5F1 Restaurant Lease

5F1 Restaurant Lease
Commercial Tenancies - Canadian Forms & Precedents
Commercial Tenancies - Canadian Forms & Precedents > CHAPTER 5 - LEASE TYPES > FORMS
CHAPTER 5 - LEASE TYPES
FORMS
[See § 5.1]
DATED: [__]
B E T W E E N:
[__]
-and-
[__]
...
LEASE
...
address
[__]
Barristers and Solicitors
[__]
THIS INDENTURE made the [____] day of [____], [____]
BETWEEN:
[__]
a company incorporated under the laws
of the Province of Ontario
(Hereinafter called the “Landlord”)
OF THE FIRST PART
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- and -
[__]
(Hereinafter called the “Tenant”)
OF THE SECOND PART
ARTICLE 1 — DEMISE & TERM
Premises
1.01 WITNESSETH that in consideration of the rents, covenants and agreements hereinafter reserved and contained on the part
of the Tenant to be paid, observed and performed, the Landlord does demise and lease unto the Tenant and the Tenant leases
from the Landlord, the Leased Premises.
Use of Common Areas
1.02 Subject to the terms of the Lease (and specifically to s. 11.06 thereof) and the Rules and Regulations, the Tenant shall
have for itself and its officers, agents and employees and for the use of persons having business with it and in connection with
such business and for the use of its customers (only for the purpose of enabling such customers to avail themselves of the
product sold or the service rendered from time to time in the Leased Premises) non-exclusive rights to use, in common with all
others entitled thereto, those parts of the Common Areas appropriate and intended for such use as determined by the Landlord
in its sole discretion, in every case only for their proper and intended purposes, during such hours as the Complex may be open
for business as determined by the Landlord from time to time.
Term
1.03 To have and to hold the Leased Premises for and during the term of three (3) years commencing on the earlier of:
(a) the Completion Date as defined in Schedule “C” hereto; and
(b) the date the Tenant opens for business in the Leased Premises.
Notwithstanding anything else herein contained, if the Completion Date falls between December 1st and January 15th, the
Tenant shall not be required to open for business on the Leased Premises until [____].
Option to Extend
1.04 If not then in default the Tenant shall have the option to extend the Lease for two (2) years immediately following the
initial Term and for three consecutive terms of five (5) years each thereafter upon the same terms and conditions contained in
this Lease except:
(a) There shall be no further right to extend after the fourth extended term; and
(b) There shall be no tenant’s inducements; and
(c) The Basic Rent payable by the Tenant during each extended term shall be as follows:
(i) for the first extended term of two (2) years, Basic Rent shall be calculated at the rate of $[amount] per square foot
of Rentable Area per annum;
(ii) for the second extended term of five (5) years, Basic Rent shall be calculated at the rate of $[amount] per square
foot of Rentable Area per annum;
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(iii) for the third extended term of five (5) years, Basic Rent shall be calculated at the rate of $[amount] per square
foot of Rentable Area per annum; and
(iv) for the fourth extended term of five (5) years, Basic Rent for the extended term shall be fair market rent as of the
Date of Commencement of the fourth extended term. If the Landlord and the Tenant cannot agree on the Basic
Rent for the fourth extended term within thirty (30) days from the date the Landlord receives notice from the
Tenant that the Tenant is exercising its option to extend, the Basic Rent for such extended term shall be
determined by arbitration as follows:
Each of the Landlord and Tenant shall at once agree upon the appointment of an arbitrator and shall submit the dispute
to the arbitrator for determination in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, c.
17. The decision of the arbitrator so appointed shall be final and binding upon the Landlord and Tenant who
covenant one with the other that such dispute shall be decided by arbitration alone and not by recourse to any
court by action at law. If within a reasonable time the Landlord and Tenant do not agree upon an arbitrator, the
arbitrator may, upon petition of either the Landlord or the Tenant, be appointed by a judge of the Ontario
Superior Court of Justice. The cost of arbitration and any application to a judge as aforesaid shall be apportioned
between the Landlord and the Tenant equally. If fair market rent is determined by the arbitrator to be an amount
which is within ten percent (10%) of the Basic Rent for the immediately preceding term, the Basic Rent for such
immediately preceding term shall be the Basic Rent for the extended term. If the arbitrator determines that the
fair market rent is in excess of one hundred and ten percent (110%) of the Basic Rent for the immediately
preceding term, the Tenant shall elect either to accept the decision of the arbitrator or rescind its election to
extend the Term by notice in writing delivered to the Landlord within five (5) days of the date of the arbitrator’s
decision.
If the arbitrator determines fair market rent in the extended term to be an amount which is less than ninety percent
(90%) of the Basic Rent for the immediately preceding term, such amount as determined by the arbitrator shall be
the Basic Rent for the extended term.
In order to exercise each extension option, the Tenant shall be required to give notice to the Landlord thereof in writing not less
than twelve (12) months prior to the expiry of the immediately previous term of the Lease failing which this option to extend
shall become null and void. Notwithstanding anything else contained in this Section to the contrary, the parties hereto agree
that if Basic Rent is submitted to arbitration pursuant to subparagraph (iv) of paragraph (c) of this s. 1.04, and if the arbitrator’s
decision is not rendered at least nine (9) months prior to the expiration of the previous extended term and the Tenant elects to
rescind its option to extend for the final five (5) years, the immediately previous extended term shall be extended by a period of
time which would give the Landlord a full nine (9) months from the date the Tenant elects to rescind the option to extend to the
expiration of the extended term.
Acceptance of Premises
1.05 Intentionally deleted.
ARTICLE II — LANDLORD & TENANT COVENANTS
Landlord Covenants
2.01 The Tenant shall and may peaceably possess and enjoy the Leased Premises for the Term hereby granted without any
interruption or disturbance from the Landlord or any other person or persons lawfully claiming by, from or under the Landlord,
subject to the terms, conditions and covenants of the Lease.
Tenant Covenants
2.02 The Tenant covenants to pay Rent and all other charges provided for in this Lease on their due dates and to observe and
perform all of the covenants and provisions of this Lease on its part to be observed and performed.
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ARTICLE III — RENT
Intent of Lease
3.01 This is a carefree net lease to the Landlord except as expressly hereinafter set out and it is the mutual intention of the
parties hereto that the Basic Rent herein provided to be paid shall be net to the Landlord clear of all taxes, costs and charges
arising from or relating to the Common Areas and that the Tenant shall bear its Proportionate Share of all costs relating to the
operation, maintenance and repair of the Common Areas (save as otherwise provided herein) including and without limiting the
generality of the foregoing the Tenant’s Proportionate Share of Taxes and Operating Costs and all costs, charges, expenses and
outlays of any kind whatsoever relating to the Leased Premises, the use and occupancy thereof, the contents thereof and the
business carried on therein. Any amount and any obligation which is not expressly declared herein to be that of the Landlord
pertaining to the Common Areas or the Leased Premises shall be deemed to be the obligation of the Tenant to be performed by
or at the Tenant’s expense. Charges of a kind personal to the Landlord such as taxes computed with reference to the income of
the Landlord and estate and inheritance tax and principal and interest payments to be made by the Landlord in satisfaction of
mortgages now or hereinafter registered against the Complex, shall not be the responsibility or obligation of the Tenant.
Basic Rent
3.02 Yielding and paying therefor yearly and every year during the Term unto the Landlord as Basic Rent for the Leased
Premises in lawful money of Canada the sum of $[amount] per annum to be paid in advance, in equal, consecutive monthly
instalments of $[amount].
Basic Rent hereunder shall be paid on the first day of each and every month throughout the Term and the first payment of Basic
Rent shall be due and payable on the Commencement Date. If the Term commences on any day other than the first or ends on
any day other than the last day of a month, Basic Rent and Additional Rent for the fractions of a month at the commencement
and at the end of the Term shall be adjusted pro rata on a per diem basis.
Calculation of Basic Rent
Percentage Rent
3.04 The Tenant shall pay to the Landlord an amount, if any, by which six percent (6%) of the annual Gross Revenue during
each year exceeds Basic Rent in accordance with the provisions of Schedule “F’ annexed hereto.
Deposit
3.05 The Landlord acknowledges receipt of $[amount] (plus H.S.T.) to be held without interest by the Landlord and to be
applied on account of the Basic Rent for the first two (2) months of the Term.
Payments to Landlord
3.06 All payments to be made by the Tenant to the Landlord under this Lease shall be made at the address hereinafter
designated or, at such other place or places as the Landlord may designate in writing, or to such agent of the Landlord as the
Landlord shall from time to time direct.
Monthly Reports
3.07 On or before the fifteenth day of each quarter during each Year of the Term, the Tenant shall furnish the Landlord with a
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statement in writing certified by the chief financial officer of the Tenant showing in reasonable detail and in such form as the
Landlord may reasonably require, the Gross Revenue for the immediately preceding month.
Overdue Rent
3.08 The Tenant shall pay the Landlord interest on all overdue Rent, all such interest to be calculated from the date upon which
the amount is first due hereunder until actual payment thereof and at a rate being the lesser of five percent (50%) per annum in
excess of the minimum Lending rate charged to prime commercial borrowers by the Landlord’s bank from time to time or the
rate permitted by law.
Set-Off
3.09 All Rent payable by the Tenant to the Landlord shall be paid without deduction, set-off or abatement except as hereinafter
expressly provided.
ARTICLE IV — TAXES
Taxes Payable by Landlord
4.01 The Landlord shall pay the Taxes charged on the Complex to the applicable taxing authority, subject to reimbursement by
the Tenant as hereinafter set out. The Landlord shall have no obligation to contest or litigate the imposition of any Taxes. The
Landlord may defer payment of Taxes to the extent permitted by law if it diligently pursues or causes to be pursued the contest
or appeal of the Taxes.
Taxes Payable by Tenant
4.02
(a) If there is no separate assessment for Taxes with respect to the Leased Premises, then until such time as there is a
separate assessment for Taxes with respect to the Leased Premises which includes a proportionate amount of all of the
Common Areas, the Tenant shall pay as Additional Rent its Proportionate Share of the Taxes on the Complex. If there
is no separate assessment for Taxes as herein provided and the Complex is not fully assessed as a commercial
property for determination of Taxes in any Year, then the Landlord shall adjust the Taxes to an amount that would
have been determined if the Complex were fully assessed as a commercial property. If at any time there is no separate
assessment for the Leased Premises, the Leased Premises are at any time during the Term of this Lease assessed for
the support of Separate Schools or if the Taxes are increased by reason of any installations made in or upon or any
alterations made in or to the Leased Premises by the Tenant or by the Landlord on behalf of the Tenant, the Tenant
shall pay the amount of such increase forthwith to the Landlord upon receipt of notice thereof;
(b) If there is a separate assessment for Taxes with respect to the Leased Premises, and if such separate assessment
includes a proportionate amount of all of the Common Areas, the Tenant shall pay as Additional Rent, the amount
calculated by multiplying the assessment for the Leased Premises by the applicable mill rate, which amount shall, for
the purposes of this paragraph only and notwithstanding anything else herein contained, be the Tenant’s
“Proportionate Share” of Taxes for the Complex.
(c) The Tenant shall have the right, at its own expense, to contest the Taxes or assessment of the Leased Premises.
Tenant’s Business and Other Taxes
4.03 In addition to the Taxes payable by the Tenant pursuant to s. 4.02, the Tenant shall pay the taxes pursuant to
subparagraphs (a) and (b) hereof to the lawful taxing authorities and the taxes payable pursuant to subparagraphs (c) and (d)
hereof, to the Landlord:
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(a) All taxes, rates, duties, assessments and other charges that are levied, rated, charged or assessed against or in respect
of all improvements, equipment and facilities of the Tenant on or in the Leased Premises, the Lands or the Building or
any part thereof;
(b) Every tax and licence fee which is levied, rated, charged or assessed against or in respect of and every business
carried on in the Leased Premises or in respect of the use or occupancy thereof or any part of the Lands or the
Building by the Tenant and every sub-tenant or licensee of the Tenant and whether in any case, any such taxes, rates,
duties, assessments or licence fees are rated, charged or assessed by any federal, provincial, municipal, school or other
body during the Term;
(c) the full amount of any taxes in the nature of a business transfer tax, value added tax, sales tax or any other tax levied,
rated, charged or assessed in respect of the Rent payable by the Tenant under this Lease or in respect of the rental of
space under this Lease, whether characterized as a goods and services tax, sales tax, value added tax, business transfer
tax or otherwise; and
(d) Capital Tax.
Payment of Taxes
4.04
(a) The Landlord shall be entitled at any time or times in any Year, upon at least fifteen (15) days notice to the Tenant to
require the Tenant to pay to the Landlord the Tenant’s Proportionate Share of the Taxes for such Year in equal
monthly instalments. Such monthly amount shall be determined by dividing the Tenant’s Proportionate Share of
Taxes by the number of months for the period from January 1st in each Year of the Term until the due date of the
final instalment of Taxes as established by the applicable taxing authority from time to time in each Year (“Instalment
Period”) and shall be paid by the Tenant to the Landlord, monthly as Additional Rent, on the date for payment of
monthly rental payments during the Instalment Period. The Landlord shall be entitled subsequently during such Year,
upon at least fifteen (15) days notice to the Tenant, to revise its estimate of the amount of increase in such Taxes and
the said monthly instalment shall be revised accordingly. All amounts received under this provision in any Year on
account of the estimated amount of such Taxes shall be applied in reduction of the actual amount of such Taxes for
such Year. If the amount received is less than the Tenant’s Proportionate Share of the actual Taxes, the Tenant shall
pay any deficiency to the Landlord as Additional Rent within fifteen (15) days following receipt by the Tenant of
notice of the amount of such deficiency. If the amount received is greater than the Tenant’s Proportionate Share of the
actual Taxes, the Landlord shall either refund the excess to the Tenant as soon as possible after the end of the Year in
respect of which such payments were made or, at the Landlord’s option, shall apply such excess against any amounts
owing to the Landlord by the Tenant;
(b) Taxes payable pursuant to s. 4.03 (a) and (b) shall be paid by the Tenant when due if separate tax bills are issued and
otherwise shall be paid to the Landlord within ten (10) days written demand therefor;
(c) Taxes payable pursuant to s. 4.03 (c) and (d) shall be paid to the Landlord within ten (10) days written demand
therefor or at such time or times as the Landlord from time to time determines by notice in writing to the Tenant; and
(d) If the Term of this Lease commences or ends on any day other than the first or last day, respectively, of a Year, the
Tenant shall be liable only for the portion of the Taxes for such Year as falls within the Term, determined on a per
diem basis.
ARTICLE V — OPERATING COSTS
Tenant’s Covenant to Pay Operating Costs
5.01 The Tenant covenants to pay to the Landlord as Additional Rent the Tenant’s Proportionate Share of the Operating Costs
for the Year during each Year of the Term in accordance with the provisions of s. 5.02.
Payment of Operating Costs
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5.02 The Landlord shall be entitled at any time or times in any Year, upon at least fifteen (15) days’ notice to the Tenant to
require the Tenant to pay to the Landlord monthly, on the date for payment of monthly rental instalments, as Additional Rent,
an amount equal to one-twelfth (1/12) of the amount estimated by the Landlord to be the amount of the Tenant’s Proportionate
Share of the Operating Costs for such Year. The Landlord shall be entitled subsequently during such Year, upon at least fifteen
(15) days’ notice to the Tenant, to revise its estimate of the amount of the Tenant’s Proportionate Share of the Operating Costs
and the said monthly instalment shall be revised accordingly. All amounts received under this provision in any Year on account
