall provide elevator service in the Building during Normal Business Hours for use by the Tenant in common with others, except when prevented by repairs.  The Landlord will operate at least one passenger elevator in the Building for use by tenants at all times, provided that the Landlord shall have no liability for the failure to provide elevator service as aforesaid when prevented from doing so by repairs, or causes beyond the Landlord's control.

The Landlord will provide cleaning services in the Building consistent with the standards of a first class office building.

Subject to Section 5.1(a), the Landlord shall make available to the Premises electricity for normal lighting and miscellaneous power requirements and, in normal quantities gas, water and other public utilities generally made available to other rentable premises in the Building by the Landlord.

5.2.	Alterations By Landlord

The Landlord may:

alter, add to, subtract from, construct improvements to and rearrange the Development;

construct additional facilities adjoining or near the Development;

build additional stories on the Building;

relocate the facilities and improvements comprising the Development, or alter or rearrange the Premises, provided that the premises, as altered or rearranged shall be in all material respects comparable to the Premises as herein defined;

do such things on or in the Development as are required to comply with any laws, by-laws, regulations, orders or directives affecting the Development; and

do such other things on or in the Development as the Landlord, in the use of good business judgment determines to be advisable;

provided that access to the Premises shall at all times be available from the elevator lobbies of the Building.  Notwithstanding the immediately preceding sentence, the Landlord shall have no liability for failure to provide access as aforesaid when stopped or prevented from doing so by repairs, or causes beyond the Landlord's reasonable control. The Landlord shall not be in breach of its covenant for quiet enjoyment or liable for any loss, costs or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing.

ARTICLE 6

6.	use and occupation

6.1.	Use And Conduct Of Business

The Premises shall be used only for a general business office and for no other purpose.  The Tenant shall throughout the whole of the Term continuously operate, occupy and utilize the entire Premises and conduct its business therein strictly in accordance with the provisions of this Lease.  The Tenant shall operate and conduct its business upon the whole of the Premises in an up-to-date, first class and reputable manner befitting the character of the Development and shall act diligently and use all proper and reasonable efforts to conduct its business in accordance with good business practice.

6.2.	Nuisance

The Tenant shall not commit or permit any waste or damage to the Premises, any nuisance therein or any use or manner of use which causes or may cause annoyance or disturbance to the Landlord or to other tenants or occupants of the Building (including the use of any public address, music broadcast or other sound system which may be heard beyond the limits of the Premises) and shall not use or permit to be used any part of the Premises for any trade or business which is, in the opinion of the Landlord, dangerous, noxious or offensive, and the Tenant shall not place any objects on or otherwise obstruct the heating or air conditioning vents within the Premises.

6.3.	Compliance With Laws

The Tenant shall, at its sole cost and expense, promptly observe and comply with all provisions of law including, without limitation, all requirements of:

federal, provincial and municipal legislative enactments, by-laws and regulations now or hereafter in force which pertain to or affect the Premises, or the conduct of any business in the Premises, or the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises; and

police, fire, health, sanitary, building and insurance underwriter regulations pertaining to the use, occupancy, operation or condition of the Premises.

6.4.	Floor Loads

The Tenant shall not place a load upon any portion of any floor of the Premises which will exceed the floor load which the area of such floor being loaded was designed to carry having regard to the loading of adjacent areas and that which is allowed by law.  The Landlord reserves the right to prescribe the weight and position of all safes and heavy installations which the Tenant intends to place in the Premises so as to properly distribute the weight thereof and the Tenant shall pay all costs incurred by the Landlord and the Architect in making such assessment.

6.5.	Tenant Not To Overload Facilities

The Tenant shall not install any equipment which will exceed or overload the capacity of any utility, electrical or mechanical facilities in the Premises or elsewhere in the Development and the Tenant will not bring into the Premises or the Building or install any utility, electrical or mechanical facility or service without the prior written approval of the Landlord.  The Tenant agrees that if any equipment installed by the Tenant requires additional utility, electrical or mechanical facilities, the Landlord may, in its sole discretion, elect to install them at the Tenant’s expense and in accordance with plans and specifications to be approved in advance in writing by the Landlord.

6.6.	Rules and Regulations

The Tenant shall observe and cause its employees, invitees and others over whom the Tenant can reasonably be expected to exercise control, to observe the Rules and Regulations attached as Schedule “D” hereto and such further and other reasonable Rules and Regulations and amendments and additions thereto as may hereafter be made by the Landlord, and all such Rules and Regulations shall be deemed to be incorporated in and form part of this Lease.  For the enforcement of such Rules and Regulations, the Landlord shall have available to it all remedies in this Lease provided for a breach thereof and all remedies whether or not provided for in this Lease, both at law and in equity.  The Landlord shall not be responsible or liable to the Tenant for the non-observance or violation by any other tenant of any such Rules and Regulations, the non-enforcement as against other tenants of the Building of such Rules and Regulations or any loss or damage arising out of the same.

6.7.	Condition

The Tenant shall not permit the Premises to become, in the opinion of the Landlord, untidy, unsightly, offensive or hazardous or permit unreasonable quantities of waste or refuse to accumulate therein and, at the end of each business day, shall leave the Premises in a reasonable condition so as to facilitate the performance of the Landlord’s janitor and cleaning services.

6.8.	Sign And Directory

The Tenant shall not paint, display, inscribe, place or affix any sign, symbol, notice or lettering of any kind anywhere outside the Premises (whether on the outside or inside of the Building) or within the Premises so as to be visible from the outside of the Premises with the exception only of a Building standard interior identification sign at or near the entrance of the Premises, a directory listing in the main lobby of the Building and such other signs as the Landlord may permit, in each case containing the name of the Tenant and such other names as the Landlord may permit and to be subject to the approval of the Landlord as to design, size, location and content.  Such identification sign and directory listing shall be installed at the expense of the Tenant, and the Landlord reserves the right to install them.  All signs which are the property of the Tenant shall be removed upon the expiration or earlier termination of the Term and any damage to the Premises or the Building resulting from the installation or removal thereof shall be repaired by the Tenant at its expense.

6.9.	Toxic Material

The Tenant covenants with the Landlord that it will not bring, store or use upon the Premises or any other part of the Development any Toxic Material.  If at any time, notwithstanding the foregoing covenant of the Tenant, there shall be any Toxic Material upon the Premises or any part thereof, the Tenant shall, at its own expense:

immediately give the Landlord notice to that effect and thereafter give the Landlord from time to    time written notice of the extent and nature of the Tenant’s compliance with the following provisions of this Lease;

promptly remove the Toxic Material from the Premises in a manner which conforms with all   laws and regulations governing the movement of the same; and

if requested by the Landlord, obtain at the Tenant’s cost and expense a report from an independent qualified consultant designated or approved by the Landlord verifying the complete and proper removal of all Toxic Material from the Premises or reporting the extent and nature of any failure to comply with the foregoing provisions of this Lease.  If the Tenant brings to or creates upon the Premises any Toxic Material or if the conduct of the Tenant’s business causes there to be any Toxic Material upon the Premises or any other part of the Development, notwithstanding any rule of law to the contrary, the Toxic Material shall be and remain the sole and exclusive property of the Tenant and shall not become the property of the Landlord notwithstanding the degree of affixation of the Toxic Material or the goods containing the Toxic Material to the Premises or the Lands and notwithstanding the expiration or earlier termination of this Lease.

ARTICLE 7

7.	ACCESS AND ENTRY

7.1.	Right Of Examination

The Landlord shall be entitled at all reasonable times (and at any time in case of emergency) to enter the Premises to examine them; to make such repairs, alterations or improvements in the Premises as the Landlord considers necessary or desirable; to have access to underfloor ducts and access panels to mechanical shafts; to check, calibrate, adjust and balance controls and other parts of the heating systems; and for any other purpose necessary to enable the Landlord to perform its obligations or exercise its rights under this Lease.  The Tenant shall not obstruct any pipes, conduits or mechanical or electrical equipment so as to prevent reasonable access thereto.  The Tenant shall provide the Landlord free and unhampered access to the Premises for such purposes, and shall not be entitled to compensation for any inconvenience, nuisance, discomfort or loss caused thereby but the Landlord shall, in exercising its rights hereunder, proceed to the extent possible in the circumstances in a manner which will minimize interference with the Tenant's use and enjoyment of the Premises.

7.2.	Right To Show Premises

The Landlord and its agents shall have the right to enter the Premises at all reasonable times during Normal Business Hours to show them to prospective purchasers, Mortgagees or prospective Mortgagees and, during the last twelve (12) months of the Term, to prospective tenants.

7.3.	Entry Not Forfeiture

No entry into the Premises or anything done therein by the Landlord pursuant to a right granted by this Lease shall constitute a breach of any covenant for quiet enjoyment or (except where expressed by the Landlord in writing) a re-entry or forfeiture, or an actual or constructive eviction.  The Tenant shall have no claim for injury, damages or loss suffered as a result of any such entry or anything done by the Landlord in the Premises except in the case of willful misconduct by the Landlord in the course of such entry, but the Landlord shall in no event be responsible for the acts or negligence of any Persons providing cleaning services in the Building.

ARTICLE 8

8.	MAINTENANCE, REPAIRS AND ALTERATIONS

8.1.	Maintenance By Landlord

(a)	The Landlord covenants to keep the following in good repair as would a prudent owner:

(i)	the structure of the Building including exterior walls and the roof;

(ii)	the mechanical, electrical and other base Building systems; and

(iii)	the entrance, lobbies, plazas, stairways, corridors, parking areas and other facilities from time to time provided for use in common by the Tenant and other tenants of the Building.

If such maintenance or repairs are required due to the business carried on by the Tenant, then the full cost of such maintenance and repairs plus a sum equal to fifteen (15%) percent of such cost representing the Landlord's overhead shall be paid by the Tenant to the Landlord as Additional Rent.

(b)	The Landlord shall not be responsible for any damages suffered by the Tenant by reason of failure of any equipment or facilities serving the Development or delays in the performance of any work for which the Landlord is responsible under this Lease.  The Landlord shall have the right to stop, interrupt or reduce any services, systems or utilities provided to, or serving the Development or the Premises to perform repairs, alterations or maintenance or to comply with laws or regulations, or binding requirements of its insurers, or for causes beyond the Landlord's reasonable control or as a result of the Landlord exercising its rights under Section 5.2.  The Landlord shall not be in breach of its covenant for quiet enjoyment or liable for any loss, costs or damages, whether direct or indirect, incurred by the Tenant due to any of the foregoing, but the Landlord shall make reasonable efforts to restore the services, utilities or systems so stopped, interrupted or reduced.

(c)	If the Tenant fails to carry out any maintenance, repairs or work required to be carried out by it under this Lease to the reasonable satisfaction of the Landlord, the Landlord may at its option carry out such maintenance or repairs without any liability for any resulting damage to the Tenant's property or business.  The cost of such work, plus a sum equal to fifteen (15%) percent of such cost representing the Landlord's overhead, shall be paid by the Tenant to the Landlord as Additional Rent.