of the estimated amount of the Tenant’s Proportionate Share of the Operating Costs shall be applied in reduction of the actual
amount of the Tenant’s Proportionate Share of the Operating Costs for such Year. Within a reasonable time after the end of the
period for which the estimated payments have been made, the Landlord shall deliver to the Tenant a written statement setting
out in reasonable detail the amount of the Operating Costs for such period calculated on the basis of a calendar year and the
Tenant’s Proportionate Share thereof. If the amount received is less than the actual amount of the Tenant’s Proportionate Share
of the Operating Costs for such Year, the Tenant shall pay any deficiency to the Landlord as Additional Rent within fifteen (15)
days following receipt by the Tenant of notice of the amount of such deficiency. If the amount received is greater than the
actual amount of the Tenant’s Proportionate Share of the Operating Costs, the Landlord shall either refund the excess to the
Tenant as soon as possible after the end of the Year in respect of which such payments were made, or at the Landlord’s option,
shall apply such excess against any amounts owing to the Landlord by the Tenant.
If the Tenant disputes the information contained in the statement of Operating Costs within ninety (90) days after the Tenant’s
receipt of such statement, the Landlord shall forthwith provide to the Tenant an audited statement of Operating Costs. If the
amounts shown on such audited statement are within three percent (3%) of the amounts shown on the unaudited statement of
Operating Costs, the Tenant shall bear the cost of such audit and otherwise the Landlord shall bear the cost of such audit and in
either event the Operating Costs shall be adjusted in accordance with the audited statement.
Parking Lot and Roof Fund
5.03 The Tenant covenants to pay to the Landlord 10¢ per square foot of the Rentable Area of the Leased Premises per annum
on account of roof repairs and replacements and 15¢ per square foot of the Rentable Area of the Leased Premises per annum on
account of parking lot repairs and replacements, such sums to be paid in equal monthly instalments and paid together with the
Tenant’s Proportionate Share of Operating Costs as provided for in s. 5.02 hereof.
ARTICLE VI — UTILITIES
Utility Charges
6.01 The Tenant shall pay to the supplier thereof, all charges for electric current and all other utilities supplied to or used in
connection with the Leased Premises as measured by meters to be installed by the Landlord.
Heating and Air Conditioning
6.02 The Tenant shall operate and maintain, at its own cost, the heating and air-conditioning system in an efficient and
satisfactory manner, including the costs of repairs and replacements required from time to time, and shall keep the Leased
Premises heated and air-conditioned at all times to a reasonable temperature.
Service Contracts
6.03 The Tenant covenants and agrees to take out a standard servicing contract with a capable and reputable company for the
service and maintenance of heating units and furnaces and air-conditioning equipment in the Leased Premises, such contract to
include the monthly cleaning of exchangers and the replacement of filters, and to keep such contract in force for the Term of
the within Lease or any renewal thereof. The Tenant agrees to provide the Landlord with a copy of the aforesaid servicing
contract.
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ARTICLE VII — MAINTENANCE. REPAIR & ALTERATIONS
Tenant to Maintain and Repair
7.01 The Tenant shall repair, replace, maintain and keep the Leased Premises and every part thereof including without
limitation Leasehold Improvements, heating, ventilating and air-conditioning equipment exclusively serving the Leased
Premises (whether located inside or outside the Leased Premises), fixtures and furnishings, whether or not any such items were
installed or furnished by the Tenant, in good and substantial repair as a prudent owner would do, reasonable wear and tear (not
inconsistent with good and proper maintenance and repair), damage by fire and any other perils against which the Landlord is
required to insure for pursuant to the terms of the Lease and repairs for which the Landlord is responsible pursuant to the terms
of the Lease, only excepted. The Tenant agrees that the Landlord may enter and view the state of repair and the Tenant shall
repair or replace in accordance with notice in writing from the Landlord as required by this Lease; provided that if the Tenant
neglects to so maintain or to make such repairs or replacements promptly after notice, the Landlord may, at its option, do such
maintenance or make such repairs or replacements at the expense of the Tenant, and in any and every such case the Tenant
covenants with the Landlord to pay to the Landlord forthwith as Additional Rent all sums which the Landlord may have
reasonably expended in doing such maintenance and making such repairs or replacements; provided further that the doing of
such maintenance or the making of any repairs or replacements by the Landlord shall not relieve the Tenant from the obligation
to maintain, repair and replace.
If the heating, ventilating or air-conditioning units or condenser requires replacement during the Term or any extension thereof
(other than as a result of negligence of the Tenant or those for whom it is in law responsible or as a result of the failure of the
Tenant to maintain the system properly), the Landlord shall be responsible for the initial cost of such replacement. The cost of
such replacement shall be amortized over ten (10) years and the annual amortized amount shall be paid by the Tenant to the
Landlord monthly for the balance of the Term and any extended term.
Repair Where Tenant At Fault
Alterations
7.03 The Tenant shall not, without the prior written approval of the Landlord (such approval not to be unreasonably withheld or
delayed) make any installations, alterations, additions, partitions, repairs or improvements in or to the Leased Premises that
requires a building permit. The Tenant’s request for approval shall be in writing and accompanied by an adequate description
of the contemplated work, and where appropriate, working drawings and specifications therefor; the Landlord’s costs of having
its architects, engineers or others examine such drawings and specifications shall be payable by the Tenant upon demand as
Additional Rent; the Landlord may require that any or all work to be done hereunder which affects the structure of the Building
be done by contractors or workmen engaged by the Tenant but first approved by the Landlord (acting reasonably), and all work
shall be subject to inspection by and the reasonable supervision of the Landlord and shall be performed in accordance with all
laws and any reasonable conditions (including a reasonable supervision fee of the Landlord to be paid by the Tenant) or
regulations imposed by the Landlord and shall be completed in a good and workmanlike manner and with reasonable diligence
in accordance with the approvals given by the Landlord; any connections of apparatus to the base electrical, plumbing, heating,
ventilating or air-conditioning systems shall be deemed to be an alteration within the meaning of this Section; the Tenant shall,
at its own cost and before commencement of any work, obtain all necessary building or other permits and keep same in force.
At any time that the Tenant requests the Landlord’s written approval as provided for in the immediately foregoing paragraph,
the Landlord shall advise the Tenant in writing whether or not it will require all or any of such installations, alterations,
additions, partitions or improvements to be removed from the Leased Premises at the expiration or earlier termination of the
Term.
Notice of Accidents
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7.04 The Tenant shall notify the Landlord promptly and in writing of any accident or damages to or defect in the Leased
Premises, the Building, or any part thereof including the heating, ventilating and air-conditioning apparatus, water and gas
pipes, telephone lines, electrical apparatus or other building services of which it is aware.
Construction Liens
7.05 The Tenant covenants to pay promptly all its contractors and material men and do any and all things necessary to
minimize the possibility of a lien attaching to the Leased Premises or to any part of the Building or the Lands and, should any
such lien be made or filed, the Tenant shall discharge the same within two (2) days of written notice thereof at the Tenant’s
expense. In the event the Tenant shall fail to cause any such lien to be discharged as aforesaid, then, in addition to any other
right or remedy of the Landlord, the Landlord may, but it shall not be so obligated, discharge same by paying the amount
claimed to be due into Court or directly to any such lien claimant and the amount so paid by the Landlord and all costs and
expenses including solicitors fees (on a solicitor and his client basis), incurred herein for the discharge of such lien shall be due
and payable by the Tenant to the Landlord as Additional Rent on demand.
Removal of Fixtures and Improvements
7.06 Leasehold Improvements shall immediately become the property of the Landlord upon affixation or installation without
compensation therefor to the Tenant but the Landlord is under no obligation to repair, maintain or insure such Leasehold
Improvements. Such Leasehold Improvements shall not be removed from the Leased Premises either during or at the expiration
or earlier termination of the Term, except that the Tenant shall, at the end of the Term remove such Leasehold Improvements
installed or constructed after the commencement of the Term as the Landlord shall have advised the Tenant pursuant to s. 7.03
hereof that it would require to be removed together with those Leasehold Improvements which required the Landlord’s
approval pursuant to s. 7.03 but which the Tenant failed to request such approval for. The Tenant may, during the Term and
shall at the expiration of the Term, remove its trade fixtures provided that the Tenant is not in default under this Lease and
provided in the former case such trade fixtures are immediately replaced by trade fixtures of equal or better value. Any removal
of such Leasehold Improvements and the Tenant’s trade fixtures shall be done at the Tenant’s sole cost and expense and the
Tenant shall make good any damage caused to the Leased Premises or the Building or any part thereof by the installation or
removal of such Leasehold Improvements and trade fixtures. If the Tenant does not remove its trade fixtures at the expiration or
earlier termination of the Term the trade fixtures shall, at the option of the Landlord, become the property of the Landlord and
may be removed from the Leased Premises and sold or disposed of by the Landlord in such manner as it deems advisable. For
greater certainty, the Tenant’s trade fixtures shall not include any heating, ventilating and air-conditioning equipment or other
building services or floor covering affixed to the floor of the Leased Premises. The obligations of the Tenant set forth herein
shall survive the expiry or other termination of the Term. It is agreed that the Tenant shall remove all of the items set out in
Schedule “G” hereto at the expiration or earlier termination of the Term.
Repair on Termination, etc.
7.07 At the expiration or sooner termination of the Term the Tenant shall, at its own expense:
(a) Deliver up possession of the Leased Premises to the Landlord in the same condition in which the Tenant is required
hereunder to repair and maintain the Leased Premises, together with all Leasehold Improvements which the Tenant is
required or permitted to leave therein or thereon free and clear of all encumbrances and in a clean and tidy condition
and free of all rubbish and to deliver to the Landlord all keys and security devices; and
(b) Remove any materials which may be deemed by any applicable legislation as contaminated or hazardous and which
are a result of the Tenant’s use or occupation of the Leased Premises.
These covenants shall survive the expiry or other termination of the Term.
Landlord’s Maintenance and Repairs
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7.08
(a) The Landlord shall repair or replace, if necessary, the roof membrane and the parking areas of the Complex; and
(b) The Landlord shall maintain and repair the Common Areas including without limitation, snow, ice and litter removal,
landscaping and line painting.
(c) The Landlord shall repair and replace, if necessary, the foundation, roof frame and metal roof deck, structural steel
and bearing walls of the Building (exclusive of any repairs or replacements arising as a result of inherent or
construction defects or poor workmanship) and the cost thereof shall be amortized over ten (10) years and the Tenant
shall pay the annual amortized amounts thereof on a monthly basis.
ARTICLE VIII — ASSIGNING & SUBLETTING
Assigning or Subletting
8.01
(a) The Tenant shall not assign this Lease or sublet or franchise, license, grant concessions in, or otherwise part with or
share possession of the Leased Premises, or any part thereof, without the prior written consent of the Landlord, such
consent not to be unreasonably withheld or delayed; at the time the Tenant requests such consent the Tenant shall
deliver to the Landlord such information in writing as the Landlord may reasonably require, including a copy of the
proposed offer or agreement, if any, to assign or sublet or otherwise and the name, address and nature of business and
evidence as to the financial strength of the proposed assignee or subtenant. In no event shall any assignment of the
Lease release the Tenant from its obligations under this Lease;
(b) The Landlord may consider the following factors before giving or withholding its consent and without limitation to
any other grounds which the Landlord may have for reasonably withholding its consent:
(i) the likelihood of the assignment or subletting adversely affecting the merchandise mix of the Complex;
(ii) covenants, restrictions or commitments given by the Landlord to others which would affect the Complex or to a
mortgagee of the Complex which would prevent or inhibit the Landlord from giving its consent to the assignment
or subletting;
(iii) there is a history of defaults under commercial leases by the assignee or sublessee;
(iv) the assignee or sublessee does not have a history of successful business operation in the business to be conducted
in the Leased Premises and/or does not have a good credit rating and a substantial net worth.
(c) Any assignment or subletting shall be subject to the following conditions:
(i) the proposed assignee or sublessee of this Lease shall agree in writing with the Landlord to assume and perform
all of the terms, covenants, conditions and agreements by this Lease imposed upon the Tenant herein in a form to
be approved by the solicitor for the Landlord;
(ii) the Tenant shall pay the Landlord’s reasonable legal fees in connection with the preparation of the consent to
assignment or subletting where such is required hereunder;
(iii) the consent of the Landlord (where required hereunder) is not a waiver of the requirement of the Landlord’s
consent for subsequent assignments of the Lease or subletting of the Leased Premises;
(iv) the acceptance by the Landlord of Rent from an assignee or sublessee without the Landlord’s consent (where
consent is required hereunder) shall not constitute a waiver of the requirement of such consent nor an acceptance
of such party as the Tenant;
(v) if the assignment of Lease or subletting of the Leased Premises does not take place within ninety (90) days of the
giving of consent by the Landlord (where consent is required hereunder) the consent shall expire and become null
and void; and
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(vi) if the Lease is disaffirmed, disclaimed or terminated by any trustee in bankruptcy of an assignee or sublessee, the
original Tenant named in this Lease will be deemed on notice from the Landlord given within sixty (60) days
from the date of such disaffirmation, disclaimer or termination to have entered into a Lease with the Landlord
containing the same terms and conditions as in this Lease.
(d) If an assignment or subletting occurs without the consent of the Landlord when required, the Landlord may collect
Rent from the party in whose favour the assignment or subletting was made and apply the net amount collected to the
Rent herein reserved but no such assignment or subletting will be considered a waiver of this covenant or the
acceptance of the person in whose favour the assignment or subletting was made as a tenant hereunder;
(e) Notwithstanding the foregoing, the Tenant shall have the right to assign the Lease or sublet the Leased Premises to:
(i) any subsidiary body corporate or affiliated body corporate of the Tenant (as those terms are defined by the
Business Corporations Act (Ontario), R.S.O. 1990, c. B.16);
(ii) a corporate entity with which the Tenant amalgamates or merges provided that such amalgamated or merged
entity has substantially the same tangible unconsolidated net worth as that of the Tenant as of the date of the
Lease;
(iii) a permitted franchisee of the Tenant; and
(iv) the purchaser of the entire business of the Tenant provided that the Tenant owns and operates, at the time of such
purchase, at least five (5) restaurants,
without the consent of the Landlord, provided that in each case the subtenant or assignee has agreed in writing with
the Landlord to be bound by the terms of the Lease and the Tenant shall have given the Landlord prior written notice
of such assignment or subletting.
Change of Control
8.02 If the Tenant is a private corporation and any part or all of the corporate shares shall be transferred by sale, assignment,
bequest, inheritance, operation of law or other disposition or dispositions so as to result in a change in the control of the
corporation, such change of control shall be considered an assignment of this Lease and shall be subject to the provisions of s.
8.01 hereof. The Tenant shall make available to the Landlord upon its request for inspection and copying, all books and records
of the Tenant, any assignee or subtenant and their respective shareholders which, alone or with other data, may show the
applicability or inapplicability of this section.
Excess Rent
8.03 In the event that the Basic Rent payable under any sublease or assignment is in excess of the Basic Rent reserved
hereunder or is in excess of the proportionate Basic Rent reserved in the event of a sublease of part of the Leased Premises,
whether the excess be in the form of cash, goods or services from the subtenant or assignee or anyone acting on its behalf, the
Tenant shall pay all of such excess to the Landlord immediately upon receipt thereof; in the event that such excess is
represented by goods or services rendered to the Tenant or its nominee, the value of those goods or services shall be determined
by the Landlord and Tenant and that value shall be paid in cash to the Landlord immediately herein upon such determination.
This provision shall not be applicable to a sublet of the Leased Premises of an area less than ten percent (10%) of the total
Rentable Area of the Leased Premises.
Mortgage of Leasehold, etc.
8.04 The Tenant shall not mortgage, pledge, hypothecate or otherwise encumber all or any portion of the Tenant’s interest in
this Lease or the Leasehold Improvements without the consent of the Landlord and provided that:
(a) such mortgagee or other encumbrancer is an institutional lender (the “Lender”); and
(b) the Lender, at the time of the Landlord giving its consent hereunder, agrees in writing with the Landlord that if the
Lender enforces its security under its mortgage, charge, debenture or other encumbrance and/or takes possession of
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the Leased Premises either personally or by a receiver or receiver/manager or other agent (“Lender’s Agent”), the
Lender shall bring the Lease into good standing and observe and be bound by all of the terms of the Lease (including
the payment of Rent) for as long as the Lender’s Agent is in possession of the Leased Premises or any part thereof
plus ninety (90) days after the Lender or its receiver or receiver/manager has vacated the Leased Premises unless such
receiver/manager has given the Landlord ninety (90) days prior written notice of its intent to vacate the Leased
Premises.
Advertising Premises
8.05 The Tenant shall not advertise or allow the Leased Premises or a portion thereof to be advertised as being available for
assignment, sublease or otherwise without the prior written approval (such approval not to be unreasonably withheld or
delayed) of the Landlord of the form and content of such advertisement, which approval shall not be unreasonably withheld,
provided that no such advertising shall contain any reference to the Rent for the Leased Premises.
Disposition by Landlord
8.06 If the Landlord sells or leases the Lands, the Building or any part thereof, or assigns this Lease, and to the extent that the
covenants and obligations of the Landlord hereunder are assumed by the purchaser, lessee or assignee, the Landlord, without
further written agreement, will be discharged and relieved of liability under the said covenants and obligations.
ARTICLE IX — USE
Use of Leased Premises
9.01 The Tenant hereby covenants, undertakes and agrees to use the Leased Premises solely for the purpose of conducting the
business of a fully licenced family restaurant selling a variety of items (without specializing in any particular item) and as
ancillary to and in conjunction with such use, the Tenant shall be entitled (i) to display fruit and vegetables, fish, poultry, meat
and bread and (ii) to sell prepared foods for off-premises consumption. The Tenant shall not use the Leased Premises or permit
the Leased Premises or any part thereof to be used for any other purpose.
Without limitation and not withstanding the foregoing, none of the following businesses or methods of doing business will be
conducted on or from the Leased Premises:
(a) A private auction or a fire, bulk, “going out of business” or bankruptcy sale or auction, other than a bulk sale to an
assignee or sublessee pursuant to assignment or sublease which under s. 8.01 was consented to or did not require a
consent;
(b) A special sale other than one incidental to the normal routine of the Tenant’s business upon the Leased Premises with
its regular customers;
(c) A store for the sale of second-hand or surplus articles, insurance salvage stock, fire-sale or bankruptcy stock;
(d) Wholesale merchandising;
(e) A business which, because of the merchandising methods likely to be used, would tend to lower the character of the
Complex;
(f) A mail order business or business for the sale of goods most of the sales of which result from orders from catalogues,
or an order office therefor;
(g) An operation in any line of merchandise which makes a practice of unethical or deceptive advertising or selling
procedures;
(h) Sleeping apartments or lodging rooms;
(i) An unlawful purpose;
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(j) “XXX”-rated bookstore, massage parlour, or other similar adult entertainment facility;
(k) rollerskating rink;
(l) video arcade;
(m) banquet or dance hall (except on an occasional basis);
(n) flea market or swap meet;
(o) repair station;
(p) bowling alley;
(q) billiard parlour;
(r) auto service station;
(s) off-site betting parlour;
(t) a food supermarket;
(u) a meat store;
(v) a fruit and vegetable store;
(w) a bakery in excess of 1,500 square feet;
(x) a convenience store in excess of 2,500 square feet;
(y) a store, other than a convenience store, that utilizes portions of its premises for the sale, display or storage of fresh
vegetables, fresh fruit, meats, poultry, fish or dairy products, that exceeds in the aggregate 500 square feet or 5% of its
sales area, whichever is less; or
(z) a restaurant whose primary purpose is the preparation and sale of steaks for consumption on the Leased Premises for a
period of five (5) years from the Commencement Date of this Lease.
The Landlord acknowledges that the display of fruit and vegetables, fish, poultry, meat and bread and the sale by the Tenant of
prepared foods for off-premises consumption, each in conjunction with the Tenant’s use of the Leased Premises as a fully
licenced family restaurant, is not in contravention of paragraph (y) above.
The Landlord shall not unreasonably withhold its consent if the Tenant requests the Landlord’s approval to change the type of
restaurant it is operating on the Leased Premises. The Landlord shall not be deemed to be unreasonably withholding its consent
if:
(i) the likelihood of the change of use will adversely affect the merchandise mix of the Complex; and/or
(ii) covenants, restrictions or commitments given by the Landlord to others which affect the Complex or to a mortgagee
of the Complex would prevent or inhibit the Landlord from giving its consent to such change of use.
Trade Name
9.02 The Tenant shall only use the name “[__]” for its business in the Leased Premises and shall not change or permit the
change of such name without the prior written consent of the Landlord, such consent not to be unreasonably withheld or
delayed.
Continue to Operate
9.03 The Tenant shall commence the business specified in s. 9.01 on the Leased Premises on the Commencement Date and
shall continuously, actively and diligently carry on such business on the whole of the Leased Premises during the entire Term
of this Lease during such hours and upon such days as do a majority of the Tenant’s locations in the Greater Toronto Area with
a view to producing the maximum Gross Revenue.
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Non-Competition
9.04 From and after the execution of this Lease and during the Term hereof the Tenant shall not directly or indirectly whether
as an owner, partner, shareholder, principal agent, employee or independent contractor or otherwise engage in or participate in
or be a holder of any other security of any nature whatsoever of or a lender to or an owner of any debt or portion of a debt of or
furnish any financial aid or other support or assistance of any nature whatsoever to any business enterprise or undertaking
which in any manner or degree is competitive with the use of the Leased Premises as set out in s. 9.01, if such competitive
business enterprise or undertaking is in whole or in part conducted from premises situated within a distance of 5 kilometres
from any part of the Complex. This s. 9.04 shall not apply however to any business enterprise of the Tenant which is in
operation as of the date of this Lease and of which the Landlord has written notice as of the Commencement Date. The Tenant
shall not increase the size of such competitive business or the premises in which such business is located.
Observance of Law
9.05 The Tenant shall comply promptly with and conform to the requirements of all applicable statutes, by-laws, laws,
regulations, ordinances and orders from time to time or at any time in force during the Term of this Lease and affecting the
condition, equipment, maintenance, use or occupation of the Leased Premises and with every applicable regulation order and
requirement of the Insurance Advisory Organization or any body having similar functions or of any liability or fire insurance
company by which the Landlord and the Tenant or either of them may be insured at any time during the Term hereof, and, in
the event of the default of the Tenant under the provisions of this Section, the Landlord may itself comply with any such
requirements as aforesaid and the Tenant will forthwith pay all costs and expenses incurred by the Landlord in this regard and
the Tenant agrees that all such costs and expenses shall be recoverable by the Landlord as if the same were Additional Rent
reserved and in arrears under this Lease. If, in carrying out its obligations hereunder, the Tenant is required to repair or alter the
Leased Premises the cost of which would, in accordance with generally accepted accounting principals, be charged to a capital
account, the Landlord shall initially bear the cost of such work and thereafter such cost will be amortized over the useful life of
the work and paid by the Tenant to the Landlord monthly for the balance of the Term and any extended term.
Waste and Nuisance
9.06 The Tenant shall not do or suffer any waste or damage, disfiguration or injury to the Leased Premises or the fixtures and
equipment thereof and shall not use or permit to be used any part of the Leased Premises for any dangerous noxious or
offensive trade or business and shall not do anything or permit anything to be done upon or about the Leased Premises nor
permit anything to be brought thereon which may reasonably be deemed to be a nuisance, annoyance, grievance, damage or
disturbance to the occupiers or owners of the Building and of adjacent lands or premises as the case may be, or to do or permit
anything to be done therein which, in the opinion of the Landlord acting reasonably, is detrimental to the Building and the
Tenant shall take every reasonable precaution to protect the Leased Premises and the Building from danger of fire, water
damage or the elements and shall keep the Leased Premises free of hazardous waste and contamination.
Exterior Walls
9.07 Subject to s. 9.08, the Tenant covenants that it will not erect on, fix or fasten to the roof or to the outside walls of the
Leased Premises or the Building any television or radio antenna, sign, fixture or attachment of any kind whatsoever without
first receiving the Landlord’s written consent thereto, which consent shall not be unreasonably withheld.
Signs
9.08
(a) The Tenant covenants and agrees not to paint, fix, display, or cause to be painted, fixed or displayed any sign, picture,
advertisement, notice, lettering or decoration on any part of the exterior of the Leased Premises without in each
instance the prior written approval of the Landlord (such approval not to be unreasonably withheld or delayed). Any
such signs or other advertising material as aforesaid, shall be removed by the Tenant at the termination of this Lease
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and the Tenant shall promptly repair any and all damage caused by such removal and this covenant shall survive the
expiry or other termination of the Term. The cost of such signs and the installation and erection thereof shall be borne
by the Tenant and shall be payable forthwith on demand. Any such sign shall be erected in strict conformance with
municipal regulations, requirements and by laws in existence from time to time. The Landlord hereby consents to the
Tenant installing its standard identification signage as set out in Schedule “H” hereto, subject to approval by the
applicable governmental authorities.
(b) In addition to the foregoing but notwithstanding anything to the contrary, the Tenant shall have the right to install a
two-sided panel of a size and in a location to be designated by the Landlord on a pylon sign, to be constructed for the
Complex. The Tenant shall be responsible for its proportionate share of the cost of constructing such sign (based on
the area of the Tenant’s signage relative to the overall area of the pylon sign dedicated to signage), save for the
construction of the below grade foundation for the sign and the electrical power lines for such sign, which shall be the
responsibility of the Landlord. The Tenant shall also be responsible for its Proportionate Share of the costs of
maintaining and repairing the pylon sign. If the Tenant declines to place a sign on the pylon when requested by the
Landlord, the Tenant shall have no further right to place a sign on the pylon.
Energy Conservation
9.09 The Tenant shall co-operate with the Landlord in conserving energy of all types in the Building, including complying at
the Tenant’s own cost with all reasonable requests and demands of the Landlord made with a view to energy conservation. Any
reasonable expenditures made by the Landlord in an effort to promote energy conservation shall be added to Operating Costs in
the Year such expenditures are incurred and, if such expenditures are of a capital nature in accordance with generally accepted
accounting principles, shall be amortized over the useful life of the items for which the cost was incurred.
Overloading Systems
9.10 The Tenant shall not install or use any electrical or other equipment or electrical arrangement which may overload the
electrical or other service facilities unless it does so with the express written consent of the Landlord and at its own expense
makes whatever changes are necessary to comply with the reasonable and lawful requirements of the Landlord’s insurance
underwriters and governmental authorities having jurisdiction and in any event the Tenant shall make no changes until it first
submits plans and specifications to the Landlord for its prior written approval which approval shall not be unreasonably
withheld.
Overloading Floors, etc.
9.11 The Tenant covenants that it will not bring upon the Leased Premises or any part thereof any machinery, equipment,
article or thing that, by reason of its weight, size or operation, might damage the Leased Premises and will not at any time
overload the floors of the Leased Premises. The Tenant shall remove any such machinery, equipment, article or thing within
five (5) days written notice thereof and if any damage is caused to the Leased Premises by any machinery, equipment, article or
thing or by overloading, the Tenant shall forthwith repair such damage at its own expense.
Tenant’s Trade Fixtures
9.12 The Tenant shall install trade fixtures of a type usual for its business and in good condition such installation shall be
completed without damage to the structure of the Leased Premises or to the heating, ventilating, air-conditioning, plumbing,
electrical and other mechanical systems in the Complex.
Exclusivity
9.13 As long as the Tenant is not in default of the terms of the Lease and is conducting, as a principal business, a buffet style
restaurant on the whole of the Leased Premises, the Landlord shall not, for the first five (5) years of the Term or until
Percentage Rent is due and owing pursuant to the terms of this Lease (whichever is earlier) throughout the Term, lease any
premises to be used principally for a buffet style restaurant on the lands outlined in blue on the sketch annexed hereto as
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Schedule “A”. This exclusivity is for the sole benefit of the Tenant named herein and is not assignable or transferable. The
Tenant acknowledges that the Landlord is not obligated to enforce the foregoing restriction against any entity in the Complex,
if by doing so, it would be in breach of any applicable laws, rules, regulations or enactments from time to time and this
covenant is not intended to apply or to be enforceable to the extent that it would give rise to any offence under the Competition
Act (Canada), R.S.C. 1985, c. C-34, or any statute that may be enacted with similar intent from time to time. This exclusivity
shall not apply to a restaurant serving principally Chinese food regardless of whether such restaurant may be considered a
buffet style restaurant.
ARTICLE X — INSURANCE & INDEMNITY
Tenant’s Insurance
10.01 The Tenant shall, at its expense, maintain in force during the Term and any renewals thereof in the name of the Tenant
with the Landlord and the Landlord’s mortgagee, if any, shown as additional insureds, the following insurance:
(a) Comprehensive general liability insurance against claims for personal injury, death or property damage arising out of
all operations of the Tenant, (including tenants’ legal liability, personal injury liability, property damage and
contractual liability to cover all indemnities) with respect to the business carried on, in and from the Leased Premises,
in amounts required by the Landlord and any mortgagee of the Building or any part thereof from time to time but in
no event less than $5,000,000.00 per occurrence;
(b) Property insurance covering all property owned by the Tenant, or for which the Tenant is responsible pursuant to this
Lease, or which has been installed by or on behalf of the Tenant including without limitation all chattels, equipment,
machinery, furniture, inventory and all other contents of the Leased Premises but excluding Leasehold Improvements,