8.2.	Maintenance By Tenant

Subject to Article 10, the Tenant shall at its sole cost and expense repair and maintain the Premises (exclusive of base Building mechanical and electrical systems), all to a standard consistent with a first class office building, with the exception only of those repairs which are the obligation of the Landlord.  The Landlord may enter the Premises at all reasonable times to view their condition and the Tenant shall maintain and keep the Premises in good and substantial repair according to notice in writing.  At the expiration or earlier termination of the Term, the Tenant shall surrender the Premises to the Landlord in as good condition and repair as the Tenant is required to maintain the Premises throughout the Term.

8.3.	Tenant's Alterations

(a)	No Alterations shall be made to the Premises without the Landlord's prior written approval.  The Tenant shall submit to the Landlord details of the proposed work including drawings and specifications prepared by qualified architects or engineers conforming to good engineering practice.  All such Alterations shall be performed:

(i)	in a good and workmanlike manner, at the sole cost of the Tenant by contractors and workmen approved by the Landlord;

(ii)	in accordance with drawings and specifications approved by the Landlord and, in any event, in accordance with all applicable legal and insurance requirements;

(iii)	subject to the reasonable regulations, supervision, control and inspection of the Landlord and the Architect; and

(iv)	subject to such indemnification against liens and expenses as the Landlord reasonably requires.

The Landlord's reasonable cost of supervising such work, in an amount not less than fifteen (15%) percent of the total cost of such work, shall be paid by the Tenant to the Landlord as Additional Rent.

(b)	If the Alterations would affect the structure of the Building or any of the electrical, plumbing, mechanical, heating, ventilating, air conditioning or other base Building systems, such work shall at the option of the Landlord be performed by the Landlord at the Tenant's cost.  On completion of such work, the cost of the work plus a sum equal to fifteen (15%) percent of such cost representing the Landlord's overhead shall be paid to the Landlord as Additional Rent.

(c)	If the Tenant installs Leasehold Improvements, or makes Alterations which depart from the Building standard and which restrict access by the Landlord to any Building system, or which restrict the installation of the leasehold improvements of any other tenant in the Building, then the Tenant shall be responsible for all costs incurred by the Landlord in obtaining access to such Building system, or in installing such other tenant's leasehold improvements.

8.4.	Repair Where Tenant At Fault

Notwithstanding any other provisions of this Lease, if the Development is damaged or destroyed or requires repair, replacement or alteration as a result of any act or omission of the Tenant, its employees, agents, invitees, licensees, contractors or others for whom it is in law responsible, the cost of the resulting repairs, replacements or alterations plus a sum equal to fifteen (15%) percent of such cost representing the Landlord's overhead shall be paid by the Tenant to the Landlord as Additional Rent.

8.5.	Removal Of Leasehold Improvements And Trade Fixtures

All Leasehold Improvements (other than Trade Fixtures) shall immediately upon their placement become the Landlord's property without compensation to the Tenant.  Except as otherwise agreed by the Landlord in writing, no Leasehold Improvements shall be removed from the Premises by the Tenant either during or upon the expiration or earlier termination of the Term except that:

(a)	the Tenant may during the Term, in the usual course of its business, remove its Trade Fixtures provided that the Tenant is not then in default under this Lease and provided that such Trade Fixtures have become excess to the Tenant’s needs or the Tenant is substituting new and similar Trade Fixtures therefor;

(b)	provided that the Tenant is not then in default under this Lease, the Tenant shall upon the expiration or earlier termination of the Term, at its sole cost, remove its Trade Fixtures in the Premises, failing which, at the option of the Landlord, the Trade Fixtures shall become the property of the Landlord and may be removed from the Premises and sold or disposed of by the Landlord in such manner as it deems advisable; and

(c)	the Tenant shall, at the expiration or earlier termination of the Term, at its sole cost, either remove such of the Leasehold Improvements in the Premises as the Landlord shall require to be removed, and restore the Premises to the Landlord's then current base Building standard to the extent required by the Landlord, or at the Landlord's option, pay to the Landlord the estimated cost of such removal and restoration as determined by the Landlord and Architect, acting in a commercially reasonable manner.  In the event the Landlord elects that the Tenant shall perform the required work, then:

(i)	the Tenant shall submit detailed demolition drawings to the Landlord for its prior approval, and such work shall be completed under the supervision of the Landlord and Architect,

(ii)	the Tenant shall, at its expense, repair any damage caused to the Building by such removal, and

(iii)	if the Tenant fails to complete such work prior to the expiration or earlier termination of the Term, the Tenant shall pay compensation to the Landlord for each day following the expiration or earlier termination of the Term until the completion of such work at a rate equal to double the per diem Rent payable by the Tenant to the Landlord during the last month preceding the expiration or earlier termination of the Term, which sum is agreed by the parties to be a reasonable estimate of the damages suffered by the Landlord for the loss of use of the Premises.

8.6.	Liens

In connection with the making, erection, installation or alteration of Leasehold Improvements and Trade Fixtures and all other work or installations made by or for the Tenant in the Premises, the Tenant shall comply with all provisions of applicable provincial legislation in respect of builders’ liens and workers’ compensation and other statutes from time to time applicable thereto (including any provisions requiring or enabling the retention of portions of any sums payable by way of holdback) and except as to any such holdback shall promptly pay all accounts relating thereto.  Without the Landlord’s prior written consent, which consent may be arbitrarily withheld by the Landlord, the Tenant will not create or cause to be created any mortgage, security agreement, lease or other encumbrance in respect of the Leasehold Improvements and Trade Fixtures attached to the Premises or any other part of the Development.  If and whenever any builders’ or other lien for work, labour, services or materials supplied to or for the Tenant or the Premises or for the cost of which the Tenant may be in any way liable for claims therefor shall arise or be filed or any such mortgage, security agreement, lease or other encumbrance shall attach, the Tenant shall immediately after receipt of notice thereof procure the discharge thereof registered in respect of any lien, by payment or giving security or in such other manner as may be required or permitted by law, and failing which the Landlord may in addition to all other remedies hereunder and at law make any payments required to procure the discharge of any such liens or encumbrances, in which event the Landlord shall be reimbursed by the Tenant for all amounts so paid and all expenses incurred by the Landlord in connection therewith including, without limitation, legal fees on a solicitor and his client basis.  The Landlord’s right to reimbursement shall not be affected or impaired if the Tenant shall then or subsequently establish or claim that any lien or encumbrance so discharged was without merit or excessive or subject to any abatement, set-off or defense.

8.7.	Notice By Tenant

The Tenant shall notify the Landlord of any accident, defect, damage or deficiency in any part of the Premises or the Development which comes to the attention of the Tenant, its employees or contractors notwithstanding that the Landlord may have no obligation in respect thereof.

ARTICLE 9

9.	INSURANCE AND INDEMNITY

9.1.	Tenant's Insurance

(a)	The Tenant will, throughout the Term, at its cost take out and maintain, in the names of the Tenant, the Landlord and the Mortgagee, when applicable, as their respective interests may appear, the following insurance, which will contain the Mortgagee’s standard mortgage clause and will contain a waiver of any subrogation rights which the Tenant’s insurers may have against the Landlord, its affiliates, directors, officers, employees, agents and those for whom it is in law responsible:

(i)	"all risks" insurance upon all property of every description and kind owned by the Tenant or for which the Tenant is legally liable, and which is located in the Premises including, without limitation, Alterations, Trade Fixtures, plate glass, furniture, equipment, Leasehold Improvements and the Tenant’s inventory, in an amount of at least the full replacement cost, with coverage against at least “all risks” including the perils of flood, earthquake and sewer backup;

(ii)	broad form boiler and machinery insurance on a blanket repair and replacement basis with limits for each accident in an amount of at least the full replacement cost of all boilers, pressure vessels, heating and air conditioning equipment and miscellaneous electrical apparatus owned or operated by the Tenant or by others (other than the Landlord) on behalf of the Tenant;

(iii)	business interruption insurance on a gross profits basis, including all rental expenses, with a minimum indemnity period of twelve (12) months and extra expense insurance in such amounts as will reimburse the Tenant for loss attributable to all perils referred to in this section or resulting from prevention of access to the Premises;

(iv)	comprehensive general liability insurance on an occurrence form, including personal injury liability, contractual liability, cross liability, employees as additional insureds, non-owned automobile liability, contingent employer’s liability and owners’ and contractors’ protective insurance coverage with respect to the Premises and the Tenant’s use of the Shared Common Areas and Facilities.  Such policies shall be written on a comprehensive basis with inclusive limits of not less than Five Million ($5,000,000.00) Dollars for bodily injury to any one or more Persons, or property damage, and such higher limits as the Landlord, acting in a commercially reasonable manner, requires from time to time;

(v)	Tenant’s “all risks” legal liability insurance for the replacement cost of the Premises, including loss of use thereof;

(vi)	standard owner’s form automobile policy providing third party liability insurance with Two Million ($2,000,000.00) Dollars inclusive limits, and accident benefits insurance, covering all licensed vehicles owned or operated by or on behalf of the Tenant; and

(vii)	any other insurance as the Tenant or the Landlord, acting in a commercially reasonable manner, or the Mortgagee requires from time to time in form, in amounts and for insurance risks against which a prudent tenant would insure.

(b)	All policies:

(i)	will be taken out with insurers licensed to do business in  and be acceptable to the Landlord, acting in a commercially reasonable manner;

(ii)	will be in a form satisfactory from time to time to the Landlord, acting in a commercially reasonable manner;

(iii)	will be non-contributing with, and will apply only as primary and not as excess to any other insurance available to the Landlord or the Mortgagee; and

(iv)	will not be invalidated as respects the interests of the Landlord and of the Mortgagee by reason of any breach of or violation of any warranties, representations, declarations or conditions contained in the policies.  All policies will contain an undertaking by the insurers to notify the Landlord and the Mortgagee in writing by registered mail at least thirty (30) days before any material change, cancellation or termination of them.

(c)	Certificates of insurance will be delivered to the Landlord before the Tenant obtains possession of the Premises for any purpose.  No review or approval of any insurance certificate by the Landlord diminishes its rights or the Tenant’s obligations under this Lease.

(d)	If the Tenant fails to take out or to keep in force any required insurance or should any of the  insurance not be approved by the Landlord, and should the Tenant not commence to diligently rectify, and afterwards to proceed diligently to rectify, the situation within forty-eight (48) hours after notice by the Landlord, the Landlord may, without obligation, effect such insurance at the Tenant’s cost and all costs of the Landlord thereby incurred will be immediately paid by the Tenant to the Landlord as Additional Rent together with a fee in the amount of fifteen (15%) percent of the costs incurred by the Landlord representing the Landlord’s overhead.  This right is without prejudice to the other rights and remedies of the Landlord under this Lease.

(e)	The Tenant shall exert all reasonable efforts and diligence to recover any losses arising in connection with this Lease that are to be covered by the Tenant’s insurance.

9.2.	Landlord’s Insurance

The Landlord will carry the following:

(a)	insurance on the Development and the machinery, boilers and equipment contained therein and owned by the Landlord (excluding any property with respect to which the Tenant or other occupants of the Development are required to insure under Section 9.1 or similar sections of other occupants’ leases) against perils covered by an “all risks” policy, including flood, earthquake and sewer backup for the full replacement cost;

(b)	comprehensive public liability and property damage insurance with respect to the Landlord’s operations in the Development, in reasonable amounts for personal and bodily injury or death and damage to property of others; and

(c)	other forms of insurance which the Landlord or the Mortgagee consider advisable.