in an amount equal to the full replacement value thereof; and
(c) Such other forms of insurance as may be reasonably required by the Landlord and its mortgagee from time to time.
Any policy written pursuant to paragraph (a) hereof, shall contain a severability of interest clause and a cross liability clause.
All policies shall contain an undertaking by the insurers to notify the Landlord and its mortgagee, if any, in writing not less
than thirty (30) days prior to any material change, cancellation or termination thereof and shall be subject only to such
deductibles and exclusions as the Landlord may approve, acting reasonably.
The Tenant agrees to furnish upon request from the Landlord verification of compliance with the provisions of this s. 10.01.
Landlord’s Insurance
10.02 Throughout the Term of this Lease the Landlord shall provide and keep in force (a) property insurance in respect of the
Building (including the Leased Premises and the Leasehold Improvements therein but not including the property of the Tenant
which the Tenant is required to insure for pursuant to paragraph (b) of s. 10.01 hereof) against fire and such other perils as are
normally insured against in the circumstances by prudent landlords of similar buildings, (b) loss of rental income insurance and
(c) comprehensive general liability insurance, subject to reasonable deductions and exceptions as the Landlord may determine
and to amounts which the Landlord shall from time to time determine as being reasonable or sufficient. Notwithstanding any
contribution by the Tenant to the cost of any insurance effected by the Landlord, no insurable interest is conferred upon the
Tenant under any such policies of insurance and the Tenant has no right to receive any proceeds under any such insurance save
in respect of Leasehold Improvements if the Lease is not terminated pursuant to Article XII hereof.
Not to Affect Landlord’s Insurance
10.03 Neither the Tenant nor its officers, directors, agents, servants, licencees or concessionaires, assignees or subtenants shall
bring onto the Leased Premises nor do nor omit nor permit to be done or omitted upon or about the Leased Premises anything
which shall cause the rate of insurance upon the Leased Premises or the Building or any part thereof or its contents to be
increased and, if the said rate of insurance shall be increased by reason of the use made of the Leased Premises even though
such use may be a permitted use hereunder or by reason of anything done or omitted or permitted to be done or omitted by the
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Tenant or its officers, directors, agents, servants, licensees, concessionaires, assignees or subtenants or by anyone permitted by
the Tenant to be upon the Leased Premises, the Tenant shall pay to the Landlord forthwith upon demand the amount of such
increase.
Limit of Landlord’s Liability
10.04 Save for any injury, loss or damage due to the negligent act or omission of the Landlord or any person for whom the
Landlord is in law responsible (but only to the extent to which the Tenant is not required to insure for such loss, injury or
damage pursuant to s. 10.01 hereof), the Landlord shall not be responsible in any way for any injury to any person (including
death) or for any loss of or damage to any property belonging to the Tenant or to other occupants of the Leased Premises or to
their respective employees, agents, invitees, licensees or other persons from time to time attending at the Leased Premises
while such person or property is in or about the Lands, the Leased Premises, the Building, or any areaways, parking areas,
lawns, sidewalks, steps, truckways, platforms, corridors, stairways, elevators or escalators in connection therewith, however
caused, including without limiting the foregoing, any loss of or damage to any property caused by theft or breakage, or by
steam, water, rain or snow or for any loss or damage caused by or attributable to the condition or arrangements of any electric
or other wiring or for any damage caused by smoke or for any other loss arising from any cause whatsoever with respect to the
Leased Premises, goods placed therein or any business carried on therein.
Limit of Tenant’s Liability
10.05 The Tenant shall not be liable to the Landlord for any direct injury, loss or damage required to be insured by the
Landlord pursuant to s. 10.02 to the extent of the proceeds actually recovered by the Landlord under such policies of insurance
(or which would have been recovered had the Landlord complied with its obligations pursuant to s. 10.02 and prudently and
diligently pursued any claim under such insurance).
Indemnity
10.06 The Tenant shall promptly indemnify and save harmless the Landlord from any and all liabilities, damages, costs, claims,
suits or actions arising out of any breach, violation or non-observance by the Tenant of any of its covenants and obligations
under the Lease; from any damage to property while such property shall be in or about the Leased Premises including the
systems, furnishings and amenities thereof, as a result of the wilful or negligent act or omission of the Tenant, its employees,
agents, invitees or licensees; and from any injury to any employee, agent, invitee or licensee, of the Tenant, including death
resulting at any time therefrom, occurring on or about the Leased Premises or the Complex unless caused by the negligent act
or omission of the Landlord or those for whom the Landlord is in law responsible; and notwithstanding anything else herein
contained, this indemnity shall survive the expiry or earlier termination of this Lease, in respect of any of the foregoing
circumstances during the Term.
Payment of Tenant’s Share of Insurance Costs
10.07 The Tenant agrees to pay as Additional Rent, on demand from the Landlord, the Tenant’s pro rata share of all premiums
paid by the Landlord for landlords insurance under s. 10.02 of this Lease. The Tenant’s pro rata share of premiums paid
pursuant to s. 10.02 shall be an amount equal to the sum of (i) the product of (a) the insurance premiums for leasehold
improvement insurance multiplied by (b) a fraction having its numerator the value of the Tenant’s Leasehold Improvements
and as its denominator the total amount of leasehold improvements insured under said policy plus (ii) the product of (a) the
insurance premiums for property insurance for the Buildings of the Complex and for liability insurance multiplied by (b) a
fraction having its numerator the number of rentable square feet contained in the Leased Premises and its denominator the total
number of rentable square feet contained in the Complex plus (iii) the product of (a) the loss of rentable income insurance
premiums for all tenants in the Complex multiplied by (b) a fraction having its numerator the total of all rent payable by the
Tenant to the Landlord for the period of the policy and its denominator the total amount of all payments of rent payable for said
period to the Landlord from the tenants in the Complex.
ARTICLE XI — COMPLEX & COMMON AREAS
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Control of Complex and Common Areas
11.01 Subject to ss. 11.02 and 11.06 hereof, the Common Areas shall at all times be subject to the exclusive control and
management of the Landlord and without limiting the generality of the foregoing the Landlord shall have the right from time to
time to construct, maintain, and operate lighting facilities in all the said areas and improvements and to police same; from time
to time to change the area, level, location and arrangement of parking areas and other facilities; to restrict parking by tenants,
their officers, agents and employees to employee parking areas; to close all or any portion of the said areas or facilities to such
extent as may, in the opinion of the Landlord’s counsel be legally sufficient to prevent the dedication thereof or the accrual of
any rights to any person or the public therein; to close temporarily all or any portion of the parking areas or facilities to
discourage non-customer parking; to use parts of the Common Areas for display, decorations, entertainment and structures,
permanent or otherwise, designed for special features or promotional activities; to regulate all aspects of loading and unloading
and delivery and shipping of supplies, fixtures, equipment, furnishings and merchandise; to change the area, level, location or
arrangement of the Complex or any part of it; and to do and perform such other acts in and to the said areas and improvements
as, in the use of good business judgment, the Landlord shall determine to be advisable with a view to the improvement of the
convenience and use thereof by the tenants, their officers, agents, employees, and customers.
Operation of Complex
11.02 The Landlord will operate and maintain the Complex in such manner as the Landlord in its sole discretion shall
determine from time to time. Without limiting the scope of such discretion the Landlord shall have the full right and authority
to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation and
maintenance of the Complex including the Common Areas. The Landlord covenants to operate the lights for the Complex and
the areas outlined in green on Schedule “A” hereto during non-daylight hours at least until midnight each and every day of the
week and thereafter to operate the security lights in the area outlined in green until daylight.
Roof and Walls
Alterations
11.04 Subject to s. 11.06, the Landlord hereby reserves the right at any time to construct buildings or improvements in addition
to those shown upon the plans annexed as Schedule “A” hereto, to make alterations, subtractions or additions to the Complex
and to build additional storeys on the buildings in the Complex and to build adjoining the same; to erect in connection with the
construction thereof temporary scaffolds and other aids to construction on the exterior of the Leased Premises and to construct
underground or elevated parking structures. The right of the Landlord to make additions, subtractions or alterations to and from
the Complex shall be subject to the restriction that no such alterations, additions or subtractions shall prevent or materially
hinder access to the Leased Premises and shall comply with all the then applicable bylaws and governmental requirements. The
Landlord shall not be liable for any diminution or alteration of the Common Areas resulting from the exercise of the Landlord’s
rights pursuant to this Article XI. There shall be no reduction or abatement of Rent and the Tenant shall not be entitled to
compensation as a result of the exercise of the Landlord’s rights under this s. 11.04. Nothing herein shall be deemed to permit
the Landlord to materially adversely interfere with, on a permanent basis, the vista of and access to the Leased Premises.
Relocation
Parking
11.06 The Landlord shall provide surface parking to be used by the Tenant’s customers from time to time, such area to be in
compliance with applicable municipal requirements. The Tenant, its employees, suppliers and other persons not customers
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having business with the Tenant shall be prohibited from using any part of the customer parking areas as such may be
designated and changed from time to time by the Landlord. Tenant and employee parking shall be limited to specified times
and places, arranged so as to cause minimal interference to business within the Complex. Parking shall be regulated by the
Landlord in a reasonable manner and the Tenant and its employees, suppliers and other persons not customers shall abide by
such regulations as may from time to time be established by the Landlord. If requested by the Landlord the Tenant shall supply
its employees’ automobile licence numbers to the Landlord. The Landlord covenants to maintain during the Term of the Lease
and any extension thereof, at least 100 parking spaces the area outlined in brown on the plan annexed hereto as Schedule “A”
for use by the Tenant and its customers in common with the tenants of the adjoining complex.
No Merchandise in Common Areas
11.07 Subject to paragraph 3 of Schedule “F” annexed hereto, the Tenant shall not keep, display or sell any merchandise except
within the boundaries of the Leased Premises nor shall it obstruct or use any part of the Common Areas except as permitted by
the Landlord and except for displays included in Complex promotions when recognized and permitted by the Landlord.
Rules and Regulations
11.08 The Tenant covenants and agrees to comply with and abide by the rules and regulations attached hereto and to cause such
rules and regulations to be observed and performed by the Tenant, its employees, servants, agents and invitees. The Landlord
shall have the right to make or adopt such further and other reasonable rules and regulations relating to the Leased Premises
and/or the Common Areas and other common areas of the Complex as in its judgment may from time to time be deemed
necessary for the proper operation of the Complex. All of such rules and regulations now or hereafter in force shall be read as
forming part of the terms and conditions of this Lease as if the same were embodied herein and such new rules and regulations
shall be binding upon the Tenant upon mailing a copy thereof to the Tenant or by posting the same in a conspicuous place or
places within the Complex. For the enforcement of such rules and regulations, the Landlord shall have available to it all
remedies in this Lease provided for breach thereof. All such rules and regulations may differentiate in their application to
different types of business conducted in premises in the Complex, and the Landlord shall not be responsible to the Tenant nor
obliged to enforce any such rules and regulations in the event of their actual or apparent non-observance, breach or violation by
any other tenant in the Complex. If such rules and regulations conflict with the provisions of this Lease, the provisions of the
Lease shall prevail.
Garbage
11.09 The Tenant shall deposit its debris, garbage, trash and refuse in the garbage disposal area forming a part of the Leased
Premises. Save as hereinbefore provided, no debris, garbage, trash or refuse shall be placed or left, or be permitted to be placed
or left in, on or upon any part of the Complex outside of the Leased Premises. The Tenant shall cause the debris, garbage, trash
and refuse deposited in the areas referred to herein to be removed from the Complex at its own expense.
ARTICLE XII — DAMAGE & DESTRUCTION
Abatement of Rent
12.01 If the Leased Premises or any portion thereof is damaged or destroyed by fire or by other casualty against which the
Landlord is required to insure for pursuant to this Lease, Rent shall abate in proportion to the area of that portion of the Leased
Premises which, in the reasonable opinion of the Landlord’s Architect, is thereby rendered unfit for the purposes of the Tenant
bears to the area of the entire Leased Premises until the Leased Premises are repaired and rebuilt as certified by the Landlord’s
Architect and the Landlord agrees that it will, with reasonable diligence, repair and rebuild the Leased Premises. The
Landlord’s obligation to rebuild and restore the Leased Premises shall not include the obligation to rebuild, restore, replace or
repair any chattel, fixture or any other thing that is the property of the Tenant and/or for which the Tenant is to maintain
insurance under s. 10.01(b), (in this section collectively called “Tenant’s Improvements”); the Leased Premises shall be
deemed repaired and rebuilt ninety (90) days (in the event of complete destruction of the Leased Premises) or a reasonable
period not exceeding ninety (90) days (in the event of partial destruction of the Leased Premises) from the date the Landlord’s
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Architect certifies that they have been substantially repaired and rebuilt to the state where the Tenant could occupy them for the
purpose of rebuilding, restoring, replacing or repairing the Tenant’s Improvements. The issuance of the Architect’s certificate
shall not relieve the Landlord of its obligation to complete the rebuilding and restoration as aforesaid, but the Tenant shall
forthwith after issuance of the certificate proceed to rebuild, restore, replace and repair the Tenant’s Improvements, and the
provisions of s. 7.03 shall apply to such work, mutatis mutandis.
Termination
12.02
(a) Notwithstanding the provisions of s. 12.01 hereof, if the Leased Premises or any portion thereof are:
(i) damaged or destroyed by any cause whatsoever and cannot in the reasonable opinion of the Landlord be rebuilt
or made fit for the purposes of the Tenant as aforesaid within two hundred and ten (210) days of the date of
damage or destruction; or
(ii) damaged (the cost of repair which would exceed $250,000.00) or destroyed by a peril which the Landlord is not
required to insure for pursuant to the terms of this Lease,
the Landlord, in the case of subparagraphs (i) and (ii) or the Tenant, in the case of paragraph (i) only, may, at their option,
terminate this Lease by giving to the other party, within thirty (30) days after the date of the Tenant’s receipt of the
certificate referred to in subparagraph (b) hereof, notice of termination and thereupon Rent shall be apportioned and
paid to the date of such damage or destruction and the Tenant shall immediately deliver up possession of the Leased
Premises to the Landlord.
(b) The Landlord shall cause the Landlord’s Architect within forty-five (45) days of the date of damage or destruction, to
provide the Tenant with a certificate stating whether or not the Building can be repaired within two hundred and ten
(210) days from the date of damage or destruction and whether or not the cost of repair would exceed $250,000.00 if
the cause of destruction is by an uninsured peril;
(c) If the Landlord or the Tenant do not elect to terminate the Lease pursuant to paragraph (a) of this s. 12.02, the
Landlord shall, with reasonable diligence, repair and restore the Leased Premises and/or Building and Rent shall abate
in accordance with the provisions of s. 12.01.
ARTICLE XIII — DEFAULT
Events of Default
13.01 An “Event of Default” shall occur whenever:

(a) the Tenant fails to pay Rent hereby reserved or any part thereof within ten (10) days of written notice from the
Landlord in respect thereof (provided that if the Landlord is required to give the notice hereunder on more than three
(3) occasions in any year of the Term, the Landlord shall thereafter have no further obligation to give notice
hereunder and an Event of Default shall be deemed to occur on the date the Tenant fails to pay Rent on the due date as
provided for in the Lease);
(b) The Tenant shall have breached or failed to comply with any of its covenants and agreements contained in this Lease
(save for non-payment of rent) and shall have failed to remedy or commence to remedy (and thereafter diligently
complete such rectification) such breach or non-compliance within fifteen (15) days (or such longer period as the
Landlord may reasonably determine, having regard to the nature of the default) after written notice thereof given by
the Landlord to the Tenant;
(c) The Tenant shall make any assignment for the benefit of creditors or become bankrupt or insolvent or take the benefit
of any Act now or hereinafter in force for bankrupt or insolvent debtors;
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(d) The Tenant is a corporation and any order shall be made for the winding up of the Tenant or other termination of the
corporate existence of the Tenant unless such termination of the corporate existence of the Tenant is part of an
amalgamation or merger permitted in this Lease;
(e) The Tenant makes or attempts to make a bulk sale of any of its assets on the Leased Premises except for a sale to an
assignee or subtenant in connection with an assignment or subletting permitted by this Lease;
(f) A trustee, receiver, interim receiver, receiver and manager, custodian or liquidator is appointed for the business,
property, affairs or revenue of the Tenant;
(g) This Lease or any of the Tenant’s assets on the Leased Premises are taken or seized under writ of execution, an
assignment, pledge, charge, debenture or other security instrument;
(h) The Tenant abandons or attempts to abandon the Leased Premises;
(i) The Leased Premises shall be used by any person other than the Tenant, the Tenant’s permitted assignees or for any
purpose other than that for which the Leased Premises were let;
(j) Any insurance policy on the Building or any part thereof shall be cancelled or shall be threatened by the insurer to be
cancelled or the coverage thereunder reduced in any way by the insurer by reason of the use or occupation of the
Leased Premises or any part thereof by the Tenant and the Tenant shall have failed to remedy the condition giving rise
to cancellation, threatened cancellation or reduction of coverage within forty-eight (48) hours written notice given by
the Landlord to the Tenant;
(k) The Tenant shall at any time during the Term use the Leased Premises, whether within the use permitted by s. 9.01 or
not, which imposes on the Landlord any obligation to modify, extend, alter or replace any part of the Leased Premises
or any of the machinery, equipment and other equipment used in connection with the Leased Premises;
(l) The Leased Premises are vacant for any period in excess of fifteen (15) days other than during repairs or renovations;
(m) The Tenant shall fail to open for business on the Leased Premises as required by the terms of this Lease or, having
commenced business upon the Leased Premises shall thereafter, without the Landlord’s written consent, be closed for
business in contravention of this Lease at any time on each of any thirty (30) business days in any Lease Year or any
twelve (12) consecutive business days during the Term of this Lease, save when prevented by unavoidable delay.
Upon the occurrence of an Event of Default, the then current month’s Rent and next ensuing three (3) months Rent shall
immediately become due and be paid by the Tenant to the Landlord as accelerated Rent and the Landlord may immediately
distrain for the same together with any Rent arrears then unpaid.
Right of Re-entry
13.02
(a) Upon the occurrence of an Event of Default, the Landlord may at any time thereafter, without notice to the Tenant, re-
enter the Leased Premises or any part thereof in the name of the whole and terminate this Lease and all the rights of
the Tenant thereunder;
(b) If and whenever the Landlord exercises its option to re-enter the Leased Premises and terminate this Lease pursuant to
paragraph (a) of this s. 13.02:
(i) the Tenant shall immediately vacate the Leased Premises and the Landlord may remove or cause to be removed
from the Leased Premises the Tenant or any other occupant or occupants thereof and may remove all property
therefrom and sell or dispose of it as the Landlord considers appropriate without liability for loss or damage and
without prejudice to the rights of the Landlord to recover arrears of Rent or damages incurred by the Landlord;
(ii) the Landlord shall be immediately entitled to the payment of Rent up to the date of termination together with all
expenses incurred by the Landlord in such termination and the value of the Rent, calculated at the date of
termination, for the unexpired portion of the Term.
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Reletting
13.03 At any time when the Landlord is entitled to re-enter the Leased Premises or terminate this Lease, the Landlord may
without notice to the Tenant and without terminating the Lease enter upon and take custody of the Leased Premises in the name
of and as agent of the Tenant, together with all the Tenant’s improvements, fixtures and furnishings, and sublet the Leased
Premises in the name of and as the agent of the Tenant on whatever terms the Landlord may deem appropriate but no such
action by the Landlord shall waive any of the obligations of the Tenant or the subsequent exercise of any of the Landlord’s
remedies for default. If the Landlord shall sublet the Leased Premises as aforesaid, the Landlord shall be entitled to receive all
sublease rent and apply the same in its discretion to any indebtedness of the Tenant to the Landlord hereunder, and the payment
of any costs and expenses of reletting, and the Landlord shall be liable to account to the Tenant only for the excess, if any, of
monies actually received by it. If the sublease rent is less than is necessary to pay and discharge all the then existing and
continuing obligations of the Tenant hereunder, the Tenant shall pay such deficiency from time to time upon demand to the
Landlord. Notwithstanding any such re-entry and subletting without termination, the Landlord may at any time thereafter
terminate this Lease by reason of the previous or any other default under the Lease and the provisions of s. 13.02 shall apply.
Distress
13.04 The Tenant waives and renounces the benefit of any present or future statute taking away or limiting the Landlord’s right
of distress, and covenants and agrees that notwithstanding any such statute none of the goods and chattels of the Tenant on the
Leased Premises at any time during the Term shall be exempt from levy by distress for rent in arrears.
Right of Landlord to Cure Defaults
13.05 If the Tenant fails to perform or cause to be performed any of the covenants or obligations of the Tenant herein, the
Landlord shall have the right (but shall not be obligated) to perform or cause to be performed and to do or cause to be done
such things as may be necessary or incidental thereto (including without limiting the foregoing, the right to make repairs,
installations, erections and expend monies) and all payments, expenses, charges, fees and disbursements incurred or paid by or
on behalf of the Landlord in respect thereof shall be paid by the Tenant to the Landlord forthwith upon demand together with
reasonable administrative costs of the Landlord in respect thereof.
Remedies Not Exclusive
13.06 Mention in this Lease of any particular remedy or remedies in respect of any default or threatened default by the Tenant
in the performance of its obligations shall not preclude the Landlord from exercising, or limit the extent of, any other remedy in
respect thereof, whether at law, in equity or pursuant to any express provision hereof. No remedy shall be interpreted as
exclusive or dependent upon any other remedy, but the Landlord may from time to time exercise any one or more of such
remedies independently or in combination.
Non-Waiver
13.07 No condoning, excusing or overlooking by the Landlord or the Tenant of any default, breach or non-observance by the
other at any time or times in respect of any covenant, proviso or condition herein contained shall operate as a waiver of the
Landlord’s or Tenant’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance, or so as
to defeat or affect in any way the rights of the Landlord or the Tenant, as the case may be, herein in respect of any such
continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by the
Landlord or the Tenant save only express waiver in writing.
Recovery of Adjustments
13.08 The Landlord shall have (in addition to any other right or remedy of the Landlord) the same rights and remedies in the
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event of default by the Tenant in payment of any amount payable by the Tenant hereunder as the Landlord would have in the
case of default in payment of Rent.
Failure to Carry on Business
ARTICLE XIV — SUBORDINATION & ACKNOWLEDGMENTS
Mortgages
14.01 At the option of the Landlord, this Lease shall be subject and subordinate to any and all mortgages, charges and deeds of
trust, which may now or at any time hereafter affect the Leased Premises in whole or in part, or the Lands, or the Building
whether or not any such mortgage, charge or deed of trust affects only the Leased Premises or the Lands or the Building or
affects other premises as well. On request at any time and from time to time of the Landlord or of the mortgagee, chargee or
trustee under any such mortgage, charge or deed of trust and provided that such mortgagee, chargee or trustee shall have
provided the Tenant with a Non-disturbance Agreement (as hereinafter defined), the Tenant shall promptly, at no cost to the
Landlord or mortgagee, chargee or trustee:
(a) Attorn to such mortgagee, chargee or trustee and become its tenant of the Leased Premises or the tenant of the Leased
Premises of any purchaser from such mortgagee, chargee or trustee in the event of an exercise of any permitted power
of sale contained in any such mortgage, charge or deed of trust for the then unexpired residue of the Term on. the
terms herein contained; and/or
(b) Postpone and subordinate this Lease to such mortgage, charge or deed of trust to the intent that this Lease and all
right, title and interest of the Tenant in the Leased Premises shall be subject to the rights of such mortgagee, chargee
or trustee as fully as if such mortgage, charge or deed of trust had been executed and registered and the money
thereby secured had been advanced before the execution of this Lease (and notwithstanding any authority or consent
of such mortgagee, or trustee, expressed or implied, to the making of this Lease). Any such attorninent or
postponement and subordination shall extend to all renewals, modifications, consolidations, replacements and
extension of any such mortgage, charge or deed of trust and every instrument supplemental or ancillary thereto or in
implementation thereof. The Tenant shall forthwith execute any instruments of attornment or postponement and
subordination which may be so requested to give effect to this Section.
The Landlord shall, at the request and expense of the Tenant, obtain an agreement in writing from any mortgagee or other
encumbrancer of the freehold title to the Leased Premises and to which this Lease is subordinate or subordinated, an agreement
with the Tenant providing that the Tenant shall have undisturbed possession of the Leased Premises as long as it is not in
default of the terms of this Lease to the extent which would give rise to the Landlord’s rights of termination hereunder (“Non-
disturbance Agreement”).
Certificates
14.02 Each party hereto covenants that it shall execute and deliver to the requesting party at any time and from time to time at
no cost to the requesting party within ten (10) days’ written request from the requesting party, a statement in writing certifying
that this Lease is unmodified and in full force and effect (or if modified, stating the modifications and that the Lease is in full
force and effect as modified), the amount of the annual Basic Rent then being paid hereunder, the dates to which the same, by
instalment or otherwise, and other charges hereunder have been paid, whether or not there is any existing default on the part of
the requesting party of which the party being requested has notice, and any other information reasonably required.
ARTICLE XV — ACCESS BY LANDLORD
Exhibiting Leased Premises
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15.01 The Tenant shall permit the Landlord or its agents to exhibit the Leased Premises to prospective tenants during the last
six (6) months of the Term or any renewal thereof.
Expansion, Alteration
15.02 The Landlord shall have the right to enter into the Leased Premises and to bring its workmen and materials thereon to
inspect the Leased Premises and to make repairs to the Leased Premises which are the obligation of the Landlord pursuant to
the Lease. The Landlord may cause such reasonable obstructions and interference with the use and enjoyment of the Lands, the
Building and the Leased Premises as may be necessary for the purposes aforesaid and may interrupt or suspend the supply of
electricity, water or other utilities or services when necessary and until the additions, alterations, improvements, installations or
repairs have been completed, and there shall be no abatement in Rent nor shall the Landlord be liable by reason thereof,
provided all such work is done as expeditiously as reasonably possible. The Landlord shall have the right to use, install,
maintain and repair pipes, wires, ducts, shafts or other installations in, under or through the Leased Premises for or in
connection with the supply of any services to the Leased Premises or any other premises in the Building.
ARTICLE XVI — MISCELLANEOUS
Notice
16.01
(a) Any notice, request, statement or other writing pursuant to this Lease shall be deemed to have been given if sent by
registered prepaid post as follows:
TO: [Landlord]
Facsimile No: [__]
or such other address as the Landlord shall notify the Tenant in writing any time or from time to time;
TO: [Tenant]
Attention: [__]
Facsimile No: [__]
WITH COPIES TO: [__]
Attention: [__]
Facsimile No: [__]
and such notice shall be deemed to have been received by the Landlord or the Tenant on the third business day after the
date on which it shall have been so mailed (in the event that there is an interruption of postal service, the aforesaid
period shall be extended for a period equivalent to the period of interruption);
(b) Notice shall also be sufficiently given if and when the same shall be delivered, in the case of notice to the Landlord, to
an executive officer of the Landlord, and in the case of notice to the Tenant to him personally or to an executive
officer of the Tenant if the Tenant is a corporation and if and when the same shall be transmitted by facsimile. Such
notice, if delivered, shall be conclusively deemed to have been given and received at the time of such delivery and if
sent by facsimile, on the date of the verified transmission thereof. If in this Lease two or more persons are named as
Tenant, such notice shall also be sufficiently given if and when the same shall be delivered personally to any one of
such persons. Provided that either party may, by notice to the other, from time to time designate another address in
Canada to which notices mailed more than ten (10) days thereafter shall be addressed.
Registration
16.02 The Tenant covenants and agrees with the Landlord that the Tenant will not register or record this Lease or any part
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thereof against the title to the Lands or any part thereof except by way of notice which shall be subject to the prior written
approval of the Landlord and which shall only describe the parties, the Leased Premises, the Term and any options to extend
(as applicable) and the Landlord covenant to maintain additional parking. Each party hereto covenants to execute and return to
the requesting party, such notice, prepared by the Landlord in registrable form setting out the aforesaid details, within ten (10)
days’ written request therefor.
Planning Act
16.03 Where applicable, this Lease shall be subject to the condition that it is effective only if the Planning Act, R.S.O. 1990, c.
P.13, is complied with. Pending such compliance, the Term and any renewal periods shall be deemed to be for a total period of
one (1) day less than the maximum lease term permitted by law without such compliance.
Interpretation of Lease
16.04 All of the provisions contained in this Lease are to be construed as covenants and agreements and, if any provision is
illegal or unenforceable, it shall be considered separate and severable from the remaining provisions which shall remain in
force and be binding upon the Landlord and the Tenant.
Unavoidable Delays
16.05 Notwithstanding anything else contained in this Lease, if the Landlord or the Tenant is, in good faith, delayed or
prevented from doing anything required by this Lease, because of a strike; labour trouble; inability to get materials or services;
power failure; restrictive governmental laws or regulations; riots; insurrection; sabotage; rebellion; war; act of God; or any
other similar reason, that is not the fault of the party delayed, the doing of the thing is excused for the period of the delay and
the party delayed will do what was delayed or prevented within the appropriate period after the delay. The preceding sentence
does not excuse the Tenant from payment of Rent or the Landlord from payment of amounts that it is required to pay, in the
amounts and at the times specified in this Lease.
Evidence of Payments
16.06 The Tenant shall produce to the Landlord upon request, satisfactory evidence of due payment by the Tenant of all
payments required to be made by the Tenant under this Lease.
Overholding
16.07 If the Tenant shall continue to occupy all or part of the Leased Premises after the expiration of this Lease with the
consent of the Landlord, and without any further written agreement, the Tenant shall be a monthly tenant at one hundred and
fifty percent (150%) of the monthly Basic Rent payable during the last year of this Lease and otherwise on the terms and
conditions herein set out except as to length of tenancy.
Lien
16.08 As security for the due payment by the Tenant of the Rent reserved hereunder and the performance by the Tenant of all
covenants, agreements, provisos and conditions of the Tenant to be performed hereunder, the Tenant hereby grants to the
Landlord a lien and charge on all goods, chattels, trade fixtures, furniture, equipment and inventory of the Tenant situate on, in
or about the Leased Premises or elsewhere during the initial Term. Such lien and charge shall constitute a security agreement
within the meaning of the Personal Property Security Act (Ontario), R.S.O. 1990, c. P.10, and on default of the Tenant
hereunder the Landlord shall have, in addition to any other rights and remedies it may be entitled to under this Lease or
otherwise, all the rights and remedies of a secured party under the Personal Property Security Act.
Time of Essence
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16.09 Time shall be of the essence of this Lease.
Law
16.10 This Lease shall be governed by and construed in accordance with the laws of the Province of Ontario.
Captions
16.11 The captions appearing in the margin of this Lease have been inserted as a matter of convenience and for reference only
and in no way define, limit or enlarge the scope of meaning of this Lease nor any of the provisions hereof.
Joint and Several Liability
16.12 If the Tenant shall be comprised of more than one (1) person, the liability of each such person under this Lease shall be
joint and several.
Tenant Partnership
16.13 If the Tenant shall be a partnership, each person who shall be a member of such partnership or successor thereof shall be
and continue to be jointly and severally liable for the performance and observance of all covenants, obligations and agreements
of the Tenant under this Lease even if such person ceases to be a member of such partnership or successor thereof.
Entire Agreement
16.14 The Tenant acknowledges that there have been no representations made by the Landlord which are not set out in the
Lease. The Tenant further acknowledges that the Lease constitutes the entire agreement between the Landlord and Tenant and
may not be modified except as herein explicitly provided or except by subsequent agreement in writing duly signed by the
Landlord and the Tenant.
Obligations as Covenants
16.15 Each obligation or agreement of the Landlord or the Tenant expressed in this Lease, even though not expressed as a
covenant, is considered to be a covenant for all purposes.
Effect of Lease
16.16 This indenture and everything herein contained shall extend to and bind and may be taken advantage of by the respective
heirs, executors, administrators, successors and assigns, as the case may be, of each and every of the parties hereto, subject to
the granting of consent by the Landlord as provided herein to any assignment or sublease, and where there is more than one
tenant or there is a female party or a corporation, the provisions hereof shall be read with all grammatical changes thereby
rendered necessary and all covenants shall be deemed joint and several.
IN WITNESS WHEREOF the parties hereto have executed this Lease.