Despite this section, and regardless of any contribution by the Tenant to the cost of insurance premiums, the Tenant is not relieved of any liability arising from or contributed to by its negligence or its willful acts or omissions, and no insurable interest is conferred upon the Tenant under any policies of insurance carried by the Landlord and the Tenant has no right to receive any proceeds of any such insurance policies.

9.3.	Indemnification Of The Landlord

Notwithstanding any other provision of this Lease, the Tenant hereby indemnifies the Landlord, its affiliates, directors, officers, employees, agents and those for whom it is in law responsible and saves it harmless from and against any and all loss, including loss of Rent, claims, actions, damages, liability and expense in connection with loss of life, personal injury, damage to property or any other loss or injury  whatsoever arising from or out of this Lease, or any occurrence in, upon or at the Premises, or the occupancy or use by the Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of the Tenant or by anyone permitted to be on the Premises by the Tenant.  If the Landlord, its affiliates, directors, officers, employees, agents and those for whom it is in law responsible shall, without fault on their part, be made a party to any litigation commenced by or against the Tenant, then the Tenant shall protect, indemnify and hold them harmless and shall pay all expenses and reasonable legal fees (on a solicitor and his client basis) incurred or paid by them in connection with such litigation.

9.4.	Loss Or Damage

The Tenant acknowledges and agrees that the Landlord, its affiliates, directors, officers, employees, shareholders, agents and those for whom it is in law responsible shall not be liable for any death or injury arising from or out of any occurrence in, upon, at or relating to the Development or damage to property of the Tenant or of others located on the Premises or elsewhere in the Development, nor shall they be responsible for any loss of or damage to any property of the Tenant or others from any cause, whether or not any such death, injury, loss or damage results from the negligence of the Landlord, its affiliates, directors, officers, employees, shareholders, agents and those for whom it is in law responsible.  Without limitation, the Landlord shall not be liable for any injury or damage to Persons or property resulting from any cause whatsoever.  All property of the Tenant shall be so kept at the risk of the Tenant only and the Tenant releases and agrees to indemnify the Landlord, its affiliates, directors, officers, employees, shareholders, agents and those for whom it is in law responsible and save them harmless from any claims arising out of any damage to the same, including any subrogation claims by the Tenant's insurers.  Without limiting the generality of the foregoing, the Tenant hereby releases the Landlord and those for whom it is in law responsible from all losses, damages and claims of any kind in respect of which the Tenant is required to maintain insurance or is otherwise insured.

9.5.	Increase In Insurance Premiums

No article shall be kept in the Premises, which is prohibited by any insurance policy against the Development.  If anything is done in the Development by the Tenant, its employees, servants, agents, invitees and those for whom it is in law responsible which increases the insurance premiums with respect to the Development or any part thereof, the Tenant shall pay any such increase in premiums.  In determining whether increased premiums result from the use of the Premises, a schedule issued by the Landlord’s insurer shall be final and binding.

9.6.	Cancellation Of Insurance

If any insurance policy upon the Development or any part thereof shall be cancelled or threatened to be cancelled or the coverage thereunder reduced by reason of the use of the Premises, and if the Tenant fails to remedy such condition within forty-eight (48) hours after notice, the Landlord may, at its option, at the Tenant’s cost, either:

(a)	re-enter the Premises forthwith; or

(b)	enter upon the Premises and remedy the condition giving rise to such cancellation, threatened cancellation or reduction; or

(c)	terminate this Lease.

The Landlord shall not be liable for any damage or injury caused to any property located on the Premises as a result of any such entry.

ARTICLE 10

10.	DAMAGE AND DESTRUCTION

10.1.	No Abatement

If the Premises, the Building or the Development are damaged or destroyed in whole or in part by fire or any other casualty, then except as otherwise expressly provided in this Article 10, this Lease shall continue in full force and effect and there shall be no abatement of Rent.

10.2.	Damage To Premises

If the Premises are at any time damaged or destroyed as a result of fire or any other casualty required to be insured against by the Landlord under this Lease or otherwise insured against by the Landlord and not caused or contributed to by the Tenant, then the following provisions shall apply to the extent that the Landlord receives insurance proceeds from Landlord's insurance outlined in Section 9.2:

(a)	if the Premises are rendered untenantable only in part, the Landlord shall diligently repair the Premises to the extent only of its obligations under Section 8.1 and Rent shall abate in the proportion that the area of the Premises rendered untenantable bears to the total area of the Premises from the date of damage or destruction until the Landlord's repairs have been completed;

(b)	if the Premises are rendered wholly untenantable, the Landlord shall diligently repair the Premises to the extent only of its obligations under Section 8.1 and Rent shall abate entirely from the date of damage or destruction until the Landlord's repairs have been completed;

(c)	if the Premises are not rendered untenantable in whole or in part, the Landlord shall diligently perform such repairs to the Premises to the extent only of its obligations under Section 8.1, but in such circumstances Rent shall not abate;

(d)	upon being notified by the Landlord that the Landlord's repairs have been substantially completed, the Tenant shall diligently perform all repairs to the Premises which are the Tenant's responsibility under Section 8.2, and all other work required to fully restore the Premises for use in the Tenant's business, in every case at the Tenant's cost and without any contribution to such cost by the Landlord, whether or not the Landlord has at any time made any contribution to the cost of supply, installation or construction of Leasehold Improvements in the Premises;

(e)	nothing in this section shall require the Landlord to rebuild the Premises in the condition which existed before any such damage or destruction so long as the Premises as rebuilt will have reasonably similar facilities to those in the Premises prior to such damage or destruction, having regard, however, to the age of the Building at such time; and

(f)	nothing in this section shall require the Landlord to undertake any repairs having a cost in excess of the insurance proceeds actually received by the Landlord with respect to such damage or destruction.

10.3.	Right Of Termination

Notwithstanding Section 10.2, if the damage or destruction which has occurred in the Premises is such that in the reasonable opinion of the Landlord the Premises cannot be rebuilt or made fit for the purposes of the Tenant within ninety (90) days of the happening of the damage or destruction, the Landlord may, at its option, terminate this Lease on notice to the Tenant given within thirty (30) days after such damage or destruction.  If such notice of termination is given, Rent shall be apportioned and paid to the date of such damage or destruction and the Tenant shall upon receipt of such notice of termination immediately deliver vacant possession of the Premises in accordance with the terms of this Lease.

10.4.	Destruction Of Building

(a)	Notwithstanding any other provision of this Lease, if

(i)	thirty five (35%) percent or more of the Building Rentable Area is damaged or destroyed by any cause; or

(ii)	portions of the Building or Development which affect access or services essential thereto are damaged or destroyed and, in the reasonable opinion of the Landlord, cannot be reasonably repaired within one hundred eighty (180) days after the occurrence of the damage or destruction;

then the Landlord may, by notice to the Tenant given within thirty (30) days of such damage or destruction, terminate this Lease, in which event neither the Landlord nor the Tenant shall be bound to repair and the Tenant shall surrender the Premises to the Landlord within thirty (30) days after delivery of its notice of termination and Rent shall be apportioned and paid to the date on which the Tenant delivers vacant possession of the Premises, subject to any abatement to which the Tenant may be entitled under Section 10.2.

(b)	If the Landlord is entitled to, but does not elect to terminate this Lease under Section 10.4(a), the Landlord shall, following such damage or destruction, diligently repair if necessary that part of the Development damaged or destroyed, but only to the extent of the Landlord's obligations under the terms of the various leases for premises in the Development and exclusive of any tenants’ responsibilities with respect to such repair.  If the Landlord elects to repair the Development, the Landlord may do so in accordance with plans and specifications other than those used in the original construction of the Development.

10.5.	Architect's Certificate

The certificate of the Architect shall bind the parties as to:

(a)	the Building Rentable Area damaged or destroyed;

(b)	whether or not the Premises are rendered untenantable and the percentage of the Premises rendered untenantable;

(c)	the date upon which either the Landlord's or Tenant's work of reconstruction or repair is completed or substantially completed and the date when the Premises are rendered tenantable; and

(d)	the state of completion of any work of the Landlord or the Tenant.

ARTICLE 11

11.	ASSIGNMENT, SUBLETTING AND TRANSFERS

11.1.	Assignments, Subleases And Transfers

The Tenant shall not enter into, consent to, or permit any Transfer without the prior written consent of the Landlord in each instance, which consent shall not be unreasonably withheld but shall be subject to the Landlord's rights under Section 11.2.  Notwithstanding any statutory provision to the contrary, it shall not be considered unreasonable for the Landlord to take into account the following factors in deciding whether to grant or withhold its consent:

(a)	whether such Transfer is in violation or breach of any covenants or restrictions made or granted by the Landlord or prior owners of the Development to other tenants or occupants or prospective tenants or occupants of the Development;

(b)	whether in the Landlord's opinion, the financial background, business history and capability of the proposed Transferee is satisfactory; and

(c)	if the Transfer is to an existing tenant of the Landlord.

Consent by the Landlord to any Transfer if granted shall not constitute a waiver of the necessity for the Landlord’s consent to any subsequent Transfer.  This prohibition against Transfer shall include a prohibition against any Transfer by operation of law and no Transfer shall take place by reason of the failure of the Landlord to give notice to the Tenant within thirty (30) days as required by Section 11.2.

11.2.	Landlord's Right To Terminate

If the Tenant intends to effect a Transfer, the Tenant shall give prior notice to the Landlord of such intent specifying the identity of the Transferee, the type of Transfer contemplated, the portion of the Premises affected thereby, and the financial and other terms of the Transfer, and shall provide such financial, business and other information relating to the proposed Transferee and its principals as the Landlord or any Mortgagee requires, together with copies of any documents which record the particulars of the proposed Transfer.  The Landlord shall, within thirty (30) days after having received such notice and all requested information, notify the Tenant either that:

(a)	it consents or does not consent to the Transfer in accordance with the provisions and qualifications of this Article 11; or

(b)	it elects to cancel this Lease as to the whole or part, as the case may be, of the Premises affected by the proposed Transfer, in preference to giving such consent.

If the Landlord elects to terminate this Lease it shall stipulate in its notice the termination date of this Lease, which date shall be not less than thirty (30) days nor more than ninety (90) days following the giving of such notice of termination.  If the Landlord elects to terminate this Lease, the Tenant shall notify the Landlord within ten (10) days thereafter of the Tenant's intention either to refrain from such Transfer or to accept termination of this Lease or the portion thereof in respect of which the Landlord has exercised its rights.  If the Tenant fails to deliver such notice within such ten (10) days or notifies the Landlord that it accepts the Landlord's termination, this Lease will as to the whole or affected part of the Premises, as the case may be, be terminated on the date of termination stipulated by the Landlord in its notice of termination.  If the Tenant notifies the Landlord within ten (10) days that it intends to refrain from such Transfer, then the Landlord's election to terminate this Lease shall become void.