Landlord:
Per: _________________
Name: [__]
Title: [__]
Per: _________________
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Name: [__]
Title: [__]
I/We have authority to bind the corporation
Tenant:
Per: _________________
Name: [__]
Title: [__]
Per: _________________
Name: [__]
Title: [__]
I/We have authority to bind the corporation
SCHEDULE “A”
SITE PLAN
SCHEDULE “B”
PHASE 3
LEGAL DESCRIPTION OF COMPLEX
SCHEDULE “C”
LANDLORD’S WORK AND TENANT’S WORK
1. Construction of Leased Premises
The Tenant shall construct the Leased Premises in accordance with plans and specifications to be agreed upon by the Landlord
and Tenant.
2. Building Specifications
The Tenant shall provide the Landlord with detailed plans, specifications and drawings (“Specifications”) sufficient for
construction, for the Landlord’s approval. The Landlord shall have fifteen (15) days from its receipt of the Specifications to
advise the Tenant whether or not it approves the Specifications. The Landlord shall act reasonably in connection with its
approval of the Specifications.
3. Building Permit and Site Plan Approval
The Landlord shall be responsible, at its expense, for obtaining site plan approval and a building permit for the shell of the
Building on or before the [____________].
4. Other Permits
The Tenant shall be responsible, at its own expense, for obtaining all other permits, approvals and licences necessary for the
construction of the Leased Premises.
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5. Cost of Construction
The Landlord shall contribute the sum of $[amount] (“Construction Contribution”) to the cost of constructing the Leased
Premises, it being understood and agreed that the Tenant shall be responsible for all costs exceeding such amount.
The Construction Contribution shall be paid in progress payments relative to the value of the work completed since
commencement of the work and thereafter since the date of the last progress advance. The Tenant shall provide the Landlord
with construction progress certificates signed by its architect during the course of construction and the Landlord shall have
twenty-one (21) days from the date of its receipt of such certificate to pay the progress advance to the Tenant. All payments of
the Construction Contribution shall be subject to holdbacks required by the Construction Lien Act (Ontario), R.S.O. 1990, c.
C.30.
6. Completion Date
Subject to delays caused by the Landlord or delays contemplated by s. 16.05 of the Lease, the Tenant shall complete the
construction of the Leased Premises on or before the [____] (“Completion Date”) failing which the Landlord shall have the
option of either:
(i) extending the Completion Date; or
(ii) if the Tenant is not proceeding diligently to complete the Leased Premises, on seven (7) days prior written notice to
the Tenant (and the failure of the Tenant to complete construction of the Leased Premises before the expiry of such
seven (7) day period), completing the construction of the Leased Premises on behalf of and at the expense of the
Tenant (provided that the Landlord shall credit the Tenant with any unadvanced portion of the Construction
Contribution).
If the Landlord shall have elected the option set out in subparagraph (ii), the Completion Date shall be the date set out in the
preamble to this paragraph.
7. Delays
If the Tenant is delayed in the construction of the Leased Premises by any acts or omissions of the Landlord including without
limitation, failure to meet any dates which are the obligation of the Landlord pursuant to this Schedule “C”, or by events
contemplated by s. 16.05 of the Lease, the Completion Date shall be extended by that number of days which the Tenant was so
delayed by the Landlord.
8. Landlord’s Work
In addition to site preparation and obtaining site plan approval, the Landlord shall be responsible for the following:
(i) Drawings and Permits:
• Site Plan drawings and City approvals;
• Architectural drawings and specifications for site plan and shell building permit (not for construction);
• Structural steel engineering drawings for shell;
• Building permit application and fees (for building shell);
• Landscape drawings, parking, curbs;
• Site services engineering — water supply, sewer supply, primary electrical service and storm sewer locations;
• Foundation, footings, designed to meet structural steel design loads.
(ii) Site Preparation:
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Changes to areas surrounding site to comply with approved site plan

• Parking lot;
• Parking lot lighting;
• Curbs;
• Sidewalk required by site plan;
• Storm sewer.
Service as per mechanical site plan
• Water;
• Sanitary;
• Electrical duct bank — no cables;
• Storm drains.
Grading
• Grading of building pad to subgrade elevation ± 50 mm.
Delivery Driveway
• Paving;
• Curbs.
Landscaping
• As per drawings and City requirements.
9. Inspections
The Landlord shall have the right at all times during and following construction to inspect the Leased Premises to ensure that
the Building has been constructed in compliance with the approved Specifications and applicable governmental regulations and
that all work has been undertaken and completed to the Landlord’s reasonable satisfaction. The Tenant shall arrange for the
required inspections by the City of [____] and shall provide evidence to the Landlord that the City of [____] has inspected and
approved, as required by municipal by laws and the Building Code Act, 1992, S.O. 1992, c. 23, the various stages of
construction including final approval.
SCHEDULE “D”
DEFINITIONS
For the purpose of this Lease:

(a) “Additional Rent” means all amounts payable by the Tenant under the terms of this Lease, whether payable to the
Landlord or otherwise, over and above Basic Rent.
(b) “Basic Rent” means those amounts set out as Basic Rent in s. 3.02 of this Lease.
(c) “Building” means the building to be erected on the Lands and municipally known as [__], City of [__], Province of
[__].
(d) “Buildings” means all the buildings erected on the Lands.
(e) “Capital Tax” means the tax or excise imposed upon the Landlord and/or the owners of the Building pursuant to the
Corporations Tax Act (Ontario), R.S.O. 1990, c. C.40, or the Income Tax Act (Canada), R.S.C. 1985, c. 1 (5th Supp.),
which is measured by or based in whole or in part upon the capital employed by the Landlord and/or the owners of the
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Building in the construction of the Building computed as at the date of substantial completion of construction of the
Building and shall include the amount of any capital or place of business tax levied by the Provincial and/or Federal
government or other applicable taxing authority against the Landlord and/or the owners of the Building with respect
to the Building.
(f) “Common Areas” means all those areas forming part of the Complex (excluding the Buildings) which the Landlord
designates from time to time for the use or benefit of the tenants, their employees, customers and other invitees in
common with others entitled to the use or benefit thereof.
(g) “Complex” means the Lands and Buildings in the area outlined in red on Schedule “A” annexed hereto.
(h) “Gross Revenue” means the entire amount of the sale price, whether for cash or credit or otherwise of all sales of
merchandise and services (including amounts received for equipment rental) and all other receipts or receivables
whatsoever of all business conducted at, in, upon or from the Leased Premises, including receipts or receivables in
respect of orders taken at or received at the Leased Premises (although such orders may be filled elsewhere), by the
Tenant and/or by any sublessee, concessionaire or licensee or otherwise in or from the Leased Premises and all
proceeds from coin operated machines or vending machines or any other revenue producing machines or equipment,
operated at, in, upon or from the Leased Premises. No deductions shall be allowed for uncollected or uncollectible
credit accounts. The term “Gross Revenue” shall not include, however, any sums shown separately from the price,
collected and paid out for any direct retail sales tax imposed by any duly constituted governmental authority, nor shall
it include the exchange of goods and merchandise between the stores of the Tenant, if any, where such exchange of
goods or merchandise is made solely for the convenient operation of the business of the Tenant and not for the
purpose of consummating a sale which has heretofore been made at, in, from or upon the Leased Premises and/or for
the purpose of depriving the landlord of the benefit of a sale which otherwise would be made at, in or from the Leased
Premises, the amount of returns to suppliers or to manufacturers, the amount of merchandise sold when such
merchandise or some part thereof is thereafter returned by the purchaser and accepted by the Tenant and a refund or
credit is given to the purchaser, the discounted purchase price of dinners sold to employees of the Tenant (up to a
limit of one percent (1%) of Gross Revenue) nor the value of gift certificates when issued (but which shall be
included when redeemed). Each sale upon an instalment or credit basis shall be treated as a sale for the full price in
the month in which such sale is made, regardless of the time when the Tenant shall receive payment (whether full or
partial) from its customer.
(i) “Landlord’s Architect” means a qualified architect, engineer or Ontario Land Surveyor from time to time chosen by
the Landlord.
(j) “Lands” means the parcel of land described in Schedule “B” hereto as it may be added to or subtracted from and the
boundaries thereof varied from time to time.
(k) “Lease” means this Lease and any schedules annexed hereto and any amendments from time to time made to this
Lease in accordance with the provisions herein set out.
(l) “Leased Premises” means the Building, Patio and garbage enclosure shown in cross-hatching on the sketch annexed
hereto as Schedule “A” and being deemed to have a Rentable Area of 10,000 square feet.
(m) “Leasehold Improvements” means all fixtures (save for trade fixtures), installations, additions, improvements and
alterations made, erected or installed on the Leased Premises by the Tenant or on the Tenant’s behalf (excluding the
building shell).
(n) “Operating Costs” means the aggregate of all costs, expenses or amounts incurred by the Landlord or others on
behalf of the Landlord without duplication (save only as otherwise specifically set out in this Lease) in connection
with the maintenance, operation, management and repair of the Common Areas and improvements thereon and
components thereof, excluding the Buildings but including, without limiting the generality of the foregoing: snow, ice
and refuse clearance and removal; gardening, landscaping, line painting, lighting signs, sanitary control, insurance
(including but not limited to liability and property insurance, the amount of the deductible portion of any liability
policy in the event of any claim thereunder and the costs of independent adjusters and insurance consultants retained
by the Landlord); electricity; any business taxes imposed on the Landlord by reason of its operation of the Common
Areas or any part thereof; amounts paid on service contracts; the amount of all salaries, wages and benefits paid to or
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on behalf of persons engaged in cleaning, supervision, maintenance, operation, management and repair; the cost of
consultants retained with intent of saving or reducing costs; the cost of all rental equipment and supplies used by the
Landlord for all such operations and maintenance or any other purpose; and a management fee of fifteen percent
(15%) of the foregoing amounts incurred.
In computing Operating Costs there shall be credited as a deduction the amounts of proceeds of insurance actually
recovered by the Landlord in respect of the cost of repairs of such damage included in Operating Costs.
Operating Costs shall not include interest on Landlord’s debt or capital retirement of debt or amounts directly chargeable
to capital account or the cost of repair or replacement of the parking areas or the roof of the Building.
Any report of the Landlord’s auditor or other public accountant appointed by the Landlord for the purpose shall be
conclusive as to the amount of Operating Costs for any period to which such report relates.
(o) “Patio” means the area outlined in yellow on the plan annexed as Schedule “A” hereto.
(p) “Percentage Rent” means the Rent described in s. 3.04 of the Lease.
(q) “Proportionate Share” means that fraction having as its numerator the Rentable Area of the Leased Premises and
having as its denominator the total area of the Buildings.
(r) “Rent” means Basic Rent, Additional Rent and Percentage Rent (if payable by the Tenant by the terms of this Lease).
(s) “Rules and Regulations” means those rules and regulations made from time to time in accordance with s. 9.02 of this
Lease.
(t) “Taxes” means all taxes, rates, duties, levies and assessments whatsoever whether municipal, parliamentary or
otherwise, levied, charged or assessed upon the lands and Buildings or upon any part or parts thereof and all
improvements now or hereafter erected or placed on the lands, or charged against the Landlord on account thereof,
including local improvement charges but excluding the amount by which separate school taxes (if any should be
payable) exceed the amount which would have been payable for school taxes if no assessment for separate school
taxes had been made, profit and excess profit taxes and any taxes assessed upon the income of the Landlord. In
addition to the foregoing, Taxes shall include any and all taxes, charges, levies or assessments which may in the
future be levied, charged or assessed in lieu thereof or in addition thereto. Taxes shall also include all costs and
expenses incurred by the Landlord in obtaining or attempting to obtain a reduction or prevent an increase in the
amount of such Taxes and the reasonable cost of any consultants retained by the Landlord with respect to such Taxes.
(u) “Term” means that period of time set out in s. 1.03 of this Lease.
(v) “Year” means each calendar year, the whole or part of which is included within the Term.
SCHEDULE “E”
PERCENTAGE RENT
Payment
1.01 Percentage Rent shall be paid in accordance with the provisions of s. 1.02 of this Schedule “E”.
Quarterly Reports
1.02 On or before the fifteenth day of each quarter of each calendar year during the Term, and if applicable, the fifteenth day of
the month following the completion of the Term, the Tenant shall furnish the Landlord with a statement in writing certified by
the Tenant showing in reasonable detail and in such form as the Landlord may require the Gross Revenue for the immediately
preceding quarter, together with the Percentage Rent due thereon, if any. Percentage Rent shall be payable on a cumulative
basis by computing the aggregate Gross Revenue for the Year up to the date for which the calculation is being made and
applying thereto Percentage Rent and deducting therefrom the aggregate of previous instalments of Basic Rent paid during such
Year up to and including the instalment paid in the preceding quarter and the aggregate of previous instalments of Percentage
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Rent paid with respect to such Year. No charges set out in the Lease except for Basic Rent, shall be deductible from or taken
into account in computing the Percentage Rent payable. If the Tenant does not furnish the above mentioned statement or
statements within the time specified and the Percentage Rent due as specified then such omission shall be deemed to be a
breach of the covenant to pay rent.
Annual Report
1.03 Within sixty (60) days after the end of each Year, the Tenant shall furnish to the Landlord a statement which shall be
signed and verified by the Tenant and certified by an independent practicing chartered accountant (or other accredited public
accountant acceptable to the Landlord) as having been true and correct, accurately setting forth quarter by quarter the Gross
Revenue for such Year.
Adjustment of Percentage Rent
1.04 If the aggregate Percentage Rent paid in respect of such Year pursuant to s. 1.02 of this Schedule “E” exceeds the
Percentage Rent payable for such Year, then the Landlord shall refund to the Tenant the amount of such excess without interest
within thirty (30) days after the delivery of the certified statement of Gross Reyenue for such Year, or in the event of an audit
by the Landlord pursuant to ss. 1.05 or 1.06 of this Schedule “E”, within thirty (30) days after the completion of such audit by
the Landlord, whichever is later, provided such audit by the Landlord is commenced within thirty (30) days after the delivery of
the certified statement of Gross Revenue for such Year and confirms such over-payment. In the event that any of the Rent for
the period following such Year shall then be in arrears, the Landlord shall be entitled to deduct the amount in arrears from such
excess. If the Gross Revenue for such Year, as reported monthly to the Landlord under s. 1.02 of this Schedule “E”, is less than
that set out in the certified statement of Gross Revenue for the Year, then the certified statement of Gross Revenue shall be
accompanied by a payment equal to the amount by which the amount of Gross Revenue disclosed by the certified statement
multiplied by the percentage set out in s. 3.04 of the Lease exceeds the amount of the Percentage Rent paid to such time.
Default in Submission of Reports
1.05 In the event that the Tenant does not furnish the statement or statements within the time specified in ss. 1.02 and 1.03 of
this Schedule “E”, the Landlord shall have the right to perform a complete audit of the books of the Tenant at the Tenant’s
expense within thirty (30) days of the date set out in ss. 1.02 and 1.03. If such audit discloses that Percentage Rent is due the
Landlord, the Tenant shall promptly pay any such Percentage Rent.
Records
1.06 The Tenant hereby agrees that it will keep within the Leased Premises or its Head Office adequate separate accounting
books and records for the business carried on, upon or from the Leased Premises, such records consisting of an accurate record
of all sales of merchandise and services and all other revenue derived from the business conducted at, in, from or upon the
Leased Premises and including such other supporting or ancillary records and vouchers so as to enable an audit of the statement
of Gross Revenue to be conducted; such records shall be available for the inspection and audit of the Landlord and its agents at
all reasonable times during ordinary business hours. The Tenant agrees to keep, retain, preserve and make available to the
Landlord for at least thirty-six (36) months after the delivery of the certified statement of Gross Revenue all sales slips,
inventory records and other pertinent records. The Tenant acknowledges that, notwithstanding the delivery to the Landlord of a
statement of Gross Revenue certified by a chartered accountant or other accredited public accountant and the acceptance of
such statement and Additional Rent, if any, shown to be payable thereby, the Landlord may at its instance cause an independent
audit to be undertaken within thirty (30) days of the Landlord’s receipt of a statement of Gross Revenue certified as aforesaid.
In the event that such audit discloses that the actual Gross Revenue is greater by three percent (3%) or more than that disclosed
by the certified statement of Gross Revenue furnished by the Tenant, the Tenant, in addition to paying the additional
Percentage Rent based on the Gross Revenue disclosed by such independent audit, shall pay forthwith the cost of such audit.
For the purposes of this s. 1.06, adequate accounting books and records shall include all federal, provincial and local tax
returns, records of inventories and receipts of merchandise, daily receipts from all sales, all pertinent original sales records and
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other transactions on or from the Leased Premises by Tenant and any other persons conducting any business on or from the
Leased Premises.
Tenant shall record at the time of sale all receipts from sales or other transactions whether for cash, credit or otherwise in a cash
register or in cash registers having a cumulative total which shall be sealed and having such other features as shall be approved
by the Landlord.
For purposes of this article, pertinent original sales records shall be such records as are maintained by a majority of the
Tenant’s restaurant locations in the Province of Ontario.
SCHEDULE “F”
ADDITIONAL PROVISIONS
1. Tenant’s Allowance
In order to induce the Tenant to enter into the Lease, the Landlord covenants and agrees to provide to the Tenant on request of
the Tenant, an allowance in an amount up to $[amount] provided the parent corporation of the Tenant executes an indemnity
agreement in favour of and in a form agreeable to the Landlord. The allowance shall be paid directly to the Tenant after receipt
by the Landlord of a written request for such allowance from the Tenant provided such request is received by the Landlord
prior to the Commencement Date. As soon as the actual amount of the foregoing allowance has been determined, such
allowance shall be amortized over a term of five (5) years at an annual rate of interest of ten percent (10%) per annum and the
Tenant shall pay such amount monthly (in the form of blended payments) to the Landlord at the same time as Basic Rent is
paid pursuant to s. 3.02 hereof and the Lease shall be amended accordingly.
2. Patio
The Tenant shall have the right, at no additional cost to the Tenant, to use the Patio in conjunction with the use set out in s. 9.01
hereof, subject to obtaining the necessary approval of applicable governmental authorities.
3. No Build Zone
The Landlord covenants not to build any building or other structure in the area shown hatched on the plan annexed hereto as
Schedule “A” and further covenants that the area shall be maintained as a parking area for the Complex.
SCHEDULE “G”
TENANT’S FIXTURES TO BE REMOVED ON TERMINATION
TRADE FIXTURES1
MAJOR EQUIPMENT — KITCHEN