11.3.	Conditions Of Transfer

(a)	If there is a permitted Transfer, the Landlord may collect rent from the Transferee and apply the net amount collected to the Rent payable under this Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant's covenants or any acceptance of the Transferee as tenant or a release from the Tenant from the further performance by the Tenant of its obligations under this Lease.  Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing:

(i)	that the Transferee will be bound by all of the terms of this Lease and, except in the case of a sublease, that the Transferee will be so bound as if it had originally executed this Lease as tenant; and

(ii)	to amend the Lease to incorporate such terms, covenants and conditions as are necessary so that the Lease will be in accordance with the Landlord's standard form of office lease in use for the Building at the time of the Transfer, and so as to incorporate any conditions imposed by the Landlord in its consent or required by this Section 11.3.

(b)	Notwithstanding any Transfer permitted or consented to by the Landlord, the Tenant shall remain liable under this Lease and shall not be released from performing any of the terms of this Lease.

(c)	The Landlord's consent to any Transfer shall be subject to the condition that:

(i)	the net rent and additional rent payable by the Transferee shall not be less than the aggregate of the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease); and

(ii)	if the net rent and additional rent to be paid by the Transferee under such Transfer exceeds the aggregate of the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes payable under this Lease, the amount of such excess shall be paid by the Tenant to the Landlord.  If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than net rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration.  The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms.

(d)	Notwithstanding the effective date of any permitted Transfer as between the Tenant and the Transferee, all Rent payable to the Landlord for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments for such month from either the Tenant or Transferee.

(e)	Any document evidencing any Transfer permitted by the Landlord, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors.  The Tenant shall reimburse the Landlord for all legal fees and other costs incurred by the Landlord in considering any request for the Landlord’s consent to a proposed Transfer (whether or not the Landlord ultimately grants its consent thereto) and preparing any document evidencing any Transfer permitted by the Landlord.

11.4.	Change Of Control

If the Tenant is at any time a corporation or partnership, any actual or proposed Change of Control in such corporation or partnership shall be deemed to be a Transfer and subject to all of the provisions of this Article 11.  The Tenant shall make available to the Landlord or its representatives all of its corporate or partnership records, as the case may be, for inspection at all reasonable times, in order to ascertain whether any Change of Control has occurred.

11.5.	No Advertising

The Tenant shall not advertise that the whole or any part of the Premises are available for a Transfer and shall not permit any broker or other person to do so unless the text and format of such advertisement is approved in writing by the Landlord.  No such advertisement shall contain any reference to the rental rate of the Premises.

11.6.	Assignment By Landlord

The Landlord shall have the unrestricted right to sell, lease, convey or otherwise dispose of all or any part of the Development or this Lease or any interest of the Landlord in this Lease.  To the extent that the purchaser or assignee from the Landlord assumes the obligations of the Landlord under this Lease, the Landlord shall thereupon and without further agreement be released of all liability under this Lease.

ARTICLE 12

12.	DEFAULT

12.1.	Default And Remedies

If and whenever an Event of Default occurs, then without prejudice to any other rights which it has pursuant to this Lease or at law, the Landlord shall have the following rights and remedies, which are cumulative and not alternative:

(a)	the Landlord may re-enter and take possession of the Premises and relet the Premises or any part thereof as agent for the Tenant for such period or periods and at such rental and upon such other terms and conditions as the Landlord may, in its sole discretion, deem advisable.  All expenses the Landlord incurs in reletting the Premises, including without limitation, legal fees on a solicitor and his client basis, real estate fees and expenses of repairing, renovating and maintaining the Premises in good order and of preparing the Premises for reletting, shall be paid by the Tenant to the Landlord forthwith on demand as Additional Rent.  Upon a reletting, the Landlord shall have the right to receive all rentals received and such rentals shall be applied firstly to the payment of any costs and expenses of such reletting, secondly to the payment of any Rent due from the Tenant to the Landlord, and thirdly in payment of future Rent as same may become due and payable.  If such rentals received from such reletting during any month are less than that to be paid during that month by the Tenant, the Tenant shall forthwith pay any such deficiency to the Landlord.  No such re-entry or taking of possession of the Premises shall be construed as a termination of this Lease or operate as an estoppel or waiver by the Landlord of its right to terminate this Lease; and

(b)	the Landlord shall have the right, on notice to the Tenant, to terminate this Lease effective as of the date specified therein, or if no such date is specified, then effective as of the date of serving such notice on the Tenant, and the Tenant shall vacate and surrender the Premises on such effective date.  No such termination shall prejudice or take away the Landlord’s right to recover from the Tenant all arrears of Rent antecedent to such termination and all damages incurred by the Landlord in connection therewith, including without limitation, the cost of recovering possession of the Premises, the cost of reletting the Premises, and all amounts payable by the Tenant pursuant to Section 12.2.

12.2.	Additional Rights On Termination

If, following an Event of Default, the Landlord terminates this Lease:

(a)	notwithstanding any such termination of this Lease, the provisions hereof relating to the consequences of and remedies relating to the Event of Default shall survive;

(b)	the Landlord may use such force as it deems necessary for the purposes of gaining admittance to and retaking possession of the Premises and the Tenant hereby releases the Landlord from all actions, proceedings, claims and demands whatsoever for or in respect of any such forcible entry or any loss or damage in connection therewith; and

(c)	the Tenant shall pay to the Landlord on demand:

(i)	all Rent then payable to the Landlord together with the next three (3) months’ installments of Rent;

(ii)	such reasonable expenses as the Landlord may incur or has incurred in connection with the re-entering, termination, reletting, collection of sums due or payable by the Tenant, or realizing upon assets seized, including without limitation, brokerage fees, legal fees on a solicitor and his client basis, and the expense of putting and keeping the Premises in good order;

(iii)	as liquidated damages for the loss of Rent over the unexpired portion of the Term, any deficiency between those amounts which would have been payable by the Tenant for the unexpired portion of the Term following such termination and the net amounts actually received by the Landlord in mitigation of its damages; and

(iv)	as further damages for the loss of the benefit of this Lease during the unexpired portion of the Term, the amount of any leasehold improvement allowance or other inducement provided by the Landlord to the Tenant as an incentive for entering into this Lease.

12.3.	Landlord May Perform

If the Tenant shall fail to observe, perform or keep any of the provisions of this Lease to be observed, performed and kept by the Tenant, the Landlord may, but shall not be obliged to, at its discretion and without prejudice to any other right, claim or action it may have, rectify the default of the Tenant, whether or not performance by the Landlord on behalf of the Tenant is otherwise expressly referred to in the applicable section of this Lease.  For such purpose the Landlord may make payment or do or cause to be done such things as may be required including, without limitation, enter upon the Premises.  Any such performance by or at the behest of the Landlord shall not be deemed to terminate this Lease or to constitute re-entry of the Premises but shall be at the expense of the Tenant and the Tenant shall pay to the Landlord as Additional Rent the cost thereof, together with fifteen (15%) percent thereof for the Landlord’s supervision and overhead.

12.4	Distress

Notwithstanding any provision of this Lease or any provision of applicable legislation, none of the goods and chattels of the Tenant on the Premises at any time during the Term shall be exempt from levy by distress for Rent in arrears, and the Tenant waives any such exemption.  If the Landlord makes any claim against the goods and chattels of the Tenant by way of distress, this provision may be pleaded as an estoppel against the Tenant in any action brought to test the right of the Landlord to levy such distress.

12.5	Costs

The Tenant shall pay and indemnify the Landlord against all costs and charges lawfully and reasonably incurred, including legal fees on a solicitor and his client basis, in enforcing payment of the Rent payable by the Tenant hereunder, in obtaining possession of the Premises after default of the Tenant or upon the expiration or earlier termination of the Term, or in enforcing observance and performance by the Tenant of any of its covenants and obligations hereunder.

12.6.	Survival Of Obligations

If the Tenant has failed to fulfill its obligations under this Lease with respect to the maintenance, repair and alteration of the Premises and the removal of Leasehold Improvements and Trade Fixtures from the Premises during or at the expiration or earlier termination of the Term, such obligations and the Landlord's rights in respect thereto shall remain in full force and effect notwithstanding the expiration or earlier termination of the Term.

ARTICLE 13

13.	STATUS STATEMENT, ATTORNMENT AND SUBORDINATION

13.1.	Status Statement

Within ten (10) days after written request by the Landlord, the Tenant shall deliver in a form supplied by the Landlord a statement or estoppel certificate to the Landlord as to the status of this Lease, including as to whether this Lease is unmodified and in full force and effect (or, if there have been modifications that this Lease is in full force and effect as modified and identifying the modification agreements); the amount of Net Rent and Additional Rent then being paid and the dates to which same have been paid; whether or not there is any existing or alleged default by either party with respect to which a notice of default has been served and if there is any such default, specifying the nature and extent thereof; and any other matters pertaining to this Lease as to which the Landlord shall request such statement or certificate.

13.2.	Subordination

This Lease and all rights of the Tenant hereunder shall be subject and subordinate to any and all Mortgages and any ground, operating, overriding or underlying leases, from time to time in existence against the Development or any part thereof.  On request, the Tenant shall subordinate this Lease and its rights under this Lease to any and all such Mortgages and leases and to all advances made under such Mortgages.  The form of such subordination shall be as required by the Landlord or any Mortgagee or the lessee under any such lease.

13.3.	Attornment

The Tenant shall promptly, on request, attorn to any Mortgagee, or to the owners of the Development, or the lessor under any ground, operating, overriding, underlying or similar lease of all or substantially all of the Building or the Development made by the Landlord or otherwise affecting the Development, or the purchaser on any foreclosure or sale proceedings taken under any Mortgage, and shall recognize such Mortgagee, owner, lessor or purchaser as the landlord under this Lease.

ARTICLE 14

14.	EXPROPRIATION

14.1.	Total Taking of Premises

If during the Term, all of the Building or all of the Development is Expropriated, this Lease shall automatically terminate on the Expropriation Date.

14.2	Partial Taking Of Premises

If any portion of the Premises (but less than the whole thereof) is Expropriated, and no rights of termination herein conferred are exercised, the Term shall expire with respect to the portion so taken on the Expropriation Date.  In such event, the Rent payable hereunder with respect to such portion so taken shall abate and the Rent thereafter payable with respect to the remainder not so taken shall be proportionately reduced by the Landlord in order to account for the resulting reduction in the area of the Premises from the Expropriation Date.

14.3	Partial Taking Of Building

If during the Term, part of the Building or part of the Development is Expropriated, then:

if in the reasonable opinion of the Landlord substantial alteration or reconstruction of the   Building or Development is necessary or desirable as a result thereof, whether or not the Premises are or may be affected, the Landlord shall have the right to terminate this Lease by giving the Tenant at least thirty (30) days’ notice of such termination;

(b)	if more than one-third (1/3) of the area of the Premises is Expropriated, the Landlord and Tenant shall each have the right to terminate this Lease by giving the other at least thirty (30) days’ notice thereof; and

if either party exercises its right of termination hereunder, this Lease shall terminate on the date stated in the notice, provided however, that no termination pursuant to notice hereunder may occur later than sixty (60) days after the Expropriation Date.

14.4	Surrender

On any such Expropriation Date, the Tenant shall immediately surrender to the Landlord the Premises or the Expropriated portion thereof.  The Landlord may re-enter and take possession of the Premises or such Expropriated portion thereof and remove the Tenant therefrom, and the Rent shall abate on the date of termination, except that if the Expropriation Date differs from the date of termination, Rent shall abate upon the former date in respect of the portion taken.  After such termination, and on notice from the Landlord stating the Rent thereafter payable (if any), the Tenant shall forthwith pay the Landlord such Rent.

14.5	Awards

If the Building or Development or any part or parts thereof are Expropriated, the Landlord shall be entitled to receive and retain the entire award or consideration for the affected lands and improvements, and the Tenant shall not have, nor advance any claim against the Landlord for the value of its property or its leasehold estate or the unexpired Term, or for costs of removal or relocation, or business interruption expense or any other damages arising out of such taking or purchase, but nothing herein shall give the Landlord any interest in or preclude the Tenant from seeking and recovering on its own account from the relevant expropriating authority any award or compensation.  If any award made or compensation paid to either party expressly includes an award or amount for the other, the party first receiving the same shall promptly account therefor to the other.

ARTICLE 15

15.	relocation

15.1	Relocation

The Landlord shall have the right at any time during the Term and during any renewal or extension of this Lease, upon not less than sixty (60) days’ advance written notice to the Tenant (hereinafter called the “Notice of Relocation”), to relocate the Tenant to other premises in the Building (hereinafter called the “Relocated Premises”) and the following terms and conditions shall apply:

(a)	the Relocated Premises shall have a Rentable Area of not less than ninety (90%) percent of the   Rentable Area of the Premises;

(b)	the Landlord shall at its expense improve the Relocated Premises by completing such portions of the Landlord’s Work (if any) as are applicable to the Relocated Premises and by providing leasehold improvement in the Relocated Premises to a standard equivalent to the Leasehold Improvements then in the Premises;

(c)	the Landlord shall reimburse the Tenant for all reasonable costs incurred in moving the Tenant’s Trade Fixtures, furniture and equipment from the Premises to the Relocated Premises;

(d)	as compensation for all other costs, expenses and damages which the Tenant may suffer or incur in connection with the relocation, including inconvenience, nuisance, disruption and loss of business, Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes for the Relocated Premises shall abate for the first complete calendar month of the Tenant’s occupancy thereof;

(e)	the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes for the Relocated Premises shall be determined as follows:

(i)	if the Rentable Area of the Relocated Premises is less than the Rentable Area of the   Premises, the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes shall be reduced in the proportion that the difference between the Rentable Area of the Premises and the Rentable Area of the Relocated Premises bears to the Rentable Area of the Premises; and

(ii)	if the Rentable Area of the Relocated Premises is equal to or greater than the Rentable Area of the Premises, the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes shall not increase beyond those otherwise payable for the Premises;

(f)	in the event of the Tenant’s failure or refusal to vacate the Premises and relocate to the Relocated   Premises in accordance with the Notice of Relocation, the Landlord, its employees, agents and contractors shall be at liberty to move the Tenant’s Trade Fixtures, furniture, equipment and any other goods from the Premises to the Relocated Premises and they shall not be liable for any inconvenience, nuisance, disruption or loss of business thereby suffered by the Tenant or for any damage to the Tenant’s property thereby occasioned provided that reasonable care is exercised in moving the Tenant’s property to the Relocated Premises;  and

(g)	upon the expiry of the notice period contained in the Notice of Relocation, the Relocation Premises shall be considered to be the Premises for all purposes of this Lease and, subject to Sections 15.1(a) through (f) above, all of the terms and conditions of this Lease pertaining to the Premises shall apply mutatis mutandis to the Relocated Premises.

ARTICLE 16

16.	GENERAL PROVISIONS

16.1.	Force Majeure

Save and except for the obligations of the Tenant as set forth in this Lease to pay Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes, if either party hereto shall fail to meet its obligations hereunder within the time prescribed, and such failure shall be caused or materially contributed to by any acts of God, strikes, lockouts or other industrial disturbances, acts of the Queen’s enemies, sabotage, war, blockades, insurrections, riots, lightning, earthquakes, storms, nuclear and radiation activity or fallout, arrests and restraints of rules and people, civil disturbances, explosions, breakage of machinery, inability to obtain materials or equipment, any legislative, administrative or judicial action which has been resisted in good faith by all reasonable means, any act, omission or event whether of the kind hereinbefore enumerated or otherwise not within the control of such party, and which by the exercise of due diligence such party could not have prevented (but lack of funds on the part of such party shall be deemed not to be force majeure), such failure shall be deemed not to be a breach of the obligations of such party hereunder but such party shall use reasonable diligence and its best efforts to put itself in a position to carry out its obligations hereunder and the time for performance or the fulfillment of such obligations shall be extended during the period in which such circumstances operate to delay the fulfillment of such obligations.

16.2.	Overholding

If the Tenant remains in possession of the Premises after the end of the Term with the consent of the Landlord but without having executed and delivered a new lease or an agreement extending the Term, there shall be no tacit renewal of this Lease, and the Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month at a monthly net rent payable in advance on the first day of each month equal to double the monthly amount of Net Rent payable during the last month of the Term, and otherwise upon the same terms as are set forth in this Lease, so far as they are applicable to a monthly tenancy.

16.3.	Waiver

Failure of the 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.  The Tenant undertakes and agrees, for itself and for any Person claiming to be an assignee of this Lease or a subtenant of the Premises or any portion thereof, that the acceptance by the Landlord of any Net Rent, Operating Costs, Taxes or other monies payable by the Tenant hereunder from any Person other than the Tenant shall not be construed as a recognition of any rights not herein expressly granted, or a waiver of any of the Landlord’s rights or an admission that such Person is or a consent that such Person shall be deemed to be an assignee of this Lease or a subtenant of the Premises or any portion thereof, irrespective of whether the Landlord or said Person claims that such Person is an assignee or subtenant, as the case may be.  The Landlord may accept Net Rent, Operating Costs, Taxes and other monies payable by the Tenant hereunder from any Person occupying the Premises at any time without in any way waiving any of the Landlord’s rights under this Lease.

16.4.	Registration

Neither the Tenant nor anyone claiming under the Tenant shall register this Lease or any Transfer without the prior written consent of the Landlord.  If the Tenant or any permitted Transferee desires to make a registration in respect of this Lease or any Transfer consented to by the Landlord, the Tenant or permitted Transferee, as the case may be, shall only be entitled to register a caveat, provided that such caveat shall only disclose the date of and parties to the Lease or permitted Transfer, as the case may be, the legal description of the Lands, a description of the Premises and the Term and any option to renew. Upon registration of any caveat by the Tenant as aforesaid, the Tenant shall deliver to the Landlord an undated registerable discharge of the caveat to be held by the Landlord for filing or registration upon the expiration or earlier termination of this Lease.

16.5.	Notices

Any notice, consent or other instrument which may be or is required to be given under this Lease shall be in writing and shall be delivered in person or sent by registered mail postage prepaid, addressed:

if to the Landlord to:

*******

c/o Riverpark Properties Ltd.

445, 999 – 88th Street SW

Calgary, Alberta  T2R 1J5

Attention: Property Manager

(b)	if to the Tenant, at the Premises with a copy to:

[Tenant Name]

Suite =, *******

Calgary, Alberta  Postal Code here

Any such notice or other instrument shall be deemed to have been given and received on the day upon which personal delivery is made or, if mailed, then forty-eight (48) hours following the date of mailing.  Either party may give notice to the other of any change of address and after the giving of such notice, the address therein specified is deemed to be the address of such party for the giving of notices.  If postal service is interrupted or substantially delayed, all notices or other instruments shall be delivered in person.

16.6.	Successors

The rights and liabilities created by this Lease extend to and bind the successors and assigns of the Landlord and the heirs, executors, administrators and permitted successors and assigns of the Tenant.  No rights, however, shall enure to the benefit of any Transferee unless the provisions of Article 11 are complied with.

16.7.	Joint And Several Liability

If there is at any time more than one Tenant or more than one Person constituting the Tenant, their covenants shall be considered to be joint and several and shall apply to each and every one of them.  If the Tenant is or becomes a partnership, each Person who is a member, or shall become a member, of such partnership or its successors shall be and continue to be jointly and severally liable for the performance of all covenants of the Tenant pursuant to this Lease, whether or not such Person ceases to be a member of such partnership or its successors.

16.8.	Captions And Section Numbers

The captions, section numbers, article numbers and table of contents appearing in this Lease are inserted only as a matter of convenience and in no way define, limit or enlarge the scope or meaning of this Lease or any provision hereof.

16.9.	Extended Meanings

The words "hereof", "hereto" and "hereunder" and similar expressions used in this Lease relate to the whole of this Lease and not only to the provisions in which such expressions appear.  This Lease shall be read with all changes in number and gender as may be appropriate or required by the context.  Any reference to the Tenant includes, where the context allows, the employees, agents, invitees and licensees of the Tenant and all others over whom the Tenant might reasonably be expected to exercise control.

16.10.Partial Invalidity

All of the provisions of this Lease are to be construed as covenants even though not expressed as such.  If any such provision is held or rendered illegal or unenforceable it shall be considered separate and severable from this Lease and the remaining provisions of this Lease shall remain in force and bind the parties hereto as though the illegal or unenforceable provision had never been included in this Lease.

16.11.Entire Agreement

This Lease including the schedules attached hereto sets forth the entire agreement between the Landlord and Tenant concerning the Premises and there are no agreements or understandings between them other than as are herein set forth.  Any offer to lease the Premises between the Landlord and Tenant is superseded by this Lease.  Subject to Section 6.6, this Lease may not be amended except by an agreement in writing executed by the Landlord and Tenant.

16.12.Governing Law

This Lease shall be construed in accordance with and governed by the laws of the Province of Alberta.

16.13.Time Of The Essence

Time is of the essence of this Lease.

16.14.Quiet Enjoyment

Subject to the provisions of this Lease, if the Tenant pays Rent as and when due, fully observes and performs all of its other covenants and obligations under this Lease, and there has been no Event of Default, the Tenant shall be entitled to peaceful and quiet enjoyment of the Premises for the Term without interruption or interference by the Landlord or any Person claiming through the Landlord.

16.15.Accord And Satisfaction

No payment by the Tenant or receipt by the Landlord of a lesser amount than the Net Rent and the Tenant’s Proportionate Share of Operating Costs and Taxes shall be deemed to be other than a payment on account of the earliest due Net Rent, Operating Costs or Taxes, and no endorsement or statement on any cheque or payment as Net Rent, Operating Costs or Taxes shall be deemed an acknowledgement of accord and satisfaction, and the Landlord may accept such cheque or payment and allocate it to such arrears of Net Rent, Operating Costs or Taxes as it sees fit without prejudice to its right to recover the balance of such outstanding charges or pursue any other remedy available to it.

16.16.No Option

The submission of this Lease to the Tenant for examination shall not constitute a reservation of or option for the Premises and this Lease shall become effective as a lease only upon execution and delivery thereof by the Landlord and the Tenant.

16.17.Acceptance Of Lease

The Landlord and Tenant do hereby accept this Lease of the Premises subject to the conditions, restrictions and covenants herein set forth.

IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease under seal on the day and year first above written.