QTY MANUFACTURER PRODUCT CODE
2 Alto-Shaam Ovens – Cook and Hold 1000 TH-1-HD
1 Alto-Shaam Warmer 1000 up std
1 Winston C-VAP Holding Cabinet HA 4522
1 Hobart Mixer with S/S bowl D-300/13292
1 With grinder attachment 14019
1 With Paddle “B” flat beater 11890
1 D Wire Whisk 11825
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1 C-Wing Whip 14159
1 Splash Cover 12401
1 Hobart Rack Conveyor Dishwasher CR566
7 Merco Overhead Food Warmers FW-48X
2 US Range Radiant Broiler RBA-24
1 US Range Restaurant Range P12G-8-26
2 Garland Counter 4 Burner Hot Plates GD-30-YH
1 Garland Counter Griddle GD-15G
1 Garland Cleveland Steamer 2YGP-10
2 Garland 30 Gallon Direct Steam KT-305
Steamkettle with Spring Assist
Cover – 12″ faucet
1 US Range Stands RB 24″ wide
2 Garland Master Convection Ovens MCO GS-10E Nat with Direct
Vent Kit
4 Merco Heat Lamps-Satin/Brass finish 400R Series
1 Everpure Kleen Steam AR-X
3 Wells Built-in Circular Food and SS-10T
Liquid Warmers
1 Hussman Ice Cream Freezer with Sliding SN-115
Glass Top
2 True 2 Door reach-in refrigerators T-49
12 Shelves
1 True Under counter Fridge-3 door TSSV-72-30M
with inserts
1 True Under counter fridge-1 door TVcol27
1 True 1 Door Reach-in refrigerator TS-23
with Glass Door
2 True 4 Door Back Bar Refrigerators TBB-4-6
1 Manitowoc Ice Machine Series 600 BY0605W
1 Pitco Deep Fryer
1 Curtis Walk-in Coolers 11′ × 9′ × 7′
1 Walk-in Coolers 9′ × 9′ × 7′
1 Freezer 9′ × 8′ × 7′
Metro Shelving Shelves for Walk-in 1
Shelves for Walk-in 2
Shelves for freezer
Shelving for Kitchen/Storeroom
1 Moyer Dieble Glasswasher DF1
1 Retail Microwave Oven
1 Alfa Coffee Grinder
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1 Omega Master Vegetable Cutter
1 Disk Organizer
1 Strip Cutting Disk
1 Blade
1 Dicing Disk
1 Blade
1 Blade
1 Blade
1 Blade
TRADE FIXTURES2
DINING ROOM
QTY UNIT PRODUCT COLOUR CODE
MANUFACTUR
ER
100 ea. Tables
325 ea. Chairs
TRADE FIXTURES3
OFFICE SUPPLIES
QTY UNIT MANUFACTUR PRODUCT COLOUR CODE
ER
3 ea. Desks
2 ea. Filing Cabinets
3 ea. Desk Calendars
1 ea. Fax Machine
1 ea. Photocopies
3 ea. Chairs
1 ea. Misc. Office Supplies
1 ea. Tann Canada Safe
1 ea. Micros Micros System

1 ea. POS System Wiring
for above
1 ea. NEC 486 PC with printer,

monitor, etc.
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QTY UNIT MANUFACTUR PRODUCT COLOUR CODE

ER
1 ea. Assorted Software for
above
1 ea. AEI Audio System
1 Washer
1 Dryer
Tenant’s Signage
Footnote(s)
1 All quantities are estimated
End of Document
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5F1 Restaurant Lease

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5F1 Restaurant Lease

Commercial Tenancies - Canadian Forms & Precedents

CHAPTER 5 - LEASE TYPES

5F1 Restaurant Lease

Barristers and Solicitors

(Hereinafter called the “Landlord”)

OF THE FIRST PART

(Hereinafter called the “Tenant”)

OF THE SECOND PART

ARTICLE 1 — DEMISE & TERM

Use of Common Areas

1.05 Intentionally deleted.

ARTICLE II — LANDLORD & TENANT COVENANTS

ARTICLE III — RENT

Calculation of Basic Rent

3.03 Intentionally deleted.

Taxes Payable by Landlord

Taxes Payable by Tenant

Tenant’s Business and Other Taxes

ARTICLE V — OPERATING COSTS

Tenant’s Covenant to Pay Operating Costs

Payment of Operating Costs

Parking Lot and Roof Fund

Heating and Air Conditioning

ARTICLE VII — MAINTENANCE. REPAIR & ALTERATIONS

Tenant to Maintain and Repair

Repair Where Tenant At Fault

7.02 Intentionally deleted.

Removal of Fixtures and Improvements

Repair on Termination, etc.

Landlord’s Maintenance and Repairs

ARTICLE VIII — ASSIGNING & SUBLETTING

Mortgage of Leasehold, etc.

Use of Leased Premises

Waste and Nuisance

Overloading Floors, etc.

Tenant’s Trade Fixtures

ARTICLE X — INSURANCE & INDEMNITY

Not to Affect Landlord’s Insurance

Limit of Landlord’s Liability

Limit of Tenant’s Liability

Payment of Tenant’s Share of Insurance Costs

ARTICLE XI — COMPLEX & COMMON AREAS

Control of Complex and Common Areas

Roof and Walls

11.03 Intentionally deleted.

11.05 Intentionally deleted.

No Merchandise in Common Areas

Rules and Regulations

ARTICLE XII — DAMAGE & DESTRUCTION

ARTICLE XIII — DEFAULT

13.01 An “Event of Default” shall occur whenever:

Right of Landlord to Cure Defaults

Remedies Not Exclusive

Failure to Carry on Business

13.09 Intentionally deleted.

ARTICLE XIV — SUBORDINATION & ACKNOWLEDGMENTS

ARTICLE XV — ACCESS BY LANDLORD

Exhibiting Leased Premises

ARTICLE XVI — MISCELLANEOUS

16.09 Time shall be of the essence of this Lease.

Joint and Several Liability

IN WITNESS WHEREOF the parties hereto have executed this Lease.

LEGAL DESCRIPTION OF COMPLEX