The Landlord:

*****************

Per:	___________________________
(Authorized Signatory)

The Tenant:

Insert Name

Per:	___________________________
(Authorized Signatory)

Per:	___________________________	c/s
(Authorized Signatory)

Or

SIGNED, SEALED AND DELIVERED by	)

)

in the presence of:	)

)

__________________________	)	__________________________
Name	)

__________________________	)	__________________________
Address	)

___________________________	)

)

___________________________	)
Occupation

SCHEDULE "A"

LEGAL DESCRIPTION OF LANDS

The demised premises are situate on the following described parcel of lands, namely:

PLAN ******

BLOCK **

LOT **

Except thereout all mines and minerals

SCHEDULE "B"

PLAN OF PREMISES

SCHEDULE "C"

DEFINITIONS

In this Lease:

1.	“Additional Rent” means all sums of money required to be paid by the Tenant under this Lease (except Net Rent) whether or not the same are designated “Additional Rent” or are payable to the Landlord or otherwise.

2.	“Alterations” means all repairs, replacements, improvements or alterations to the Premises by the Tenant.

3.	“Architect” means such firm of professional architects or engineers that Landlord may from time to time engage for the preparation of construction drawings for the Development or for general supervision of architectural and engineering aspects of it, and includes any consultant or consultants that Landlord, or the firm of professional architects or engineers Landlord engages, appoints, as long as the consultant or consultants act within the scope of their appointment and specialty.

4.	“Building” means the multi-story building situated upon the Lands and located at *********,  Calgary, Alberta and includes, without limitation, the Shared Common Areas and Facilities and all premises rented or intended to be rented therein.

5.	“Building Rentable Area” means the rentable area of the Building determined according to the definition of “Building Rentable Area” in the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 published by Building Owners and Managers Association International (“BOMA International”), as may be amended from time to time, or such other standards as the Landlord may adopt from time to time.

6.	“Business Tax” means all taxes (whether imposed on the Landlord or Tenant) attributable to the personal property, Trade Fixtures, business, income, occupancy or sales of the Tenant or any other occupancy of the Premises and to any Leasehold Improvements installed in the Premises and to the use of the Development by the Tenant.

7.	“Capital Tax” means an imputed amount presently or hereafter imposed from time to time upon the Landlord or the owners of the Development and payable by the Landlord or the owners of the Development (or by any corporation acting on behalf of the Landlord or the owners of the Development) and which is levied or assessed against the Landlord or the owners of the Development on account of its interest in the Development and the Lands or any part thereof, or their ownership thereof, or capital employed in the Development, as the case may be.  Capital Tax shall be imputed as if the amount of such tax was that amount due if the Development was the only real property of the Landlord or the owners of the Development and Capital Tax includes the amount of any capital or place of business tax levied by the provincial government or other applicable taxing authority against the Landlord or the owners of the Development with respect to the Development whether known as Capital Tax or by any other name.

8.	“Change of Control” means, in the case of any corporation or partnership, the transfer or issue by sale, assignment, subscription, transmission on death, mortgage, charge, security interest, operation of law or otherwise, of any shares, voting rights or interest which would result in any change in the effective control of such corporation or partnership unless such change occurs as a result of trading in the shares of a corporation listed on a recognized stock exchange in Canada or the United States and then only so long as the Landlord receives assurances reasonably satisfactory to it that there will be a continuity of management and of the business practices of such corporation notwithstanding such Change of Control.

9.	“Commencement Date” means the date on which the Term commences under Section 2.2, subject to adjustment pursuant to Section 2.3.

10.	“Development” means the Lands, the Building and all other structures, improvements, equipment, fixtures and facilities situated on the Lands from time to time.

11.	An “Event of Default” shall occur whenever:

(a)	any Rent is in arrears and is not paid within five (5) days after written demand by the Landlord;

(b)	the Tenant has breached any of its obligations in this Lease (other than the payment of Rent) and:

(i)	fails to remedy such breach within fifteen (15) days or such shorter period as may be provided in this Lease; or

(ii)	if such breach cannot be reasonably remedied within fifteen (15) days or such shorter period as may be provided in this Lease, the Tenant fails to commence to remedy such breach within such fifteen (15) days or shorter period as may be provided in this Lease, as the case may be, or thereafter fails to proceed diligently to remedy such breach;

in each case after notice in writing from the Landlord;

(c)	the Tenant or any guarantor of the covenants and obligations of the Tenant under this Lease becomes bankrupt or insolvent or takes the benefit of any statute for bankrupt or insolvent debtors or makes any proposal, assignment or arrangement with its creditors, or any steps are taken or proceedings commenced by any Person for the dissolution, winding-up or other termination of the Tenant's or such guarantor’s existence or the liquidation of its assets;

(d)	a trustee, receiver, receiver/manager or like Person is appointed with respect to the business or assets of the Tenant or any guarantor of the covenants and obligations of the Tenant under this Lease;

(e)	the Tenant makes a sale in bulk of all or a substantial portion of its assets other than in conjunction with a Transfer approved by the Landlord;

(f)	this Lease or any of the Tenant's assets are seized or otherwise taken under a writ of enforcement, security agreement or some other similar instrument;

(g)	the Tenant purports to make a Transfer other than in compliance with the provisions of this Lease;

(h)	the Tenant abandons or attempts to abandon the Premises or disposes of its goods so that there would not after such disposal be sufficient goods of the Tenant on the Premises subject to distress to satisfy Rent for a period of at least three (3) months, or the Premises become vacant and unoccupied for a period of ten (10) consecutive days or more without the consent of the Landlord;

(i)	any insurance policies covering any part of the Development or any occupant thereof are canceled or threatened to be canceled or adversely changed as a result of any use or occupancy of the Premises; or

(j)	if an Event of Default as defined in this paragraph occurs with respect to any lease or other agreement under which the Tenant occupies other premises in the Building.

12.	“Expiry Date” means the date on which the Term expires under Section 2.2, subject to adjustment pursuant to Section 2.3.

13.	“Expropriated” means the taking of property for any public or quasi-public use under any statute or by any right of expropriation or purchased under threat of such taking.

14.	“Expropriation Date” means the date on which the pertinent authority takes possession of property which has been Expropriated.

15.	“Fiscal Year” means:

(a)	the period of time commencing on the Commencement Date and ending on the last day of the next ensuing December, and thereafter, the period of time commencing on the first day of January and ending on the last day of the next ensuing December; or

(b) 	the fiscal period designated by the Landlord from time to time.

16.	“Landlord” means the party of the first part named as landlord on the first page of this Lease and includes its successors and assigns.

17.	“Landlord’s Work” means the work to be undertaken by the Landlord (if any) pursuant to Section 3.1 and Schedule “E” hereto.

18.	“Lands” means the lands situated in the City of , in the , on which the Building is constructed, as more particularly described in Schedule “A”, or as such lands may be expanded or reduced from time to time.  It is understood and agreed that:

(a)	the Landlord shall be entitled to sever the Lands into two or more separate parcels; and

(b)	after the conclusion of any such severance, the separate parcels of the Lands may, at the Landlord’s option, be owned by, or may be treated as if they were owned by, separate and distinct entities other than the Landlord.

19.	“Leasehold Improvements” mean leasehold improvements in the Premises determined according to common law, and shall include, without limitation, all fixtures, Trade Fixtures, improvements, installations, Alterations and additions from time to time made, erected or installed in the Premises by or on behalf of the Tenant or any previous occupant of the Premises, including signs and lettering, partitions, doors and hardware however affixed and whether or not movable, all mechanical, electrical and utility installations and all carpeting and drapes with the exception only of furniture and equipment not in the nature of fixtures.

20.	“Mortgage” means any and all mortgages, charges, debentures, security agreements, trust deeds, hypothecs or like instruments resulting from financing, refinancing or collateral financing (including renewals or extensions thereof) made or arranged by the Landlord of its interest in all or any part of the Development.

21.	“Mortgagee” means the holder of, or secured party under, any Mortgage and includes any trustee for bondholders.

22.	“Net Rent” means the rent payable by the Tenant under Section 4.2.

23.	“Normal Business Hours” means the hours from  to  on Mondays through Fridays unless any such day is a statutory holiday.

24.	“Operating Costs” means (without duplication) all direct and indirect amounts paid or payable whether by the Landlord or by others on behalf of the Landlord for the maintenance, operation, repair, replacement, management, ownership and administration of the Development or allocated by the Landlord to the Development and for services provided generally to tenants of the Development calculated as if the Building was fully occupied by tenants during the Term, including without limitation:

(a)	the cost of insurance which the Landlord is obligated or permitted to obtain under this Lease;

(b)	the cost of security, janitorial, landscaping, window cleaning, garbage removal and snow removal services;

(c)	the cost of heating, ventilating and air conditioning;

(d)	the cost of fuel, steam, water, electricity, telephone and other utilities used in the maintenance, operation or administration of the Development, including charges and imposts related to such utilities to the extent such costs, charges and imposts are not recovered from other tenants;

(e)	salaries, wages and other amounts paid or payable for all personnel involved in the repair, maintenance, operation, on-site management, security, supervision or cleaning of the Development, including fringe benefits, unemployment and workers’ compensation insurance premiums, pension plan contributions and other employment costs;

(f)	auditing, accounting, legal and other professional and consulting fees and disbursements;

(g)	the costs:

(i)	of repairing, operating and maintaining the Development and the equipment serving the Development and of all replacements and modifications to the Development or such equipment, including those made by the Landlord in order to comply with laws or regulations affecting the Development;

(ii)	incurred by the Landlord in providing and installing energy conservation equipment or systems and life safety systems;

(iii)	incurred by the Landlord to make alterations, replacements or additions to the Development intended to reduce Operating Costs, improve the operation of the Development or maintain its operation as a first class office Development; and

(iv)	incurred to replace machinery or equipment which by its nature requires periodic replacement;

all to the extent that such costs are fully chargeable in the Fiscal Year in which they are incurred in accordance with generally accepted accounting principles;

(h)	the cost of rental of all equipment, supplies, tools, materials and signs;

(i)	all costs incurred by the Landlord in contesting or appealing Taxes or related assessments including legal, appraisal and other professional fees, and administration and overhead costs;

(j)	Capital Tax;

(k)	depreciation or amortization of the costs referred to in paragraph 24(g) of this schedule as determined by the Landlord in accordance with generally accepted accounting principles, if such costs have not been charged fully in the Fiscal Year in which they are incurred;

(l)	interest calculated at two (2) percentage points above the annual rate of interest generally announced as being its prime rate for Canadian dollar demand loans by any Canadian chartered bank designated from time to time by the Landlord upon the undepreciated or unamortized balance of the costs referred to in paragraph 24(k) of this schedule; and

(m)	a reasonable fee for the administration and management of the Development applied to the total rents (including additional and percentage rents) received from tenants of the Development, which fee shall be comparable to fees charged for managing and administering office developments in the vicinity of the Development.

Operating Costs shall exclude or have deducted from them as the case may be:

(i)	all amounts which otherwise would be included in Operating Costs which are recovered by the Landlord from tenants (other than under sections of their leases comparable to Section 4.3 of this Lease);

(ii)	such of the Operating Costs as are recovered from insurance proceeds, to the extent such recovery represents reimbursements for costs previously included in Operating Costs;

(iii)	interest on debt and capital retirement of debt; and

(iv)	ground rent payable by the Landlord to the owner of the Lands under any ground lease of the Lands.

Costs incurred in maintaining, operating, repairing, replacing and administering the Development may be attributed by the Landlord to the various components of the Development in accordance with reasonable and current practices and on a basis consistent with the nature of the particular costs being attributed, and the costs so attributed may be allocated to the tenants of such components accordingly.

25.	“Person” means any person, firm, partnership or corporation, or any group or combination of persons, firms, partnerships or corporations.

26.	“Premises” means the premises leased to the Tenant described in Section 2.1 and includes Leasehold Improvements in such premises.

27.	“Proportionate Share” means the fraction which has as its numerator the Rentable Area of the Premises and as its denominator the Building Rentable Area.

28.	“Rent” means the aggregate of Net Rent and Additional Rent.

29.	“Rentable Area” of the Premises or the Relocated Premises shall mean the rentable area of the Premises or the Relocated Premises, as the case may be, determined according to the definition of “Rentable Area” in the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996 published by BOMA International, as may be amended from time to time, or such other standards as the Landlord may adopt from time to time.

30.	“Rules and Regulations” means the rules and regulations adopted and promulgated by the Landlord from time to time pursuant to Section 6.6.  The Rules and Regulations existing as at the Commencement Date are those set out in Schedule “D” hereto.

31.	“Shared Common Areas and Facilities” of the Development means those areas, rooms, facilities, utilities, improvements, equipment and installations in, on or forming part of the Development or which serve or are for the benefit of more than one of the components or commercial users of the Development, from time to time, and which are provided or designated (and which designation may be changed from time to time) by the Landlord for the benefit or use of the tenants of the Building, their employees, customers and invitees, in common with others entitled to the use or benefit of such areas, rooms, facilities, utilities, improvements, equipment and installations in the manner and for the purposes permitted in this Lease.  Without limiting the generality of the foregoing, the Shared Common Areas and Facilities include the mailroom, fire and service corridors, exterior and interior landscaping and planted areas, parks, sidewalks, elevators, stairways, electrical closets, janitorial closets, public washrooms, shipping and receiving areas, loading docks, ramps, and parking facilities excluding parking stalls reserved for the exclusive use of the Landlord’s employees and property managers and particular tenants of the Building.

32.	“Taxes” means all taxes, levies, charges, carbon levies, local improvement rates and assessments whatsoever assessed or charged against the Development, or any part thereof by any lawful taxing authority and include any amounts assessed or charged in substitution for or in lieu of any such taxes, levies, charges, local improvement rates or assessments but excluding only such taxes as capital gains taxes, corporate, income, profit or excess profit taxes of the Landlord  to the extent such taxes are not levied in lieu of any of the foregoing taxes, levies, charges, local improvement rates and assessments against the Development or the Landlord in respect thereof.  Taxes shall in every instance be calculated on the basis of the Building Rentable Area being assessed as fully leased and operational.

33.	“Tenant” means the party of the first part named as tenant on the first page of this Lease and includes its heirs, executors, administrators and permitted successors and assigns.

34.	“Tenant’s Work” means all items of work other than Landlord’s Work which are necessary to properly complete the Premises for use and occupancy by the Tenant for the purposes of its business including, without limitation, all work described to be the obligation of the Tenant in Section 3.2 and Schedule “E” hereto.

35.	“Term” means the period set out in Section 2.2.

36.	“Toxic Material” means any substance which is defined or designated as a hazardous or toxic waste, a hazardous or toxic material, a hazardous, toxic or radioactive substance, by any applicable federal, provincial, municipal or local statute, regulation, by-law or ordinance now or hereafter in effect, or any substance or material, the use or disposition of which is regulated by any such statute, regulation, by-law or ordinance.

37.	“Trade Fixtures” means trade fixtures as determined at common law, but for greater certainty, shall not include:

(a)	heating, ventilating or air conditioning systems, facilities and equipment in or serving the Premises;

(b)	floor covering affixed to the floor of the Premises;

(c)	light fixtures;

(d)	internal stairways and doors; and

(e)	any fixtures, facilities, equipment or installations installed by or at the expense of the Landlord.

38.	“Transfer” means an assignment of this Lease in whole or in part, any sublease of all or any part of the Premises, any transaction whereby the rights of the Tenant under this Lease or to the Premises are transferred to another, any transaction by which any right of use or occupancy of all or any part of the Premises is conferred upon anyone, any mortgage, charge or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations and includes any transaction or occurrence whatsoever (including, but not limited to, receivership proceedings, seizure by legal process and transfer by operation of law) which has changed or might change the identity of the Persons having lawful use or occupancy of any part of the Premises.

39.	“Transferee” means the Person or Persons to whom a Transfer is to be made.

SCHEDULE "D"

RULES AND REGULATIONS

1.	LIFE SAFETY

(a)	The Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything therein which will in any way increase the risk of fire or the rate of fire insurance on the Development or on property kept therein, or obstruct or interfere with the rights of other tenants or in any way injure or annoy them or the Landlord, or violate or act at variance with the laws relating to fires or with regulations of the fire department, or with any insurance upon the Development or any part thereof, or violate or act in conflict with any statutes, rules and ordinances governing health standards or with any other statute or municipal by-law.

(b)	No inflammable oils or other inflammable, dangerous or explosive materials save those approved in writing by the Landlord's insurers shall be kept or permitted to be kept in the Premises.

2.	SECURITY

(a)	The Landlord shall permit the Tenant and the Tenant’s employees and all Persons lawfully requiring communication with them to have the use, during Normal Business Hours in common with others entitled thereto, of the main entrance and the stairways, corridors, elevators or other mechanical means of access leading to the Building and the Premises.  At times other than during Normal Business Hours the Tenant and the employees of the Tenant shall have access to the Building and to the Premises only in accordance with the Rules and Regulations and shall be required to satisfactorily identify themselves and to register in any book which may at the Landlord’s option be kept by the Landlord for such purpose.  If identification is not satisfactory, the Landlord shall be entitled to prevent the Tenant or the Tenant’s employees or other Persons lawfully requiring communication with the Tenant from having access to the Building and to the premises.  In addition, the Landlord shall not be required to open the door to the Premises for the purpose of permitting entry therein to any Person not having a key to the Premises.

(b)	The Tenant shall not place or cause to be placed any additional locks upon any doors of the Premises without the approval of the Landlord.  Two keys shall be supplied to the Tenant for each entrance door to the Premises and all locks shall be Building standard to permit access by the Landlord's master key.  If additional keys are required, they must be obtained from the Landlord at the cost of the Tenant.  Keys or other means of access for entrance doors to the Building will not be issued without the written authority of the Landlord.

3.	HOUSEKEEPING

(a)	The Tenant shall permit window cleaners to clean the windows of the Premises during Normal Business Hours.

(b)	The Tenant shall not place or leave any debris, garbage, trash or refuse or permit same to be placed or left in or upon any part of the Development outside of the Premises, other than in a location provided by the Landlord specifically for such purposes, and the Tenant shall not allow any undue accumulation of any debris, garbage, trash or refuse in or outside of the Premises.  If the Tenant uses perishable articles or generates wet garbage, the Tenant shall provide refrigerated storage facilities suitable to the Landlord.

(c)	The Tenant shall not place or maintain any supplies, or other articles in any vestibule or entry of the Premises, on the adjacent footwalks or elsewhere on the exterior of the Premises or elsewhere in or on the Development.

(d)	The sidewalks, entrances, passages, elevators and staircases shall not be obstructed or used by the Tenant, its agents, servants, contractors, invitees or employees for any purpose other than ingress to and egress from the Premises and the Building.  The Landlord reserves entire control of all parts of the Development employed for the common benefit of the tenants including,  without restricting the generality of the foregoing, the sidewalks, entrances, corridors and passages not within the Premises, washrooms, lavatories, air conditioning closets, fan rooms, janitor's closets, electrical closets and other closets, stairs, elevator shafts, flues, stacks, pipe shafts and ducts and shall have the right to place such signs and appliances therein, as it deems advisable, provided that ingress to and egress from the Premises is not unduly impaired thereby.

(e)	The Tenant shall not cause or permit any waste or damage to the Premises, any overloading of the floors or the utility, electrical or mechanical facilities of the Premises, any nuisance in the Premises, or any use or manner of use that might cause a hazard or annoyance to other occupants of the Building or to the Landlord.

4.	RECEIVING, SHIPPING, MOVEMENT OF ARTICLES

(a)	The Tenant shall not receive or ship articles of any kind except through facilities and designated doors and at hours designated by the Landlord and under the supervision of the Landlord.

(b)	Hand trucks, carryalls or similar appliances shall only be used in the Building with the consent of the Landlord and shall be equipped with rubber tires, side guards and such other safeguards as the Landlord requires.

(c)	The Tenant, its agents, servants, contractors, invitees and employees shall not bring in or take out, position, construct, install or move any safe, business machinery or other heavy machinery or equipment or anything liable to damage or destroy any part of the Development, including the Premises, without first obtaining the consent in writing of the Landlord.  In giving such consent, the Landlord shall have the right in its sole discretion, to prescribe the weight permitted and the position thereof, the use and design of planks, skids or platforms, and to distribute the weight thereof.  All damage done to the Development, including the Premises, by moving or using any such heavy equipment or other office equipment or furniture shall be repaired at the expense of the Tenant.  The moving of all heavy equipment or other office furniture shall occur only by prior arrangement with the Landlord.  The cost of such moving shall be paid by the Tenant.  Safes and other heavy office equipment and machinery shall be moved through the halls and corridors only in a manner expressly approved by the Landlord.  No freight or bulky matter of any description will be received into any part of the Building, including the Premises, or carried in the elevators except during hours approved by the Landlord.

5.	PREVENTION OF INJURY TO PREMISES

(a)	It shall be the duty of the Tenant to assist and co-operate with the Landlord in preventing damage to the Premises.

(b)	The Tenant shall not deface or mark any part of the Development, including the Premises, and shall not drive nails, spikes, hooks or screws into the walls, floors, ceilings or woodwork of any part of the Development, including the Premises, or bore, drill or cut into the walls, floors, ceilings or woodwork of any part of the Development, including the Premises, in any manner or for any reason.

(c)	If the Tenant desires telegraphic or telephonic connections, the Landlord, in its sole discretion, may direct the electricians as to where and how the wires are to be introduced.  No gas pipe or electric wire will be permitted which has not been ordered or authorized by the Landlord.  No outside radio or television antenna shall be allowed in or on any part of the Development without authorization in writing from the Landlord.

6.	WINDOWS

Except for the proper use of approved blinds and drapes, the Tenant shall not cover, obstruct or affix any object or material to any of the skylights and windows that reflect or admit light into any part of the Building, including, without limiting the generality of the foregoing, the application of solar films.

7.	WASHROOMS

(a)	The Landlord shall permit the Tenant and the employees of the Tenant in common with others entitled thereto, to use the washrooms on the floor of the Building on which the Premises are situated or, in lieu thereof, those washrooms designated by the Landlord, save and except when the general water supply may be turned off from the public main or at such other times when repair and maintenance undertaken by the Landlord shall necessitate the non-use of the facilities.

(b)	The water closets and other apparatus shall not be used for any purposes other than those for which they were intended, and no sweepings, rubbish, rags, ashes or other substances shall be thrown into them.  Any damage resulting from misuse shall be borne by the Tenant if such damage is caused by the Tenant or the Tenant's agents, servants, invitees or employees.

8.	USE OF PREMISES

(a)	No one shall use the Premises for sleeping apartments or residential purposes, or for the storage of personal effects or articles other than those required for business purposes.

(b)	No cooking or heating of any foods or liquids (other than the heating of water or coffee in coffee makers or kettles) shall be permitted in the Premises without the written consent of the Landlord.

(c)	The Tenant shall not install or permit the installation or use of any machine dispensing goods for sale in the Premises or the Building or permit the delivery of any food or beverage to the Premises without the written approval of the Landlord.

(d)	The Tenant shall not permit or allow any odors, vapors, steam, water, vibrations, noises or other undesirable effects to emanate from the Premises or any equipment or installation therein which, in the Landlord's opinion, are objectionable or may cause any interference with the safety, comfort or convenience of the Building to the Landlord or the occupants and tenants thereof or their agents, servants, invitees or employees.

9.	CANVASSING, SOLICITING, PEDDLING

Canvassing, soliciting and peddling in or about the Development are prohibited.

10.	BICYCLES

No bicycles or other vehicles shall be brought within any part of the Development without the consent of the Landlord.

11.	ANIMALS AND BIRDS

No animals or birds shall be brought into any part of the Development without the consent of the Landlord.

12.	PARKING

Tenant shall not park or permit those for whom it is responsible to park in any portion of the Development except as expressly permitted under this Lease.

SCHEDULE "E"

LANDLORD’S WORK AND TENANT’S WORK

1.	LANDLORD’S WORK

Prior to the Commencement Date the Landlord, at its expense, shall complete the following work (the “Landlord” Work”):

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The Landlord’s Work shall be completed in accordance with plans and specifications provided by the Tenant and approved by the Landlord, using the standard finishes for the Building.  The Tenant shall use all reasonable efforts to assist the Landlord in completing the Landlord’s Work.

OR

The Tenant accepts the Premises in an “as is, where is” condition and acknowledges that the Landlord has no obligations for any alterations, improvements or additions, any of which, if required, shall be completed by the Tenant, in accordance with the provisions of this Lease and any construction methods or procedures manual for the Building.

2.	TENANT’S WORK

The Tenant’s Work shall include, without limitation, the following:

installation of all furniture, equipment, Trade Fixtures and Leasehold Improvements in the  Premises other than those installed by the Landlord as part of the Landlord’s Work, if any; and

all fixturing, construction and decoration of the Premises not included in the Landlord’s Work, if any.

Not later than seven (7) days prior to the commencement of the Tenant’s Work, the Tenant shall submit to the Landlord for the Landlord’s written approval a complete set of detailed working drawings and specifications for all Tenant’s Work.  Upon the Landlord’s written approval of the proposed Tenant’s Work, the Tenant shall not change the plans and specifications for the Tenant’s Work without the Landlord’s prior written approval.  All Tenant’s Work shall be performed at the expense of the Tenant by contractors, subcontractors and workers engaged by the Tenant who are first approved by the Landlord.

No work for which drawings and specifications are required shall be commenced by the Tenant, its contractors, subcontractors or workers unless such drawings and specifications have been approved in advance in writing by the Landlord.  No items of Tenant’s Work shall be commenced until the Tenant has secured approval thereof from every governmental and regulatory authority having jurisdiction and the Tenant has submitted proof of such approval to the Landlord.

During the completion of the Tenant’s Work, the Tenant, its contractors, subcontractors and workers shall have non-exclusive access to the Premises in common with the Landlord, its contractors, subcontractors and workers.  All Tenant’s Work shall be completed in accordance with the provisions of this Lease including, without limitation, Sections 3.2, 6.2, 6.3, 6.4, 6.5, 6.6., 6.7 and 8.3.  The Landlord may upon reasonable notice to the Tenant require the Tenant to perform parts of the Tenant’s Work prior to the completion of the Landlord’s Work, if any, in any case where the nature or state of all the work is such that the Landlord considers it necessary or desirable to do so.  The Tenant shall perform the Tenant’s Work and cause its contractors, subcontractors and workers to do their work so as not to interfere with the Landlord’s Work, if any.  During the completion of the Tenant’s Work, the Tenant will indemnify and save harmless the Landlord, its affiliates, directors, officers, employees, shareholders and agents and those for whom it is in law responsible for any death, injury, damage to property or other loss whatsoever arising out of the conduct and completion of the Tenant’s Work.

The Tenant will not be permitted to enter the Premises for the purpose of performing the Tenant’s Work until the Tenant has deposited with the Landlord a liability certificate from the Tenant’s general contractor, or if none, then from each of the Tenant’s independent contractors, in an amount not less than Two Million ($2,000,000.00) Dollars per occurrence, or such other amount as the Landlord, acting reasonably, may require from time to time, with the Landlord added as an additional insured, and with a cross liability clause, which liability insurance shall be on a comprehensive form and shall cover all hazards related to any work performed by any such general contractor or independent contractor, as the case may be, in or on the Premises.

All work by the Tenant within the Premises shall be completed with new materials unless otherwise approved in writing by the Landlord.  Materials used and workmanship performed shall be of a uniformly high quality in accordance with the best standards of practice and shall not be in contravention of any governing codes or regulations.  Any damage to the Premises or other portions of the Building caused by the Tenant or any of its contractors, subcontractors or workers shall be repaired forthwith by and at the expense of the Tenant.

Under no circumstances shall the Tenant, its contractors, subcontractors and workers enter onto the roof of the Building or make any openings in the roof without the prior written approval of the Landlord and the Landlord shall, at its option, have the right to select the contractor to undertake any such work on behalf of the Tenant, and at the expense of the Tenant.  Under no circumstances shall the Tenant, its contractors, subcontractors or workers at any time be permitted to drill or cut conduit, pipe sleeves or duct equipment openings in the floors or columns of the Building.  Any work of this type required by the Tenant shall first be approved by the Landlord and the Landlord shall, at its option, have the right to select the contractor to undertake any such work on behalf of the Tenant, and at the expense of the Tenant.

The Tenant will, upon completion of the Tenant’s Work:

provide the Landlord with a statutory declaration (the “Declaration”) signed by the Tenant or, if  the Tenant is a corporation, an officer of the Tenant:

stating that all Tenant’s Work has been performed in accordance with all provisions of  this Lease and that all deficiencies, if any, which the Landlord has brought to the Tenant’s attention have been corrected;

stating that there are no construction, builders’, mechanics’, workers’ or Workers’ Compensation or other liens or encumbrances affecting the Premises or the Development in respect to work, services or materials relating to the Tenant’s Work and that all accounts for work, services and materials have been paid in full with respect to all Tenant’s Work;

listing each contractor and subcontractor who did work or provided materials in connection with the Tenant’s Work; and

confirming the date on which the last of such work was performed and materials were supplied;

provide the Landlord with copies of all invoices for the Tenant’s Work and receipts showing that all expenses related thereto have been paid;

provide to the Landlord a clearance certificate issued under the Workers’ Compensation Act (Alberta) in respect of each contractor and subcontractor listed on the Declaration;

obtain and provide to the Landlord copies of every occupancy and other permit which may be required by any governmental or other regulatory authority having jurisdiction, to permit the Tenant to open for business; and

provide the Landlord with “as built” blueprints or detailed plans prepared by a qualified architect or designer depicting all completed Tenant’s Work.

SCHEDULE "F"

ADDITIONAL COVENANTS

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SCHEDULE "G" - authorization Form

RIVERPARK PROPERTIES LTD

SUITE 445, 999- 8TH STREET SW

CALGARY, ALBERTA T2R 1J5

PHONE:  (403) 253-0600

EMAIL: INFO@RIVERPARKPROPERTIES.CA

Period | Annual Amount | Monthly Installment | Annual Square Foot Rate

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PROPERTY ADDRESS | PROPERTY ADDRESS | PROPERTY ADDRESS | PROPERTY ADDRESS | PROPERTY ADDRESS | PROPERTY ADDRESS

UNIT # | UNIT # | UNIT # | DATE OF FIRST WITHDRAWAL – | DATE OF FIRST WITHDRAWAL – | DATE OF FIRST WITHDRAWAL –

PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES | PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES | PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES | PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES | PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES | PAYOR’S PRE-AUTHORIZED PAYMENT (PAP) PLAN AGREEMENT FOR BUSINESS PURPOSES

I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT * | I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT * | I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT * | I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT * | I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT * | I/We authorize Riverpark Properties Ltd. and the financial institution designated (or any other financial institution I/we may authorize at any time) to begin deductions as per my/our instructions for monthly regular recurring Rental Payments and/or one-time payments from time to time, for payment of all charges arising under my/our Riverpark Properties Ltd. account(s). Regular monthly payments for the full amount of services delivered currently $SEE 2017 RENTAL SCHEDULE will be debited to my/our specified account on the 1st day of each month. Riverpark Properties Ltd. will obtain my/our authorization for any other one-time or sporadic debits.

I/We waive our right to receive pre-notification for each monthly debit and agree that I/we do not require advance notice of the amount of PAPs before the debit is processed unless the amount varies from the current Rental Schedule.

This authority is to remain in effect until Riverpark Properties Ltd. has received written notification from me/us of its change or termination. We will notify the Payee, in writing, of any change in the information provided below.  This notification must be received at least ten (10) business days before the next debit is scheduled at the address provided below. I/We may obtain a sample cancellation form, or more information on my/our right to cancel a PAP Agreement at my/our financial institution or by visiting www.cdnpay.ca.

I/we warrant and guarantee that all persons whose signatures are required to authorize withdrawals from the Account have signed the Authorization and that all persons signing this Authorization are our authorized signing officers and are empowered to enter into this agreement.

Riverpark Properties Ltd. may not assign this authorization, whether directly or indirectly, by operation of law, change of control or otherwise, without providing at least 10 days prior written notice to me/us.

I/We have certain recourse rights if any debit does not comply with this agreement. For example, I/we have the right to receive reimbursement for any PAP that is not authorized or is not consistent with this PAP Agreement. To obtain a form for a Reimbursement Claim, or for more information on my/our recourse rights, I/we may contact my/our financial institution or visit www.cdnpay.ca.
* PLEASE ATTACH A SPECIMEN CHEQUE MARKED VOID TO THIS AGREEMENT *

PLEASE PRINT Type of Service: Personal Business X | PLEASE PRINT Type of Service: Personal Business X | PLEASE PRINT Type of Service: Personal Business X | PLEASE PRINT Type of Service: Personal Business X | PLEASE PRINT Type of Service: Personal Business X | PLEASE PRINT Type of Service: Personal Business X

Company Name | Company Name | Company Name | Company Name | Company Name | Company Name

Address | Address | Address | Address | Address | Address

City, Province | City, Province | Postal Code | Postal Code | Postal Code | Tel #

Financial Institution (FI) | Financial Institution (FI) | Financial Institution (FI) | Financial Institution (FI) | Financial Institution (FI) | Financial Institution (FI)

FI # (3 digits) | FI Transit # (5 digits) | FI Transit # (5 digits) | FI Transit # (5 digits) | Account #(7-12 digits) | Account #(7-12 digits)

Address | Address | Address | Address | Address | Address

City, Province | City, Province | Postal Code | Postal Code | Postal Code | Postal Code